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The Carlyle Group and BC Partners Agree to Acquire Hamilton Sundstrand Industrial from United Technologies for $3.46 Billion

BC Partners, a leading international private equity firm, and global alternative asset manager The Carlyle Group (NASDAQ: CG) today announced a definitive agreement to acquire Hamilton Sundstrand Industrial, a manufacturer of highly engineered, mission-critical pumps and compressors for the global industrial, infrastructure and energy markets, from United Technologies Corporation (NYSE: UTX) for $3.46 billion. The transaction is expected to close in the fourth quarter of 2012.

The investment will be funded in an equal partnership with equity from BC European Capital IX and Carlyle Partners V L.P. as well as third-party debt provided by a banking consortium. Together, Carlyle and BC Partners plan to increase investment in the company’s product development activities and to leverage the global footprints of both firms to enable the company to accelerate its growth.

Raymond Svider, Co-Chairman and Managing Partner of BC Partners, said, "Hamilton Sundstrand Industrial is a world-class platform and we are excited about the company’s significant growth prospects, including in key emerging markets."

Mark Fariborz, Partner at BC Partners, added, "We look forward to working with our partners at Carlyle to invest behind Hamilton Sundstrand Industrial and to help build a truly best-in-class global industrial business."

Brian Bernasek, Carlyle Managing Director, said, "We look forward to working with the Hamilton Sundstrand Industrial team in the transition to a stand-alone company. The company is well positioned in its markets and will benefit from additional investment to fund product development and growth initiatives."

Vipul Amin, Principal of The Carlyle Group, said, "We believe Hamilton Sundstrand Industrial’s strong product mix combined with secular growth trends in the energy, chemicals and industrials sectors create attractive long-term growth prospects for the company."

Carlyle and BC Partners have a history of successful industrial investments including Carlyle’s ownership of Allison Transmission, Rexnord Corporation and AxleTech International and BC Partners’ investments in Brenntag, SGB-SMIT Group and Interpump.

Hamilton Sundstrand Industrial comprises three businesses that are among the global leaders in their respective industries. Sundyne is a manufacturer of high-speed pumps and compressors used principally for mission-critical, down-stream oil and gas and chemical/industrial infrastructure. Milton Roy is a provider of metering pumps used in chemical, oil and gas and water treatment applications. Sullair is a global manufacturer of rotary screw air compressors used to power air-driven industrial equipment and tools used in the industrial manufacturing and the energy, mining and chemicals industries. The company operates 19 manufacturing facilities in the U.S., France, China, Australia, the U.K., Spain and India.

Citigroup and RBC Capital Markets served as financial advisors and Latham & Watkins served as legal advisor to BC Partners and Carlyle in connection with the transaction, which is subject to regulatory approval and customary closing conditions. External debt financing commitments have been provided by Citigroup, Credit Suisse, Deutsche Bank, Morgan Stanley, RBC Capital Markets and UBS.

About BC Partners

BC Partners is a leading private equity firm with advised funds of €12.6 billion ($16.4 billion). Established in 1986, BC Partners has played an active role in developing the European buy-out market for 25 years. BC Partners executives operate as an integrated team through the firm’s offices in Europe and North America, acquiring and developing businesses to create value in partnership with management. Since inception, BC Partners has completed 79 investments in companies with a total enterprise value of €74 billion. The acquisition of Hamilton Sundstrand Industrial is the third investment from BC Partners’ ninth fund which held its final closing on €6.7 billion in February 2012. BC Partners has significant expertise in the industrial sector. BC Partners Funds have led investments in Brenntag, a global leader in chemical distribution, and SGB-SMIT Group, a global manufacturer of power transformers.

About The Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global alternative asset manager with approximately $159 billion of assets under management in 94 active funds and 63 fund of fund vehicles as of March 31, 2012. Carlyle invests across four segments – Corporate Private Equity, Real Assets, Global Market Strategies and Fund of Funds Solutions – in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has developed expertise in various industries, including: aerospace, defense & government services, consumer & retail, energy, financial services, healthcare, industrial, technology & business services, telecommunications & media and transportation. The Carlyle Group employs approximately 1,300 people in 32 offices across six continents. The Carlyle Group – YouTube Channel