Universal Compression, Hanover Compressor File Second Proxy Statement

Universal Compression (UCO) and Hanover Compressor (HC) filed the second amended proxy statement for their proposed merger with the SEC on June 15, 2007.

Shareholder meeting details are still not included in the amended document.

The regulatory matters section of the document does not provide any material updates to the pending HSR second request process, but does note the following regarding non-U.S. regulatory reviews.

We have determined the jurisdictions in which foreign competition filings are necessary and are in the process of making those filings. We anticipate that all foreign competition filings will be made by the end of June 2007.

The companies originally anticipated completing all non-U.S. filings before the end of May, so this is a slight adjustment to the regulatory matters. The precise jurisdictions are currently unknown, but it assumed that Canada (Competition Bureau), Australia, and one or more South American regulators required some form of notification with respect to the merger. Regardless, the non-U.S. reviews are not expected to supercede the HSR review in terms of timing and therefore will be considered minor issues as the companies work towards complying to the FTC.

There have been no indications of major issues developing in the HSR process, nor has there been any sign that compliance to the second request is imminent. It has been projected by this publication that the companies may be able to provide all required documentation to the FTC before the end of this month, given the relatively straightforward aspects of the products/markets involved. This also factored in the perception that mergers in the energy industry are essentially ignored by the current DOJ/FTC administration.

While it remains expected that this deal will obtain HSR clearance without much difficulty, it now seems more prudent to suggest that the second request process will slip later into the summer than originally expected. Unless a major development surfaces in the FTC review within the next two weeks, the closing projection will be pushed back to a late-August / early-September time frame.

Disclosure: We have no positions of any kind, in any security. We are a completely neutral source of research and analysis.