FALLS CHURCH, Va. (June 30, 2010) – DynCorpInternational LLC (“DynCorp International”), the wholly-ownedoperating subsidiary of DynCorp International Inc. (“DI”), (NYSE:DCP), announced today the extension of the expiration time for thepreviously announced cash tender offer and consent solicitation forany and all outstanding $376,219,000 aggregate principal amount of9.5% Senior Subordinated Notes due 2013 (CUSIP No. 23326BAB0) (the”Notes”) of DynCorp International and DIV CapitalCorporation. The expiration time for the cash tender offerand consent solicitation has been extended from midnight, New YorkCity time, on July 2, 2010, to 8:00 a.m., New York City time, onJuly 7, 2010, unless further extended in accordance with the termsof the Offer to Purchase and Consent Solicitation Statement, datedJune 7, 2010. The expiration time for the cash tender offer andconsent solicitation is also the date on which the previouslyannounced merger of DI with and into Delta Tucker Sub, Inc., anentity created on behalf of affiliated funds and/or managedaccounts of Cerberus Capital Management L.P., is scheduled toclose.
Except for the extension described above, all of the terms andconditions set forth in the Offer to Purchase and ConsentSolicitation Statement dated June 7, 2010 and related Consent andLetter of Transmittal with respect to the Notes (collectively, the”Offer Documents”) remain unchanged. As of 5:00 p.m.,New York City time, on June 28, 2010, $374,219,000 principalamount, or approximately 99.5%, of the Notes had beentendered.
DynCorp International’s tender offer is subject to theconditions set forth in the Offer Documents including, among otherthings, the consummation of the Merger. However, completion of thetender offer and consent solicitation is not a condition tocompletion of the Merger.
DynCorp International has retained Citi and BofA Merrill Lynchto act as dealer managers in connection with the tender offer andconsent solicitation. Questions about the tender offer and consentsolicitation may be directed to Citi at (800) 558-3745 (toll free)or (212) 723-6106 (collect) or BofA Merrill Lynch at (888) 292-0070(toll free) or (980) 388-9217 (collect). Copies of the OfferDocuments and other related documents may be obtained fromMacKenzie Partners, Inc., the information agent and depositary forthe tender offer and consent solicitation, at (800) 322-2885 (tollfree) or (212) 929-5500 (collect).
The tender offer and consent solicitation are being made solelypursuant to the Offer Documents, which set forth the complete termsof the tender offer and consent solicitation.
Under no circumstances shall this press release constitute anoffer to purchase or the solicitation of an offer to sell the Notesor any other securities of DynCorp International, DI or DIV CapitalCorporation. It also is not a solicitation of consents to theproposed amendments to the indenture. No recommendation is made asto whether holders of the Notes should tender their Notes or givetheir consent.
This press release does not constitute an offer to sell or thesolicitation of an offer to buy any security and shall notconstitute an offer, solicitation or sale of any securities in anyjurisdiction in which such offering, solicitation or sale would beunlawful.
About DynCorp International Inc.
DynCorp International Inc., through its wholly-owned subsidiaryDynCorp International LLC, is a global government services providerin support of U.S. national security and foreign policy objectives,delivering support solutions for defense, diplomacy, andinternational development. DI operates major programs in logistics,platform support, contingency operations, and training andmentoring to reinforce security, community stability, and the ruleof law. DI is headquartered in Falls Church, Va. For moreinformation, visit www.dyn-intl.com.
Certain statements made in this announcement may constitute”forward-looking statements” within the meaning of Section 27A ofthe Securities Act, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended, regarding the expectations ofmanagement with respect to revenue and profitability. All of theseforward-looking statements are based on estimates and assumptionsmade by DI’s management that, although believed by DI to bereasonable, are inherently uncertain. Forward-looking statementsinvolve risks and uncertainties, including, but not limited to,economic, competitive, governmental, and technological factorsoutside of DI’s control that may cause its business, strategy oractual results or events to differ materially from the statementsmade herein. These risks and uncertainties may include, but are notlimited to, the following: DI’s proposed Merger; the future impactof acquisitions; the success of current or future joint ventures orteaming agreements; our substantial level of indebtedness; theoutcome of any material litigation, government investigation orother regulatory matters; policy and/or spending changesimplemented by the Obama administration; termination ormodification of key U.S. government contracts; changes in thedemand for services DI provides; pursuit of new commercial businessin the U.S. and abroad; activities of competitors including bidprotests; changes in significant operating expenses; changes inavailability of or cost of capital; general political, economic andbusiness conditions in the U.S. and abroad; acts of war orterrorist activities; variations in performance of financialmarkets; the inherent difficulties of estimating future contractrevenue; changes in anticipated revenue from indefinite delivery,indefinite quantity contracts; changes in expected percentages offuture revenue represented by fixed-price and time-and-materialscontracts; outcome of any significant litigation, including, butnot limited to, the shareholder lawsuits filed in connection withthe Merger; and other risks detailed from time to time in DI’sreports filed with the SEC, including DI’s definitive proxystatement, which was filed on May 17, 2010, and DI’s Annual Reporton Form 10-K, which was filed on June 4, 2010. Given these risksand uncertainties, you are cautioned not to place undue reliance onforward-looking statements. DI’s actual results could differmaterially from those contained in the forward-looking statements.DI undertakes no obligation to publicly update or revise anyforward-looking statement as a result of new information, futureevents or otherwise, except as required by law.