DI Press Releases

DynCorp International Inc. to be Acquired by Cerberus CapitalManagement, L.P.

DynCorp International Stockholders to Receive $17.55 perShare in Cash; Transaction Valued at $1.5 Billion

Falls Church, Va, (April 12, 2010) – DynCorpInternational, Inc. (NYSE: DCP), a leading global governmentservices provider in support of U.S. national security and foreignpolicy objectives, today announced it has entered into a definitiveagreement to be acquired by affiliated funds and/or managedaccounts of private investment firm Cerberus Capital Management,L.P. (“Cerberus”) in a transaction with a total value ofapproximately $1.5 billion, including the assumption ofdebt. 

The agreement was approved by DynCorp International’s Board ofDirectors and the Board will recommend that DynCorp International’sstockholders approve the transaction.  Under the agreement,DynCorp International’s stockholders will receive $17.55 in cashfor each share of DynCorp International common stock they own,representing a premium of approximately 49% percent, based on theclosing trading price of $11.75 on April 9, 2010, and approximately50% over the 90-day average closing trading price. Cerberus hasobtained fully committed financing for the transaction, consistingof a combination of equity financing from Cerberus and debtfinancing from Bank of America Merrill Lynch, Citigroup GlobalMarkets Inc., Barclays Bank PLC, and Deutsche Bank Securities Inc.Each institution acted as a financial advisor to Cerberus aswell.

William L. Ballhaus, DynCorp International’s President and ChiefExecutive Officer, commented on the transaction stating, “We arevery excited about today’s announcement and what it means forDynCorp International, our employees and our customers goingforward.  I believe that under this partnership with Cerberus,DynCorp International will be able to build on our extensiveheritage and successful performance to continue to achieve ourgrowth objectives. Importantly, this transaction is a majormilestone for DynCorp International’s continued leadership inserving our customers and supporting U.S. national security andforeign policy objectives.”

“Cerberus is pleased to partner with the outstanding managementteam and dedicated employees of DynCorp International,” saidTimothy F. Price, Cerberus Managing Director andspokesperson.  “This exciting news underscores our successfultrack record in the government services sector and furthers ourgoal of continuing to grow our portfolio in this area. DynCorpInternational has a demonstrated history of strong customeroriented performance, from a unique global platform.  We areconfident that DynCorp International will continue to serve itscustomers well while expanding its service offerings to current andprospective customers.”

Transaction Details
Completion of the transaction is subject to customary conditions,including approval of the merger by the holders of a majority ofthe outstanding shares of DynCorp International’s common stock andregulatory approvals including expiration or termination of thewaiting period under the Hart-Scott-Rodino Antitrust ImprovementsAct of 1976.  Assuming the satisfaction of conditions, thetransaction is expected to close in the third or fourth calendarquarter of 2010. Upon completion of the merger, DynCorpInternational will become a private company, wholly-owned byCerberus.

Under the terms of the agreement, DynCorp International maysolicit alternative proposals from third parties for the 28-dayperiod following the signing and intends to consider any suchproposals.  There can be no assurance that the solicitation ofsuch proposals will result in an alternative transaction. Inaddition, DynCorp International may, at any time, subject to theterms of the merger agreement, respond to unsolicitedproposals.

Affiliates of Veritas Capital Fund Management, L.L.C. haveexecuted a Voting Agreement pursuant to which they have agreed tovote shares owned by them representing, in the aggregate, 34.9% ofthe outstanding shares of DynCorp International in favor of thetransaction.

Goldman, Sachs & Co. acted as financial advisor to DynCorpInternational. Schulte Roth & Zabel LLP acted as outside legalcounsel to the Company and Board of Directors of the Company.Richards, Layton & Finger, P.A. acted as special outsidecounsel to the Board of Directors of the Company.

Evercore Partners along with the previously mentioned Banksacted as financial advisors to Cerberus. Akin Gump Strauss Hauer& Feld LLP and Jenner & Block, LLP acted as outside legalcounsel to Cerberus.

About DynCorp International Inc.
DynCorp International is a global government services provider insupport of U.S. national security and foreign policy objectives,delivering support solutions for defense, diplomacy, andinternational development. DynCorp International operates majorprograms in logistics, platform support, contingency operations,and training and mentoring to reinforce security, communitystability, and the rule of law. DynCorp International isheadquartered in Falls Church, Va. For more information, visitwww.dyn-intl.com .

