Dresser-Rand starts tender offer, consent bid for 7 3/8% notes

By Angela McDaniels

Tacoma, Wash., March 8 - Dresser-Rand Group Inc. began a tender offer and a consent solicitation for its $370 million outstanding principal amount of 7 3/8% senior subordinated notes due 2014, according to a company news release.

The company is soliciting consents to proposed amendments to the indenture that would eliminate most of the covenants, some events of default and certain other provisions. Consents are needed from the holders of at least a majority of the outstanding notes in order to make the changes.

Holders who tender notes must also deliver consents.

The company will pay $1,028 per $1,000 principal amount of notes. This includes a $30 consent payment for each note tendered by 5 p.m. ET on March 21, the consent payment deadline.

In addition, holders will receive accrued interest up to but excluding the settlement date.

The tender offer will expire at midnight ET on April 4.

The completion of the tender offer and the consent solicitation is subject to the execution of the supplemental indenture implementing the proposed amendments and financing arrangements in an amount that, when combined with cash on hand, will be enough to purchase the notes tendered in the offer.

The dealer manager and solicitation agent is UBS Investment Bank (888 719-4210 or 203 719-4210). The information agent is Global Bondholder Services Corp. (866 540-1500 or, for banks and brokerage firms, 212 430-3774).

Houston-based Dresser-Rand supplies rotating equipment solutions to the oil, gas, petrochemical and process industries.

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