Dresser-Rand Group Inc. Commences Secondary Offering of Common Stock
HOUSTON, TX, April 18, 2006 -- Dresser-Rand Group Inc., a global supplier of rotating equipment, announced today that it had
commenced a secondary offering of up to 20,000,000 shares of its common stock to be sold by its direct parent, D-R
Interholding, LLC. The selling stockholder will grant the underwriters an option to purchase up to 3,000,000 additional shares
of common stock to cover over-allotments. Dresser-Rand Group Inc. will not receive any proceeds from the sale of shares in
the offering. The net proceeds will be distributed by the selling stockholder to affiliates of First Reserve Corporation and to
certain members of Dresser-Rand management.
Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and UBS Securities LLC are serving as joint book-running
managers of the offering. Bear, Stearns & Co. Inc. and Lehman Brothers Inc. are co-lead managers of the offering. Natexis
Bleichroeder Inc., Simmons & Company International and Howard Weil Incorporated are co-managers of the offering.
The offering is being made by means of a prospectus, copies of which may be obtained from Morgan Stanley & Co.
Incorporated, Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, (tel. 866-718-1649) or by e-mail at
email@example.com, Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn,
New York 11220 (tel. 718-765-6732) or UBS Investment Bank, Prospectus Dept 299 Park, NYC 10171. (tel. 212 821 3000).
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not
yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall
there be any sale of these securities in any state or jurisdiction in which such