Cooper Cameron Makes Cash Tender Offer for Senior Debentures

Cooper Cameron Corporation (NYSE: CAM) commenced a cash tender offer to purchase any and all of its outstanding $200,000,000 1.75% Convertible Senior Debentures due 2021 (the "Debentures"). The tender offer is scheduled to expire at 9:00 a.m., New York City time, on May 5, 2004, unless extended or earlier terminated. The tender offer is not subject to the receipt of any minimum amount of tenders.

The Company is offering to purchase the Debentures at a purchase price equal to $1,000 per $1,000 principal amount of Debentures, plus accrued and unpaid interest up to, but not including, the payment date.

The principal purpose of the tender offer is to acquire all of the outstanding Debentures as a step in refinancing the indebtedness represented thereby. The Company will deliver the Debentures that are purchased in the tender offer to J.P. Morgan Trust Company, National Association, as Trustee, for cancellation, and those Debentures will cease to be outstanding.

The tender offer is conditioned upon the Company receiving financing sufficient to pay the purchase price for all validly tendered Debentures. The Company intends to obtain the funds necessary to pay the purchase price through the public or private sale of the Company's debt or convertible debt securities. The Company also intends to arrange a short-term liquidity facility that will be available to fund the purchase price if the Company is unable to complete the sale of its securities on acceptable terms.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities and no recommendation is made as to whether or not holders of the Debentures should tender their Debentures pursuant to the tender offer. The tender offer is made only by the Offer to Purchase dated April 6, 2004.

The terms and conditions of the tender offer appear in the Company's Offer to Purchase and the related Letter of Transmittal. The tender offer is subject to a number of conditions, including the Company's ability to finance the tender offer and other general conditions. Copies of the Offer to Purchase, the Letter of Transmittal and other related documents have been filed with the SEC today as exhibits to the Schedule TO and will be delivered to holders of the Debentures. These documents contain important information about the Company, the Debentures, the Company's offer to purchase the Debentures and related matters. Investors and security holders are urged to read carefully the Schedule TO and all exhibits thereto, including the Offer to Purchase and Letter of Transmittal. Investors and security holders can obtain free copies of the Schedule TO, Offer to Purchase and Letter of Transmittal and other documents filed with the SEC by the Company through the website maintained by the SEC.

The Company has retained UBS Securities LLC to act as Dealer Manager in connection with the tender offer. Questions about the tender offer may be directed to UBS Securities LLC at (888) 722-9555 (x4210) (toll-free) or (203) 719-4210 (collect), or to Georgeson Shareholder Communications, the information agent for the tender offer, at (212) 440-9800 (telephone for banks and brokers) or (800) 387-8819 (toll-free).

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