Bain Capital to Acquire Guitar Center Inc.

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Guitar Center Inc. announced that it has signed a definitive agreement to be acquired by affiliates of Bain Capital Partners, LLC, a leading global private investment firm. The total transaction value, including assumed debt, is approximately $2.1 billion.

Under the terms of the merger agreement, stockholders will receive $63 in cash in exchange for each share of Guitar Center common stock they own. This represents a 26-percent premium over the closing price of Guitar Center's shares on June 26, 2007.

This agreement represents the culmination of an auction process led by Goldman, Sachs & Co., to solicit interest in a potential acquisition of the company. The board of directors of Guitar Center, acting on the recommendation of a special committee of independent directors, has approved the merger agreement and recommends that Guitar Center stockholders support the transaction.

The transaction is expected to close in the fourth quarter of 2007 and is subject to customary closing conditions, including the approval of Guitar Center's stockholders.

"We believe this transaction delivers outstanding value for our stockholders, and is a strong validation of the company's accomplishments over the years as well as our future growth prospects," stated Marty Albertson, chairman and CEO of Guitar Center. "Following a comprehensive review process, our board of directors concluded this transaction is in the best interests of our company and our stockholders, and it has the full support of the management team. Bain Capital has a successful track record and significant investment experience in the retail industry, and we look forward to partnering with them going forward. We are committed to maintaining our vendor relationships and ensuring our customers will continue to experience the same quality and selection of musical instrument products as well as the high level of service and professional advice through our stores and our Websites."

"As the leading retailer of musical instruments in the U.S., Guitar Center enjoys great brand recognition among musicians nationwide, a loyal customer base, and a track record of significant growth," says Jordan Hitch, a managing director at Bain Capital. "We look forward to working with the company's experienced and capable management team to continue to build the business."

For more information, visit www.guitarcenter.com and www.baincapital.com.