Dresser-Rand Announces Cash Tender Offer to Purchase Any and All of Its Outstanding Senior Subordinated Notes

Dresser-Rand Group Inc. DRC announced today that in light of favorable credit market conditions it has commenced a cash tender offer for any and all of its $370 million outstanding aggregate principal amount of 7-3/8% Senior Subordinated Notes due 2014.

In connection with the Tender Offer, Dresser-Rand is also soliciting consents for certain amendments to the indenture governing the Notes.

In connection with the Tender Offer, assuming that all of the outstanding Notes are tendered prior to the Consent Payment Deadline and purchased pursuant to the Tender Offer, Dresser-Rand expects to record an estimated pre-tax charge to non-operating income in the aggregate of approximately $17.7 million ($0.14 per share after-tax). This includes a pre-tax, non-cash amount for the unamortized financing fees associated with the existing Notes of approximately $6.5 million ($0.05 per share).

The remaining pre-tax amount of approximately $11.2 million ($0.09 per share) relates to the premiums that may be paid to tendering holders of Notes and estimated costs associated with the Tender Offer and Consent Solicitation described above. These expenses will be incurred as the Notes are purchased, which is expected to occur during the first and second quarters of 2011.