Clayton, Dubilier & Rice Combines Brand Energy & Infrastructure Services with Harsco Infrastructure to Form New $3 Billion Company

Merger Creates Leading Worldwide Provider of Specialized Services to the Global Energy, Industrial and Infrastructure Markets

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Clayton, Dubilier & Rice

Nov 26, 2013, 04:19 ET

NEW YORK and KENNESAW, Ga., Nov. 26, 2013 /PRNewswire/ -- Brand Energy & Infrastructure Services ("Brand"), Clayton, Dubilier & Rice ("CD&R") and Harsco Corporation (NYSE: HSC) ("Harsco") announced today the completion of transactions resulting in the combination of Harsco's Infrastructure business with Brand. CD&R funds will hold a majority position in the new company, which will operate under the Brand Energy & Infrastructure Services name and generate approximately $3 billion in pro forma revenues.

This transaction combines two leading specialized services businesses to the global energy, industrial and infrastructure markets, creating a market leader with longstanding customer relationships and well-recognized brands. Brand offers a differentiated value proposition for customers' recurring maintenance and capital expansion needs, providing a single-source solution for many of their specialized industrial and infrastructure services requirements on a world-wide basis.

"The combination of Brand and Harsco Infrastructure creates a true global leader in both specialized industrial services and forming & shoring. The resulting global footprint, breadth of services and history of technical expertise allow us to offer best-in-class services and solutions to customers in the growing energy and infrastructure markets worldwide," said Paul Wood, who will continue to serve in his role as Chairman and Chief Executive Officer of the combined company.

The new Brand's global footprint, broad service offerings and rigorous operating processes uniquely position the Company to support customers' required facility maintenance and turnaround needs, as well as capital-driven upgrade and expansion plans. Approximately 80% of pro forma annual revenues are derived from services provided to energy and industrial end markets, and two-thirds come from customers' recurring maintenance needs.

The Board of Directors will include representatives from CD&R, Brand and Harsco Corporation and CD&R Partner John Krenicki, Jr., former Vice Chairman of General Electric and President and CEO of GE Energy, will serve as Lead Director. Brand will retain its existing headquarters in Kennesaw, Georgia.

Financing for the transaction was led by Morgan Stanley, Citigroup Global Markets Inc., Goldman Sachs Bank USA and UBS Investment Bank, followed by, in alphabetical order, HSBC Securities (USA) Inc., ING Capital LLC, Natixis Securities Americas LLC, RBS Securities Inc., SG Americas Securities, LLC, and SunTrust Robinson Humphrey, Inc.

Morgan Stanley, Citi, Goldman Sachs & Co. and UBS Investment Bank acted as financial advisors to CD&R with respect to the Harsco Infrastructure transaction, and Morgan Stanley, Citi, Goldman Sachs & Co. and UBS Investment Bank acted as financial advisors to CD&R with respect to the Brand Energy & Infrastructure Services transaction. Debevoise & Plimpton LLP acted as legal advisor to CD&R. Lead advisor Robert W. Baird & Co. and Credit Suisse acted as financial advisors to Harsco, and Weil, Gotshal & Manges LLP acted as legal advisor to Harsco.

About Brand Energy & Infrastructure Services
Brand Energy and Infrastructure Services is a leading provider of specialized services to the global energy, industrial and infrastructure markets. Its range of service offerings include work access, corrosion management, atmospheric and immersion coatings, insulation services, fireproofing & refractory, mechanical services, forming & shoring and other complementary specialty services. Brand delivers its services through a network of over 370 branches on six continents, with a particular focus on the major hydrocarbon and power generation markets globally. For additional information visit www.beis.com.

About Clayton, Dubilier & Rice
Founded in 1978, Clayton, Dubilier & Rice is a private investment firm. Since its inception, CD&R has invested in 57 businesses with an aggregate transaction value of approximately $90 billion. CD&R's industrial investments in recent years include: Wilsonart, the former Decorative Surfaces division of ITW; Hussmann International, formerly a division of Ingersoll Rand; and Atkore International, formerly Tyco International's Electrical and Metal Products business. For more information, please visit www.cdr-inc.com.

About Harsco Corporation
Harsco Corporation's diversified businesses serve major industries that are fundamental to worldwide economic development, including steel and metals production, construction, railways and energy. Harsco's common stock is a component of the S&P MidCap 400 Index and the Russell 1000 Index. Additional information can be found at www.harsco.com.

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SOURCE Clayton, Dubilier & Rice