8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 1, 2007

HANOVER COMPRESSOR COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-13071	76-0625124
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or Organization)		Identification No.)
12001 North Houston Rosslyn		77086
Houston, Texas		(Zip Code)
(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: (281) 447-8787

Not Applicable.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

Press Release

Item 8.01 Other Events.

     On August 1, 2007, Hanover Compressor Company (“Hanover”) announced that in connection with its previously announced tender offers and consent solicitations (the “Tender Offers”) for its 8.625% Senior Notes due 2010, 7.5% Senior Notes due 2013 and 9.0% Senior Notes due 2014, it has received the requisite consents to amend the indentures governing the notes. On August 6, 2007, Hanover announced the pricing terms for the Tender Offers. The foregoing descriptions are qualified in their entirety by reference to the press releases, which are attached hereto as Exhibits 99.1 and 99.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1*	Press Release dated August 1, 2007
99.2*	Press Release dated August 6, 2007

* Filed herewith

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HANOVER COMPRESSOR COMPANY
Date: August 6, 2007	By:	/s/ Suzanne B. Kean
	Name:	Suzanne B. Kean
	Title:	Vice President and Deputy General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 1, 2007
99.2	Press Release dated August 6, 2007

EX-99.1

Exhibit 99.1

               Press Information

Houston, August 1, 2007                    

Hanover Compressor Company Announces Receipt of the Requisite
Consents in Connection With its Tender Offers and Consent
Solicitations

Hanover Compressor Company (the “Company”) today announced that, in connection with its previously announced tender offers and consent solicitations for $550 million of its outstanding senior notes (as described in the table below and, collectively, the “Notes”), it has received the requisite consents to amend the indentures governing the Notes. As of 5:00 p.m., New York City time, on August 1, 2007 (the “Consent Payment Deadline”), the Company had received tenders and consents as displayed in the table below.

					Principal Amount
					Tendered and With		% Tendered and
					Respect to Which		With Respect to
	CUSIP				Consents Were		Which Consents
Title of Security	Number		Principal Amount Outstanding		Delivered		Were Delivered
8.625% Senior Notes due 2010		410768AF2	$	200,000,000	$	199,815,000		99.91	%
9.0% Senior Notes due 2014		410768AG0	$	200,000,000	$	200,000,000		100	%
7.5% Senior Notes due 2013		410768AH8	$	150,000,000	$	150,000,000		100	%

     The supplemental indentures effecting the proposed amendments have been executed and have become effective, and the amendments to the indentures will become operative upon the acceptance for purchase of the Notes by the Company. The amendments to the indentures eliminate substantially all of the restrictive covenants and eliminate or modify certain events of default in the indentures governing the Notes, as described in the Offer to Purchase and Consent Solicitation Statement dated as of July 19, 2007 (“the Offer to Purchase”). Withdrawal rights with respect to tendered Notes have expired. Accordingly, Notes tendered may no longer be withdrawn and consents delivered may no longer be revoked.

     Each holder who validly tenders its Notes and delivers consents at or after the Consent Payment Deadline will not be entitled to receive the consent payment of $30 for each $1,000 principal amount of Notes tendered by such holder and accepted for purchase pursuant to a tender offer.

12001 North Houston Rosslyn, Houston, Texas 77086
(281) 447-8787
www.hanover-co.com

     The tender offers and consent solicitations will expire at 5:00 p.m., New York City time, on August 17, 2007, unless extended or earlier terminated by the Company. The Company reserves the right to terminate, withdraw or amend the tender offers and consent solicitations at any time subject to applicable law.

     Wachovia Securities has been retained to act as exclusive dealer manager in connection with the tender offers and consent solicitations. Questions about the tender offers and consent solicitations may be directed to Wachovia Securities at (866) 309-6316 (toll free) or (704) 715-8341 (collect). Copies of the tender offer documents and other related documents may be obtained from D.F. King & Co., Inc., the information agent for the tender offers and consent solicitations, at (800) 859-8508 (toll free) or (212) 269-5550 (collect).

     The tender offers and consent solicitations are being made solely by means of the tender offer documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of the Company or any other person, nor shall there be any offer or sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release also is not a solicitation of consents to the proposed amendments to the indentures and the Notes. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.

About Hanover Compressor Company

Hanover Compressor Company is a global market leader in full service natural gas compression and a leading provider of service, fabrication and equipment for oil and natural gas production, processing and transportation applications. Hanover sells and rents this equipment and provides complete operation and maintenance services, including run-time guarantees for both customer-owned equipment and its fleet of rental equipment.

Additional Information

In connection with the proposed merger of Universal Compression Holdings and Hanover Compressor Company, a registration statement of the new company, Exterran Holdings, Inc. (formerly Iliad Holdings, Inc.), which includes definitive proxy statements of Universal and Hanover, a prospectus of Exterran and other materials, has been filed with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT UNIVERSAL, HANOVER, EXTERRAN AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus without charge, at the SEC’s web site at www.sec.gov, Universal’s web site at www.universalcompression.com, and Hanover’s web site at www.hanover-co.com. Copies of the definitive proxy statement/prospectus and the SEC filings that are incorporated by reference therein may also be obtained for free by directing a request to either Investor Relations, Universal Compression Holdings, Inc., 713-335-7000 or to Investor Relations, Hanover Compressor Company, 832-554-4856.

