Lexington Partners To Acquire 80% Of Citi's Commitment to Metalmark Capital Partners II For $1.5B; Remaining 20% To be Offered To Existing MCP II Ltd. Partners

Citigroup Inc.

and Lexington Partners ("Lexington") announced today that they have entered into a definitive agreement whereby Citi will sell 80% of its $1.5 billion limited partnership interest in Metalmark Capital Partners II (“MCP II”) to Lexington. As part of the previously announced revision of the business relationship between Citi and Metalmark in December 2013, Citi will offer 20% of its limited partnership interest to existing MCP II limited partners. Terms of the transaction, which is expected to close in the fourth quarter of 2014, are not being disclosed. Completion of the transaction is subject to customary closing conditions. “We are excited to expand our longstanding relationship with the principals at Metalmark, a leading middle market sponsor with whom Lexington has been an investor for nearly 20 years,” said Brent Nicklas, Managing Partner of Lexington Partners. “We are pleased to increase our commitment to MCP II and support the ongoing investment activities of the Metalmark team.” "We are pleased to build upon our relationship with Lexington Partners, a longstanding Metalmark investor and a leading private equity investor with global institutional sponsorship,” said Howard Hoffen, Chairman and Chief Executive Officer of Metalmark Capital. “Metalmark looks forward to delivering additional value for all MCP II investors over the next several years. We also thank Citi for their partnership and participation in MCP II." Recently, Metalmark has been very active with the closing of a significant investment in PTW Energy Services, a leading Canadian energy services company, and the sale of two successful healthcare investments – Healogics, Inc. and Aegis Sciences Corporation. These investments exhibit Metalmark's strategy of building long-term value through active and supportive partnerships with the companies and management teams in which it invests.