Riverstone Leads Investor Group in Dresser Acquisition

A consortium led by Riverstone Holdings LLC has signed a definitive agreement to acquire Dresser, Inc. Riverstone is joined by First Reserve and Lehman Brothers Co-Investment Partners in the investor group.

First Reserve previously acquired Dresser in 2001 in partnership with Odyssey Investment Partners, and will invest in the current transaction through its recently formed First Reserve Fund XI, L.P. Riverstone will invest through its Carlyle/Riverstone Global Energy and Power Fund III, L.P. The terms of the transaction were not disclosed.

Dresser, based in Dallas, Texas, is a leading manufacturer and marketer of highly engineered products and services for energy industry and infrastructure applications. The Company serves customers in the oil and gas, coal, refinery and petrochemical processing, electrical power generation and natural gas industries, as well as water and waste-water utilities.

John Lancaster, Managing Director of Riverstone, commented, "Dresser has been a leader in the energy industry since its founding in 1880 and remains extremely well positioned for growth. This investment is consistent with Riverstone's objective to sponsor companies that benefit from the continued and increasing investment in energy and related infrastructure globally. We are pleased that First Reserve and Lehman Brothers are joining us in this investment, and look forward to working together with them and the team at Dresser to build on the Company's legacy of providing top-tier products and services."

Patrick M. Murray, Chairman and CEO of Dresser, commented, "We are excited about the new ownership of Dresser. We believe our dedicated and talented employees, our worldwide footprint, blue-chip customer base, and strong product portfolio position us very well for continued growth in the future."

Latham & Watkins provided legal advice and Lehman Brothers served as financial advisor to the consortium.

Dresser is a leader in providing highly engineered infrastructure products for the global energy industry. The Company enjoys leading positions in a broad portfolio of products including valves, actuators, meters, switches, regulators, piping products, natural gas-fueled engines, retail fuel dispensers and associated retail point of sale systems, and air and gas handling equipment. Leading brand names within the Dresser portfolio include Dresser Wayne retail fueling systems, Waukesha natural gas-fired engines, Masoneilan control valves, Mooney regulators, Consolidated pressure relief valves, and Roots blowers and rotary gas meters. With manufacturing and customer service facilities located strategically in 20 countries and a sales presence in over 100 countries, Dresser is able to meet customer needs throughout the world.

Riverstone Holdings LLC and The Carlyle Group are the co-general partners of Carlyle/Riverstone Global Energy and Power Funds. Riverstone, a New York-based energy and power focused private equity firm founded in 2000, has $8.0 billion under management. Riverstone conducts buyout and growth capital investments in the midstream, upstream, power, oilfield services, and renewable sectors of the energy industry. To date, the firm has committed more than $5.0 billion to more than 35 investments across each of these five sectors, representing companies with nearly $50 billion of assets. The Carlyle Group is a global private equity firm with $51.8 billion under management. Carlyle invests in buyouts, venture and growth capital, real estate and leveraged finance in North America, Europe and Asia. Since 1987, the firm has invested $24.0 billion of equity in 576 transactions.