Participants in Solicitation

Universal Compression Holdings and Hanover Compressor Company and their respective directors, officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective stockholders in respect of the merger. Information about

these persons can be found in the definitive proxy statement/prospectus that has been filed with the SEC in connection with the proposed transaction.

Investor Relations Inquiries:

Lee E. Beckelman
Senior Vice President and Chief Financial Officer
Tel: (281) 405-5194
E-mail: lbeckelman@hanover-co.com

Stephen York
Vice President, Investor Relations and Technology
Tel: (832) 554-4856
E-mail: syork@hanover-co.com

EX-99.2

Exhibit 99.2

                     More Than a Compressor Company™

                     Press Information

Houston, August 6, 2007          

Hanover Compressor Company Announces Pricing of
Tender Offers and Consent Solicitations

Hanover Compressor Company (the “Company”) today announced the pricing terms for its previously announced tender offers and consent solicitations for (1) $200 million in aggregate principal amount of its 8.625% Senior Notes due 2010 (CUSIP 410768AF2) (the “8.625% Notes”), (2) $200 million in aggregate principal amount of its 9.0% Senior Notes due 2014 (CUSIP 410768AG0) (the “9.0% Notes”) and (3) $150 million in aggregate principal amount of its 7.5% Senior Notes due 2013 (CUSIP 410768AH8) (the “7.5% Notes,” and together with the 8.625% Notes and the 9.0% Notes, the “Notes”).

The total consideration per $1,000 principal amount of the 8.625% Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on August 1, 2007 (the “Consent Payment Deadline”) is $1,052.39, of which $30.00 is the consent payment. As of 2:00 p.m., New York City time, on August 3, 2007, (the “Price Determination Date”), the yield to maturity on the 4.25% U.S. Treasury Note due November 30, 2007, the reference security for the 8.625% Notes, was 4.863% and the tender offer yield on the 8.625% Notes was 5.363%. Holders whose 8.625% Notes are validly tendered at or after the Consent Payment Deadline and prior to 5:00 p.m., New York City time, on August 17, 2007 (the “Expiration Time”) and are accepted for payment will receive the tender offer consideration of $1,022.39 per $1,000 principal amount of 8.625% Notes tendered, which amount does not include the $30.00 consent payment.

The total consideration per $1,000 principal amount of the 9.0% Notes validly tendered and not validly withdrawn prior to the Consent Payment Deadline is $1,107.26, of which $30.00 is the consent payment. As of the Price Determination Date, the yield to maturity on the 4.875% U.S. Treasury Note due May 31, 2009, the reference security for the 9.0% Notes, was 4.563% and the tender offer yield on the 9.0% Notes was 5.063%. Holders whose 9.0% Notes are validly tendered at or after the Consent Payment Deadline and prior to the Expiration Time and are accepted for payment will receive the tender offer consideration of $1,077.26 per $1,000 principal amount of 9.0% Notes tendered, which amount does not include the $30.00 consent payment.

The total consideration per $1,000 principal amount of the 7.5% Notes validly tendered and not validly withdrawn prior to the Consent Payment Deadline is $1,094.11, of which $30.00 is the consent payment. As of the Price Determination Date, the yield to maturity on the 4.0% U.S. Treasury Note due April 15, 2010, the reference security for the 7.5% Notes, was 4.503% and the tender offer yield on the 7.5% Notes was 5.003%. Holders whose 7.5% Notes are validly tendered at or after the Consent Payment Deadline and prior to the Expiration Time

12001 North Houston Rosslyn, Houston, Texas 77086
(281) 447-8787
www.hanover-co.com

and are accepted for payment will receive the tender offer consideration of $1,064.11 per $1,000 principal amount of 7.5% Notes tendered, which amount does not include the $30.00 consent payment.

In addition, holders whose Notes are validly tendered and accepted for purchase will receive accrued and unpaid interest on those Notes from the last interest payment date up to, but not including, the applicable payment date for the offer.

Withdrawal rights with respect to tendered Notes have expired. Accordingly, Notes tendered may no longer be withdrawn and consents delivered may no longer be revoked.

The tender offers and consent solicitations will expire at the Expiration Time, unless extended or earlier terminated by the Company. The Company reserves the right to terminate, withdraw or amend the tender offers and consent solicitations at any time subject to applicable law.

The Company’s obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the tender offers and the consent solicitations is subject to the satisfaction or waiver of certain conditions, including, among others, the consummation of the mergers contemplated by the Agreement and Plan of Merger among the Company, Universal Compression Holdings, Inc. (“Universal”), Exterran Holdings, Inc. (formerly Iliad Holdings, Inc.) and Exterran’s subsidiaries, dated February 5, 2007, as amended, and the receipt of sufficient funds to consummate the tender offers. Each tender offer and consent solicitation is independent of the others, and the complete terms and conditions of the tender offers and the consent solicitations are set forth in the tender offer documents, which are being sent to holders of Notes. Holders of Notes are urged to read the tender offer documents carefully.

