Axalta Announces Sale of 25,000,000 Common Shares by Affiliates of The Carlyle Group

 Axalta Coating Systems Ltd. has announced the sale of 25,000,000 common shares on an underwritten basis by affiliates of The Carlyle Group (“Carlyle”). In addition, the underwriter will have a 30-day option to purchase up to 3,750,000 additional common shares from Carlyle. Axalta will not receive any of the proceeds from the offering of shares by Carlyle. Closing of the offering is expected to occur on or about May 31, 2016, subject to customary closing conditions.

The last reported sale price of Axalta’s common shares on May 24, 2016 was $28.11 per share. Credit Suisse Securities (USA) LLC is acting as the sole underwriter for the offering. Credit Suisse Securities (USA) LLC proposes to offer the common shares from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the New York Stock Exchange, or to dealers in negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

Following the offering, Carlyle will continue to beneficially own 44,811,996 shares, or approximately 18.8%, of Axalta’s outstanding common shares (or 41,061,996 shares, or approximately 17.2%, if the underwriter fully exercises its option to purchase additional common shares). The sale of the common shares contemplated hereby will result in the loss by Carlyle of its right under Axalta’s principal stockholders agreement to designate one member to Axalta’s Board of Directors. Pursuant to the principal stockholders agreement, as amended, one of the directors appointed to Axalta’s Board of Directors by Carlyle may be required to resign within six months after the closing of this offering. Going forward, Carlyle will have the right to designate four directors to Axalta’s Board of Directors rather than five.

Axalta has filed an automatically effective registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates, and the offering may only be made by means of such written prospectus. Before you invest, you should read the prospectus in that registration statement and other documents Axalta has filed with the SEC for more complete information about Axalta and this offering. You may get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov. Alternatively, Credit Suisse Securities (USA) LLC will arrange to send you the prospectus if you request it by writing Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York, 10010, or by telephone at +1 (800) 221-1037, or by email at newyork.prospectus@credit-suisse.com.