Under the terms of the agreement, an affiliate of GTCR will commence on or about May 3, 2010 a tender offer to acquire all of the outstanding common stock of Protection One for USD 15.50 per share in cash, followed by a merger to acquire all remaining outstanding Protection One shares at that same price. The offer price represents a premium of 13 % over the April 23, 2010 closing stock price of USD 13.76, and a premium of 118 % over the USD 7.10 closing stock price on January 19, 2010, which was the last business day prior to Protection One's public announcement that it was considering a possible sale of the company. The total purchase price, including the refinancing of Protection One's debt, will be approximately USD 828 million. JP Morgan Chase Bank, N.A., Barclays Capital and TCW/Crescent Mezzanine have committed to providing the debt financing in support of the transaction.

Protection One's board of directors unanimously approved the transaction, which is subject to customary closing conditions, including minimum levels of participation in the tender offer and regulatory approvals. The transaction is expected to be completed in the second quarter of 2010. Upon completion of the merger, Protection One will become a private company, wholly owned by an affiliate of GTCR.

"Our board of directors has determined that the proposed price for the transaction is fair to Protection One's stockholders. We also expect that the tender offer will deliver value to Protection One's stockholders in a more efficient and more immediate fashion than under a traditional merger process," said Richard Ginsburg, Chief Executive Officer of Protection One.

"This acquisition is an exciting opportunity for GTCR and all of Protection One's stakeholders. We are thrilled to be involved in the security alarm monitoring industry for a third time in the past ten years. We look forward to building on the strong base of business established by Protection One's top-quality team of employees, while continuing to provide great service to Protection One's customers," added David A. Donnini, Principal of GTCR.

Affiliates of Quadrangle Group LLC and Monarch Capital Partners, which together own over 60 % of the fully diluted shares (and approximately 70 % of the currently outstanding shares) of Protection One, have each executed a tender and support agreement pursuant to which they have agreed to validly tender (and not withdraw) their shares in the tender offer.

Protection One's financial advisor in the transaction is J.P. Morgan Securities Inc. and its legal advisor is Kirkland & Ellis LLP. Lazard Freres & Co. LLC advised Protection One's board of directors and its independent transactions committee with respect to the fairness of the offer price to be paid in the transaction.

Morgan Keegan & Company, Inc. and Barclays Capital served as M&A advisors and Barnes Associates served as an industry advisor to GTCR. Latham & Watkins LLP and Skadden, Arps, Slate, Meagher & Flom LLP provided GTCR legal counsel.