Harsco to Sell Infrastructure Business Into Joint Venture With Clayton, Dubilier & Rice; Joint Venture to Combine Infrastructure

Harsco to Sell Infrastructure Business Into Joint Venture With Clayton,
Dubilier & Rice; Joint Venture to Combine Infrastructure With Brand Energy to
Form New $3 Billion Company

                    Harsco to Receive $300 Million in Cash
              And 29 Percent Equity Stake in Combined Enterprise

       Harsco to Host Conference Call at10:30 a.m. Eastern Time Today
                            to Discuss Transaction

CAMP HILL, Pa., Sept. 16, 2013 (GLOBE NEWSWIRE) -- Diversified global
industrial company Harsco Corporation (NYSE:HSC) today announced an agreement
to sell Harsco's Infrastructure division into a joint venture with Clayton,
Dubilier & Rice ("CD&R") under a transaction that will combine the
Infrastructure division with Brand Energy & Infrastructure Services, Inc.
("Brand"), which CD&R is simultaneously acquiring from First Reserve. The
combined company, which will continue under the name Brand Energy &
Infrastructure Services, will be a leading, single-source provider of
specialized industrial services to the worldwide energy and infrastructure
sectors.Upon closing of the transaction, Harsco will receive cash proceeds of
approximately $300 million and a 29 percent equity stake in the combined
company, which has an enterprise value of approximately $2.5billion.

"This transaction is the first major step in the strategic transformation of
Harsco," said PatrickDecker, Harsco President and Chief Executive
Officer."It follows a period of extensive consideration and offers a number
of compelling benefits to our shareholders.First, it immediately strengthens
the financial profile of the Company while providing the financial flexibility
to pursue higher return, higher growth opportunities.Second, it reduces the
complexity of our business, consistent with our objectives for internal
simplification and greater operating efficiency.Third, by maintaining an
equity position in a stronger and more profitable combined business, Harsco
stands to benefit from the additional value that will be created by the new
venture."

Transaction Benefits to Harsco

• Strengthens Harsco's financial profile.Immediately upon the close of the
transaction, Harsco will receive approximately $300 million in cash, which
will significantly strengthen the Company's balance sheet and enable the
Company to reallocate capital to higher-return opportunities.On a pro forma
basis, Harsco expects the transaction to improve margins, be immediately
accretive to earnings in the first year after close and improve the Company's
return on capital.

• Positions Harsco to pursue opportunities with attractive return and growth
profiles.Harsco believes there are a number of organic growth and bolt-on
acquisition opportunities to create differential value and generate improved
returns and growth.

• Reduces the complexity of the Harsco portfolio. This transaction is
aligned with Harsco's stated objectives to generate more attractive returns
and improve the underlying performance of its businesses, particularly its
Metals & Minerals segment.Under its ongoing Simplification initiative, Harsco
is streamlining its operational structure and processes to improve internal
execution and efficiency.Going forward, Harsco expects toreduce its overhead
cost profile commensurate with its reduced complexity and simplified
structure.

• Creates the opportunity for additional value creation.Harsco will benefit
from its equity position in a stronger and larger business with a more
diversified portfolio of services and offerings.

The New Brand Energy & Infrastructure Services

Pro forma 2013 annual revenues for the combined company are estimated at
nearly $3 billion and EBITDA margin is expected to be in the low double
digits.Approximately two-thirds of the combined company's revenues are
expected to be generated from the energy sector, with a significant level of
recurring revenue driven by required maintenance work.

Paul T. Wood, current Chairman and Chief Executive Officer of Brand, will
continue to serve inthis role in the combined company.The Board of Directors
will include representatives fromCD&R, Brand and Harsco.CD&R Partner John
Krenicki, former vice chairman of GeneralElectric Company and former head of
its energy business, will serve as Lead Director.The new company will be
headquartered in suburban Atlanta, Georgia, the current headquarters ofBrand.

"We are excited to help build a global leader in both specialized industrial
services and infrastructure services," said Nathan K. Sleeper, a CD&R
Partner."We believe that the combined company has a well-positioned global
platform, very favorable growth prospects and a deep set of capabilities to
serve customers across its diverse end markets."

Mr. Wood added, "The integration with Harsco Infrastructure directly aligns
with our company's strategy to expand our specialty service offering.The
combination of these two groups of strong local operating companies and
management teams creates a true global leader in both specialized industrial
services and forming & shoring.The resulting global footprint will enable us
to offer best in class operating capabilities to our customers in the growing
energy and infrastructure markets."

Additional Terms of the Transaction

Under the terms of the transaction, Harsco will receive approximately $300
million in cash and an equity stake in the combined company initially valued
at $225 million, valuing Harsco's Infrastructure division at $525 million.The
enterprise value of the combined company is estimated to be approximately $2.5
billion, which includes $1.7 billion in debt financing.

Financing and Approvals

The transaction, which was unanimously approved by the Harsco board of
directors, is expected to close before the end of this year, subject to
customary closing conditions and regulatory approvals, as well as satisfactory
conclusion of the relevant works council/trade union consultation procedures.

A commitment for financing the transaction has been provided by Morgan
Stanley, Citigroup Global Markets Inc., Goldman Sachs Bank USA and UBS
Investment Bank.

Lead advisor Robert W. Baird & Co. and Credit Suisse acted as financial
advisors to Harsco, and Weil, Gotshal & Manges LLP acted as legal advisor to
Harsco.Morgan Stanley, Citi, Goldman Sachs & Co. and UBS Investment Bank
acted as financial advisors to CD&R with respect to the Harsco Infrastructure
transaction, and Citi, Goldman Sachs & Co. and UBS Investment Bank acted as
financial advisors to CD&R with respect to the Brand Energy & Infrastructure
Services transaction.Debevoise & Plimpton LLP acted as legal advisor toCD&R.

