Oak Hill Capital Partners Acquires Alibris

EMERYVILLE, CA—May 8, 2006—Oak Hill Capital Partners announced today that it has acquired Alibris, a leading online exchange for used, hard-to-find and specialty books, music and videos. Terms were not disclosed.

According to Bill Pade, a Partner with Oak Hill Capital Partners, “We have conducted extensive research on the used, rare and out-of-print book market and related ’long tail’ businesses. We are impressed with the position that Alibris has built in this market and with the quality of its management, technology and business partnerships. We are excited about helping this company grow and prosper.”

“Oak Hill Capital has built an unusually deep knowledge of the used book market, e-commerce and the challenges of global distribution,” said Alibris CEO Martin Manley. “They know this market and are committed to helping us grow internationally, strengthen our movie and music business and increase consumer awareness of our Web site.”

Manley noted that this purchase is especially good news for Alibris sellers. "Strong financial backing will help us deliver the sales and services needed to make our sellers the most successful in the online world."

Mr. Manley will serve as Chairman and Chief Executive Officer, and Brian Elliott will serve as President and Chief Operating Officer. The closing of the transaction is expected to occur within several weeks.

Jefferies Broadview, a division of Jefferies & Company, Inc., acted as Alibris's financial advisor, and Cooley Godward LLP served as legal counsel. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Wilson Sonsini Goodrich & Rosati served as legal counsel to Oak Hill Capital Partners.

About Oak Hill Capital Partners
Oak Hill Capital Partners is a private equity firm with more than $4.6 billion of committed capital from leading entrepreneurs, endowments, foundations, corporations, pension funds and global financial institutions. Robert M. Bass is the lead investor. Over a period of nearly 20 years, the professionals at Oak Hill Capital have invested in more than 50 significant private equity transactions, including Genpact, The Container Store, Butler Animal Health Supply, EXLService, Progressive Moulded Products, TravelCenters of America, Blackboard, American Savings Bank (Washington Mutual), Bell & Howell (Proquest), Oreck Corporation and Wometco Cable Corporation. Oak Hill Capital is one of several Oak Hill partnerships, each of which has a dedicated and independent management team. These Oak Hill partnerships comprise over $20 billion of investment capital across multiple asset classes, including private equity, special situations, high yield and bank debt, venture capital, real estate, a public equity exchange fund and a global fixed income and equity hedge fund.

About Alibris
Founded in 1998, Alibris connects people who love books, music and movies to thousands of independent sellers around the world. The company’s proprietary technology and advanced logistics allow it to offer over 60 million used, new and out-of-print books to consumers, libraries and retailers. Through a single interface, Alibris sellers gain access to multiple sales channels, including Barnes & Noble, Borders, Amazon.com, Books-A-Million and Alibris’s own retail site. Alibris is one of Internet Retailer's "Top 100" largest online retailers, and in 2005 Deloitte named Alibris a Silicon Valley Fast 50 and Technology Fast 500 growth business. The company has been backed by Aberdare Ventures, Bedrock Capital, CMGI @Ventures, and Weiss, Peck, and Greer Venture Partners. Alibris is based in Emeryville, California.