Transaction Reports DuPont Performance Coatings The Carlyle Group buys

DuPont Performance Coatings Business for $4.9 Billion

Financial advisors to DuPont Performance Coatings:

The Carlyle Group to Buy DuPont Performance Coatings Business for $4.9 Billion

Global alternative asset manager The Carlyle Group and DuPont have signed a definitive agreement whereby Carlyle will purchase DuPont Performance Coatings (DPC) for $4.9 billion in cash. The transaction is expected to close in the first quarter 2013, subject to customary closing conditions and regulatory approvals.

Legal advisor to The Carlyle Group: Legal advisors to DuPont Performance Coatings:

DPC is a global supplier of vehicle and industrial coating systems with 2012 expected sales of more than $4 billion and more than 11,000 employees. The investment will be funded with equity from Carlyle Partners V and Carlyle Europe Partners III.

“DuPont Performance Coatings is a leader in the automotive and industrial coatings sectors with world-class products and customer service. The business continues to grow and deliver solid results. After a careful review, however, we have determined that DPC’s full growth potential would be best realized outside DuPont and through the sale to Carlyle,” said DuPont Chair and CEO Ellen Kullman. “This transaction is consistent with our vision to be the world’s most dynamic science company and long-term strategy of driving competitive advantages in agriculture and nutrition, advanced materials and biotechnology, which represent high-growth, high-margin opportunities.”

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Greg Ledford, Carlyle Managing Director and Head of the Industrial and Transportation team, said, “DuPont Performance Coatings is a successful business with attractive market positions, next-generation technology and established brands. Through targeted investments we will support DPC’s product development and growth objectives as it transitions to a stand-alone company. We look forward to working with management to fully realize DPC’s great potential.”

Gregor Böhm, Managing Director and Co-head of Carlyle’s

Europe Buyout team, said, “DuPont Performance Coatings is a technology innovator and we look forward to building on its strong market presence to accelerate growth in emerging markets, particularly in China and Brazil.”

Kullman stressed that DuPont remains committed to serving the automotive industry. Following the closing of this transaction, DuPont will generate more than $3 billion in sales of advanced materials to the auto industry. “We will continue to work closely with automotive customers to apply our science-powered innovations related to light weighting of vehicles, revolutionary and environmentally friendly refrigerants, biobased seat fabrics and headliners, and next-generation biofuels,” Kullman said.

DuPont plans to eliminate general corporate overhead costs that were previously allocated to DPC but are not part of the transaction. Additional details will be provided during DuPont’s third quarter earnings announcement. As part of the transaction, Carlyle will assume $250 million of DuPont’s unfunded pension liabilities. DuPont will use the net after-tax proceeds of this sale in a manner consistent with its cash deployment principles and goal to maximize shareholder value creation.

Carlyle’s industrial and automotive investments include Allison Transmission, Hertz and PQ Corporation, as well as recent commitments to invest in Hamilton Sundstrand Industrial, Sunoco’s Philadelphia refinery and regional rail freight operator Genesee & Wyoming.

William R. Denny, Michael W. Whittaker and Jeremy W. Ryan led the transaction for Potter Anderson. William R. Denny of Potter Anderson & Corroon LLP was retained by DuPont to handle the aspects of the transaction relating to information technology, including the transfer and licensing of IT assets and the provision of transitional services.

Eland Oil and Gas

Eland Oil and Gas LSE flotation

Nominated advisor and broker to Eland Oil & Gas PLC: Legal advisors to Eland Oil & Gas PLC: Eland Oil and Gas LSE flotation

Eland Oil and Gas, an energy firm based in Aberdeen but focused on West Africa, is keen to get cracking on an oil mining lease it has purchased in the Niger delta after making its debut on AIM.

The group, which raised £118m (£106.8m net) through a placing of shares at 100p a throw, started trading on AIM on Monday September 3rd with an implied stock market valuation (based on the placing price) of around £134.9m, making it the largest flotation on AIM in more than three years.

The shares placed represent around seven-eighths of the total issued ordinary share capital of Eland Oil and Gas.

Eland has also secured a facility of $22m with Standard Chartered Bank and equity option agreements with two key investors of £10m each.

In April the group, through a joint venture established with a Nigerian partner, agreed to buy a 45% stake in the OML 40 licence owned by Royal Dutch Shell, Total and Nigerian Agip in a $154m deal. The cash Eland is sitting on will initially go to pay for the economic interest in OML 40, with the remainder earmarked for re-commissioning existing infrastructure on the lease and restarting production.

Production from existing wells will be restarted at an expected initial gross rate of at least 2,500 barrels of oil per day (bopd) by the end of February 2013.

Production will increase through development, appraisal and exploration drilling to reach a target

gross production of 50,000 bopd within four years, the company said.

The Nigerian Petroleum Development Company owns the majority 55% stake in OML 40, an onshore project within the Niger Delta, with independently certified gross recoverable proved plus probable (2P) reserves of 71.5m barrels, 3P (2P + possible) reserves of 117m barrels in the Opuama and Gbetiokun Fields, and mean contingent resources of a further 16.7m barrels in the Abiala and Ugbo Fields. All fields contain light "sweet" oil.

In addition, there is an "exciting identified exploration portfolio" of gross prospective resources of 356m barrels of oil based on 3D (three- dimensional) seismic data within the 498 square kilometres of OML 40.

Former Addax Petroleum men Les Blair and George Maxwell are Chief Executive Officer and Chief Financial Officer, respectively, for Eland.

Canadian-listed exploration and production company Addax, which also had assets in Nigeria, was bought by Chinese firm Sinopec for £4.4bn in 2009.

"I look forward to updating shareholders and the market as we progress our work programme which is designed to rapidly monetise this asset for the benefit of both our shareholders, the communities within the licence area and all other stakeholders," Blair said.