Investor Conference Call / Webcast Information

Harsco will hold a conference call today at 10:30 a.m. Eastern Time to discuss
the transaction and respond to questions from the investment community. The
conference call will be broadcast live through the Harsco Corporation website
at www.harsco.com. The Company will refer to a slide presentation that
accompanies its formal remarks.The slide presentation will be available on
the Company's website.

The call can also be accessed by telephone by dialing (800) 611-4920, or (973)
200-3957 for international callers.Enter Conference ID number
64612728.Listeners are advised to dial in at least five minutes prior to the
call.

Replays will be available after completion of the live call at
www.harsco.com.The replay will also be available by telephone from
approximately 2:00p.m. ET today through October 16, 2013.The telephone
replay dial-in numbers are (855) 859-2056 or (404) 537-3406.Enter Conference
ID number 64612728.

About Harsco Corporation

Harsco Corporation's diversified businesses serve major industries that are
fundamental to worldwide economic development, including steel and metals
production, construction, railways and energy.Harsco's common stock is a
component of the S&P MidCap 400 Index and the Russell 1000 Index. Additional
information can be found at www.harsco.com.

About Clayton, Dubilier & Rice

Founded in 1978, Clayton, Dubilier & Rice is a private investment firm.Since
its inception, CD&R has invested in 56 U.S. and European businesses with an
aggregate transaction value of approximately $90 billion.CD&R's industrial
investments in recent years include: Wilsonart, the former Decorative Surfaces
division of ITW; Hussmann International, formerly a division of Ingersoll
Rand; and Atkore International, formerly Tyco International's Electrical and
Metal Products business.For more information, please visit www.cdr-inc.com.

About Brand Energy & Infrastructure Services

Brand Energy and Infrastructure Services is a leading provider of specialty
services to North America's energy markets.Its extensive portfolio of
specialized industrial service offerings include scaffolding, coatings,
insulation, refractory, forming & shoring, cathodic protection, mechanical
services and other related crafts.The company also serves the infrastructure
and commercial markets throughout North America and in strategic international
regions.Brand operates in five key market segments: Upstream/ Midstream,
Downstream, Power Generation, Industrial and Infrastructure.For additional
information, visit www.beis.com.

Forward-Looking Statements

The nature of Harsco Corporation's (the "Company") business and the many
countries in which it operates subject it to changing economic, competitive,
regulatory and technological conditions, risks and uncertainties.In
accordance with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company provides the following cautionary
remarks regarding important factors that, among others, could cause future
results to differ materially from the results contemplated by forward-looking
statements, including the expectations and assumptions expressed or implied
herein.Forward-looking statements contained herein could include, among other
things, statements about the Company's outlook for the new company;
management's confidence in and strategies for performance; expectations for
new and existing products, technologies and opportunities; and expectations
regarding growth, revenues, cash flows, earnings and Economic Value Added
("EVA®").Forward-looking statements can be identified by the use of such
terms as "may," "could," "expect," "anticipate," "intend," "believe,"
"likely," "estimate," "plan" or other comparable terms.

Factors that could cause actual results to differ, perhaps materially, from
those implied by forward-looking statements include, but are not limited to:
(1) changes in the worldwide business environment in which the Company and the
new company operate, including general economic conditions; (2) market and
competitive changes, including pricing pressures, market demand and acceptance
for new products, services and technologies; (3) the Company's and the new
company's ability to successfully enter into new contracts and complete new
acquisitions or joint ventures in the timeframe contemplated, or at all; (4)
the integration of the Company's strategic acquisitions; (5) the prolonged
recovery in global financial and credit markets and economic conditions
generally, which could result in the Company's and the new company's customers
curtailing development projects, construction, production and capital
expenditures, which, in turn, could reduce the demand for the Company's and
new company's products and services and, accordingly, the Company's revenues,
margins and profitability; (6) the Company's ability to successfully implement
and receive the expected benefits of cost-reduction and restructuring
initiatives, including the achievement of expected cost savings in the
expected time frame; (7) the Company's ability to successfully implement its
strategic initiatives and portfolio optimization and the impact of such
initiatives; (8) the timing to consummate the joint venture between the
Company and CD&R; (9) the ability and timing to obtain required regulatory
approvals and satisfy other closing conditions for the proposed joint venture;
(10) the new company's ability to realize the synergies contemplated by the
potential transaction; (11) the new company's ability to promptly and
effectively integrate the Company's Infrastructure business and the Brand
Energy & Infrastructure Services business; (12) the Company's ability to
realize cost savings from the divestiture of its Infrastructure business, as
well as the divestiture being accretive to earnings and improving margins and
return on capital; (13) the amount ultimately realized from the Company's exit
from the new company and the timing of such exit; and (14) other risk factors
listed from time to time in the Company's SEC reports.A further discussion of
these, along with other potential risk factors, can be found in the "Risk
Factors" section of the Company's Form 10-K for the year ended December 31,
2012.The Company cautions that these factors may not be exhaustive and that
many of these factors are beyond the Company's ability to control or
predict.Accordingly, forward-looking statements should not be relied upon as
a prediction of actual results.The Company undertakes no duty to update
forward-looking statements except as may be required by law.

CONTACT: Investor Contact
         James Jacobson
         717.612.5628
         jjacobson@harsco.com
        
         Media Contact
         Kenneth Julian
         717.730.3683
         kjulian@harsco.com
        
         Media Contact
         Jennifer Beugelmans
         212-355-4449
         jBeugelmans@joelefrank.com

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