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Consent Solicitation relating to the 9.750% Senior Secured Notes due 2020 of Constellis Holdings, LLC and Constellis Finance Corporation
August 15, 2016

RESTON, Va. (August 15, 2016)–Constellis Holdings, LLC (the “Company” or “Constellis”) and Constellis Finance Corporation (“Finance”, and together with the Company, the “Issuers”) have commenced a consent solicitation (the “Consent Solicitation”) from holders of their 9.750% Senior Secured Notes due 2020 (the “Notes”). The record date to determine holders of the Notes eligible to consent was August 12, 2016.

The Consent Solicitation is being conducted in connection with the previously announced purchase agreement, pursuant to which a consortium of investors headed by Eagle LM5 LLC, a portfolio company of certain funds affiliated with Apollo Global Management, LLC (together with its consolidated subsidiaries and affiliates, “Apollo”), along with other investors including the CEO and President of the Company, certain other members of management, and potentially a number of existing coinvestors, have agreed to purchase all of the issued and outstanding equity interests of the Company (the “Acquisition”). The Consent Solicitation is conditioned upon, among other things, the closing of the Acquisition and other customary conditions precedent.

The Consent Solicitation

The Issuers are seeking consents from holders of the Notes with respect to (i) a waiver (the “Waiver”) of any “Change of Control,” including any obligation of the Issuers to make a “Change of Control Offer”, and (ii) certain amendments to the indenture governing the Notes (the “Proposed Amendments”). The Consent Solicitation is subject to the terms and conditions set forth in the Issuers’ Consent Solicitation Statement dated August 15, 2016 (the “Consent Solicitation Statement”).

Holders of Notes who validly consent to the Waiver and Proposed Amendments on or prior to 5:00 p.m., New York City time, on August 24, 2016, unless otherwise extended (such time and date, as it may be extended, the “Consent Time”), and do not validly revoke their consent prior to the Withdrawal Deadline (as defined in the Consent Solicitation Statement), will be eligible to receive the consent fee set forth below for each $1,000 in principal amount of Notes with respect to which consents have been so received.

Notes 9.750% Senior Secured Notes due 2020
CUSIP Number(s) 210382 AA5;
U21008 AA2;
210382 AB3
Principal Amount Outstanding $450,000,000
Consent Payment for each $1,000 in Principal Amount of Consents $50.00

As of the date of the Consent Solicitation Statement, holders of more than a majority in aggregate principal amount of outstanding Notes have agreed to consent to the Waiver and the Proposed Amendments.


The Consent Solicitation may be terminated or withdrawn at any time and for any reason, including if certain conditions described in the Consent Solicitation Statement, including the satisfaction or waiver of all conditions precedent to the closing of the Acquisition, are not satisfied, subject to applicable law.

This announcement does not constitute a solicitation of any consent in respect of, or an offer to purchase, or a solicitation of an offer to sell, any securities. The Consent Solicitation is being made only pursuant to the Consent Solicitation Statement. The Consent Solicitation Statement will be distributed to all holders of the Notes. Jefferies LLC is acting as solicitation agent for the Consent Solicitation. Ipreo LLC is acting as the information and tabulation agent for the Consent Solicitation. Requests for the Consent Solicitation Statement may be directed to Ipreo at (212) 849-3704 (for brokers and banks) or e-mail at consent@ipreo.com.

About Constellis

Constellis is a leading provider of operational support and risk management services to government and commercial clients worldwide. From security, crisis response and training to logistics, life support, and technology services, we help our clients achieve and sustain success, no matter where they are in the world. With more than 8,000 personnel, we leverage our operational excellence, comprehensive expertise, world-class facilities and global network of partners to quickly deliver tailored, cost-effective and innovative services to our clients. Constellis represents client interests around the world; operating in more than 25 countries with regional offices in Africa, the Americas, Europe and the Middle East. Constellis’ U.S. government division is headquartered in Reston, Virginia while our commercial operations are based out of Dubai, United Arab Emirates. For more information, visit www.constellis.com.

About Apollo

Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai. Apollo had assets under management of approximately $186 billion as of June 30, 2016 in private equity, credit and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources. For more information about Apollo, visit www.agm.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable federal securities laws. The forward-looking statements include, without limitation, statements concerning the Consent Solicitation. Forward-looking statements involve risks and uncertainties, including but not limited to economic, competitive, and technological factors outside the Issuers’ control that may cause actual results to differ materially from the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results. The Issues expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

For more information, please contact:
Katy Pultz
Sr. Manager, Marketing & Communications
+1 703 673 5154