The tender offers are part of the refinancing plan of the Company and Universal being implemented in anticipation of the closing of their pending merger, which is currently expected to occur on or about August 20, 2007, if the conditions to the closing set forth in the Agreement and Plan of Merger have been satisfied as of that date. As part of the refinancing plan, Exterran Holdings, Inc., which will be the publicly traded holding company following the completion of the merger, has engaged Wachovia Capital Markets, LLC (“Wachovia Securities”) and J. P. Morgan Securities Inc. to arrange and syndicate a senior secured credit facility, consisting of a revolving credit facility and a term loan, and has engaged Wachovia to provide a new asset-backed securitization facility to Exterran. The primary purpose of these new facilities will be to fund the redemption or repurchase of all of the Company’s and Universal’s outstanding debt other than the Company’s convertible debt securities and the credit facility of Universal’s publicly traded subsidiary, Universal Compression Partners, L.P. The new facilities will replace the Company’s and Universal’s existing bank lines and Universal’s existing asset-backed securitization facility. The closing of the new facilities is subject to, among other things, the receipt of sufficient commitments from participating lenders and the execution of mutually satisfactory documentation.

Wachovia Securities has been retained to act as exclusive dealer manager in connection with the tender offers and consent solicitations. Questions about the tender offers and consent solicitations may be directed to Wachovia Securities at (866) 309-6316 (toll free) or (704) 715-8341 (collect). Copies of the tender offer documents and other related documents may be

obtained from D.F. King & Co., Inc., the information agent for the tender offers and consent solicitations, at (800) 859-8508 (toll free) or (212) 269-5550 (collect).

The tender offers and consent solicitations are being made solely by means of the tender offer documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of the Company or any other person, nor shall there be any offer or sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release also is not a solicitation of consents to the proposed amendments to the indentures and the Notes. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.

About Hanover Compressor Company
Hanover Compressor Company is a global market leader in full service natural gas compression and a leading provider of service, fabrication and equipment for oil and natural gas production, processing and transportation applications. Hanover sells and rents this equipment and provides complete operation and maintenance services, including run-time guarantees for both customer-owned equipment and its fleet of rental equipment.

Forward-Looking Statements
All statements in this release (and oral statements made regarding the subjects of this release) other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside Hanover’s control, which could cause actual results to differ materially from such statements. Forward-looking information includes, but is not limited to, statements regarding the ability of Universal and Hanover to complete their proposed merger, the expected timing of the closing of the merger, Universal’s and Hanover’s plans for and the timing of the refinancing of certain of their outstanding debt obligations and Exterran’s plans for and the timing of its entering into a new credit facility and asset-backed securitization facility. While Hanover believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its or Exterran’s business. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are the failure to receive the approval of the merger by the shareholders of Hanover and Universal and satisfaction of various other conditions to the closing of the merger contemplated by the merger agreement, the possible inability to obtain sufficient commitments to the credit facility from participating lenders or the inability to reach agreement with participating lenders on mutually satisfactory documentation for the credit facility or the securitization facility.

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in Hanover’s Annual Report on Form 10-K for the year ended December 31, 2006, as amended by Amendment No. 1 thereto, and those set forth from time to time in Hanover’s filings with the Securities and Exchange Commission (“SEC”), which are available through www.hanover-co.com. Except as required by law, Hanover expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events, or otherwise.

Additional Information
In connection with the proposed merger of Universal Compression Holdings and Hanover Compressor Company, a registration statement of the new company, Exterran Holdings, Inc. (formerly Iliad Holdings, Inc.), which includes definitive proxy statements of Universal and Hanover, a prospectus of Exterran and other materials, has been filed with the SEC. INVESTORS AND SECURITY HOLDERS ARE

URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT UNIVERSAL, HANOVER, EXTERRAN AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus without charge, at the SEC’s web site at www.sec.gov, Universal’s web site at www.universalcompression.com, and Hanover’s web site at www.hanover-co.com. Copies of the definitive proxy statement/prospectus and the SEC filings that are incorporated by reference therein may also be obtained for free by directing a request to either Investor Relations, Universal Compression Holdings, Inc., 713-335-7000 or to Investor Relations, Hanover Compressor Company, 832-554-4856.

Participants in Solicitation
Universal Compression Holdings and Hanover Compressor Company and their respective directors, officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective stockholders in respect of the merger. Information about these persons can be found in the definitive proxy statement/prospectus that has been filed with the SEC in connection with the proposed transaction.

Investor Relations Inquiries:
Lee E. Beckelman
Senior Vice President and Chief Financial Officer
Tel: (281) 405-5194
E-mail: lbeckelman@hanover-co.com

Stephen York
Vice President, Investor Relations and Technology
Tel: (832) 554-4856
E-mail: syork@hanover-co.com