ACON Investments Announces the Completion of Its Mariner Energy and Tri-State Outdoor Media Group Investments.

Business Editors

WASHINGTON--(BUSINESS WIRE)--March 3, 2004

ACON Investments announced that it has successfully consummated two new investments; the purchase of Mariner Energy Inc. from an affiliate of Enron Corporation and the acquisition of Tri-State Outdoor Media Group, Inc. from its existing shareholders. Including Tri-State and Mariner, ACON has completed five privately negotiated investments in the last several months in transactions valued at over $550 million.

ACON Investments, in partnership with Carlyle-Riverstone Holdings II, completed the purchase of Mariner Energy Inc. from an affiliate of Enron for $271 million. The purchase was approved by the U.S. Bankruptcy Court for the Southern District of New York on February 19, 2004.

Mariner is a leading oil and gas exploration firm with significant assets in the Gulf of Mexico and throughout the southwestern United States. Mariner has over 220 Bcfe of proven assets and has recently added significant additional resources to its natural resource asset base. ACON and Carlyle-Riverstone believe that Mariner was significantly impaired over the last eighteen months because of its relationship to Enron, and, as a result, the company has been limited in its access to capital, industry partnerships and new exploration opportunities. Under new leadership, ACON and Carlyle-Riverstone expect that Mariner will once again be open to partnerships with leading oil and gas exploration and development firms and should have no barriers to impede its continued growth.

Mariner will be led by Scott Josey an experienced CEO with over 25 years experience in the oil and gas industry. Josey intends to continue to steer Mariner, which under Enron focused on deep-water exploration, towards less risky opportunities in progressively shallower waters of the Gulf of Mexico. Along with ACON and Carlyle-Riverstone, Josey believes the timing of the transaction is auspicious given the outlook for the sector, current commodity prices and recent developments within the company.

Debt financing for the transaction was provided by The Union Bank of California and Paribas Capital Markets.

Separately, ACON Outdoor Partners, L.P., an affiliate of ACON Investments, together with the principals of Matthew Outdoor Advertising, has acquired Tri-State Outdoor Media Group, Inc. from its shareholders. Terms of the sale were not disclosed.

The Company, which will be renamed Magic Media, is the United States' fourth largest outdoor advertising company and has grown over the years to represent a valuable and strategic mix of outdoor advertising assets including billboards, posters and benches spanning 26 states and representing over 12,000 display faces.

"We are excited about and looking forward to the future. We are planning and preparing for many positive changes," said James McAndrew, President of Matthew and Tri-State's new Chief Executive Officer. "We look forward to pursuing an aggressive growth strategy and generating 'magic' for our customers' media dollars," McAndrew said.

"The ability to acquire an under-managed and underutilized strategic asset base such as Tri-State's is very compelling to us," said Ken Brotman, founding partner of ACON. The combination of our new management team, the existing employees of the Company and our strong financial partners will help transform this company into a leader in the outdoor advertising field," Brotman said.

Debt financing for the transaction was provided by the Goldman Sachs Specialty Lending Group and GE Commercial Finance. Daniels & Associates represented the buyer in the financing and consummation of the acquisition.

ACON Investments is a Washington, D.C.-based private equity investment firm with approximately $700 million of capital under management. Founded in 1996, ACON manages private equity funds and special purpose investment partnerships with investments in the United States, Europe and Latin America. Among its activities, ACON is affiliated with Texas Pacific Group, one of the leading private equity organizations in the world. ACON pursues a theme-based investment strategy by focusing on industries or businesses at key inflection points in their development and pursues these opportunities in close partnership with established management teams. ACON has offices in Washington, D.C. and Madrid, Spain.

Among the other recent investments ACON has made is the founding of Impremedia, a new entity formed together with Clarity Partners and Halyard Capital to consolidate the Spanish language newspaper sector. Impremedia has since successfully consummated the acquisitions of El Diario/La Prensa in New York and La Opinion in Los Angeles, representing the oldest and largest Spanish language daily newspapers, respectively, and making ImpreMedia one of the nation's largest network of Spanish language daily newspapers in terms of circulation. ACON has also recently invested in RadioVisa Corporation, a Spanish language radio station and syndicated programming company. Additionally, ACON owns Signal International, a marine construction company headquartered in Pascagoula, MS, which was purchased out of bankruptcy in 2003 and Florimex International, the world's largest distributor of fresh cut flowers headquartered in Amsterdam, Holland, which was acquired in 2001 from the bankrupt estate of USA Floral.