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DynCorp International LLC Receives Requisite Consents In Consent Solicitation For 9.5% Senior Subordinated Notes Due 2013

 

DynCorp International LLC (“DI”), the wholly-owned operating subsidiary of DynCorp International Inc. (“DynCorp International”), (NYSE: DCP), announced today that it has received, as of 5:00 p.m. New York City time, on June 18, 2010, tenders and consents from holders of $374,112,000 principal amount, or approximately 99.4%, of the 9.5% Senior Subordinated Notes due 2013 (CUSIP No. 23326BAB0) (the “Notes”) of DI and DIV Capital Corporation in connection with its previously announced cash tender offer and consent solicitation. The tender offer and consent solicitation is being conducted pursuant to that certain Agreement and Plan of Merger, dated as of April 11, 2010 (the “Merger Agreement”), by and among DynCorp International, Delta Tucker Holdings, Inc. (“Parent”) and Delta Tucker Sub, Inc. (“Merger Sub”). Parent and Merger Sub are entities created on behalf of affiliated funds and/or managed accounts of Cerberus Capital Management L.P. Pursuant to the Merger Agreement, as of the effective time of the Merger (as defined in the Merger Agreement), DynCorp International will become a wholly-owned subsidiary of Parent.

As a result of the receipt of the requisite consents, DI and DIV Capital Corporation intend to enter into a supplemental indenture effecting the proposed amendments, substantially as described in the Offer to Purchase and Consent Solicitation Statement dated June 7, 2010 and the related Consent and Letter of Transmittal (the “Offer Documents”), with the trustee under the indenture. The proposed amendments, which will eliminate most of the restrictive covenants and certain events of default, will become operative when DI accepts for purchase the Notes validly tendered pursuant to the terms of the Offer Documents. Upon execution of the supplemental indenture, holders who have validly tendered their Notes may no longer withdraw their tenders and consents.

DI’s tender offer is subject to the conditions set forth in the Offer Documents including, among other things, the consummation of the Merger. However, completion of the tender offer and consent solicitation is not a condition to completion of the Merger.

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