About Cerberus Capital Management, L.P.
Cerberus Capital Management, L.P., along with its affiliates, isone of the world’s leading private investment firms withapproximately $23 billion under management in funds and accounts.Through its team of investment and operations professionals,Cerberus specializes in providing both financial resources andoperational expertise to help transform undervalued companies intoindustry leaders for long-term success and value creation. Cerberusholds controlling or significant minority interests in companiesaround the world.  Cerberus is headquartered in New York Citywith affiliate and/or advisory offices in the United States,Europe, the Middle East and Asia.  For more information, visitwww.cerberuscapital.com .

Forward-Looking Statements
This communication contains forward-looking statements thatinvolve numerous risks and uncertainties.  The statementscontained in this communication that are not purely historical areforward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the ExchangeAct of 1934, as amended, including, without limitation, statementsregarding the expected benefits and closing of the proposed Merger,the management of the Company and the Company’s expectations,beliefs and intentions.  All forward-looking statementsincluded in this communication are based on information availableto the Company on the date hereof.  In some cases, you canidentify forward-looking statements by terminology such as “may,””can,” “will,” “should,” “could,” “expects,” “plans,””anticipates,” “intends,” “believes,” “estimates,” “predicts,””potential,” “targets,” “goals,” “projects,” “outlook,” “continue,””preliminary,” “guidance,” or variations of such words, similarexpressions, or the negative of these terms or other comparableterminology.  No assurance can be given that any of the eventsanticipated by the forward-looking statements will transpire oroccur, or if any of them do so, what impact they will have on ourresults of operations or financial condition.  Accordingly,actual results may differ materially and adversely from thoseexpressed in any forward-looking statements.  Neither theCompany nor any other person can assume responsibility for theaccuracy and completeness of forward-looking statements. There are various important factors that could cause actual resultsto differ materially from those in any such forward-lookingstatements, many of which are beyond the Company’s control. These factors include: failure to obtain stockholder approval ofthe proposed Merger; failure to obtain, delays in obtaining oradverse conditions contained in any required regulatory or otherapprovals; failure to consummate or delay in consummating thetransaction for other reasons; changes in laws or regulations; andchanges in general economic conditions.  The Companyundertakes no obligation (and expressly disclaims any suchobligation) to publicly update or revise any forward-lookingstatement, whether as a result of new information, future events orotherwise.  For additional information please refer to theCompany’s most recent Form 10-K, 10-Q and 8-K reports filed withthe SEC.

Additional Information and Where To Find It
In connection with the proposed Merger and required stockholderapproval, the Company will file a proxy statement with theSEC.  The definitive proxy statement will be mailed tostockholders of the Company.  INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANTMATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAINIMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER.Investors and security holders may obtain free copies of thesedocuments (when they are available) and other documents filed withthe SEC at the SEC’s web site at www.sec.gov.  In addition,the documents filed by the Company with the SEC may be obtainedfree of charge by contacting DynCorp International Inc., Attn:Corporate Secretary, DynCorp International Inc., 3190 Fairview ParkDrive, Suite 700, Falls Church, VA 22042.   Our filingswith the SEC are also available on our website at

The Company and its executive officers and directors may be deemedto be participants in the solicitation of proxies from theCompany’s stockholders with respect to the Merger.  Information about the Company’s executive officers and directorsand their ownership of the Company’s Class A Common Stock is setforth in the proxy statement for the Company’s 2009 Annual Meetingof Stockholders, which was filed with the SEC on June 15,2009.  Investors and security holders may obtain more detailedinformation regarding the direct and indirect interests of theCompany and its respective executive officers and directors in theMerger by reading the preliminary and definitive proxy statementsregarding the Merger, which will be filed with the SEC.

This communication shall not constitute an offer to sell or thesolicitation of an offer to sell or the solicitation of an offer tobuy any securities, nor shall there be any sale of securities inany jurisdiction in which such offer, solicitation or sale would beunlawful prior to registration or qualification under thesecurities laws of any such jurisdiction.

04/12/2010