Pacer Announces Secondary Offering of Shares for Equity Sponsor

Business Editors/Logistics & Transportation Writers

CONCORD, Calif.--(BUSINESS WIRE)--Nov. 9, 2004--Pacer International, Inc. (Nasdaq:PACR), the North American logistics and transportation provider, announced today the sale of more than 4.7 million shares by affiliates of Apollo Management IV, L.P. (Apollo), its equity sponsor for the last 5 years, in an underwritten secondary offering.

The underwriter for the offering will be UBS Securities LLC. The offering will consist of the 4,702,893 shares that remained in Apollo's hands following Pacer's secondary offering of April 7, 2004, also on behalf of Apollo. After completion of the current offering, Apollo will no longer hold any Pacer shares. Pacer will not receive any proceeds from the offering.

"Apollo is very proud to have backed Pacer International and its talented management team," said Joshua Harris, a founding partner of Apollo and a member of Pacer's board of directors. "Pacer has succeeded in building one of the leading non-asset based North American logistics providers. Management has successfully taken it public, has significantly deleveraged it, and has positioned it for continued growth and leadership. We feel very comfortable in taking this opportunity to further diversify our holdings."

Don Orris, chairman, president and chief executive officer of Pacer, stated: "Equity sponsors generally try to liquidate their investments in three to five years. During our enjoyable and very productive five-year relationship with Apollo, Pacer has become a mature company with a unique and proven non-asset based model, a strong balance sheet, and a reputation for market leadership.

"In today's intermodal transport and logistics outsourcing marketplace, we are committed to our strategy of achieving increased operating excellence and further integrating our broad portfolio of transportation and logistics services," added Orris. "This secondary offering is a continuing part of Pacer's evolution as a publicly-traded corporation."

Apollo has informed the company that it expects that John J. Hannan and Michael S. Gross, both principals of Apollo, will resign from Pacer's board of directors shortly after completion of this offering, and that three principals of Apollo will continue to serve as directors for the immediate future.

A copy of the prospectus and prospectus supplement relating to the offering may be obtained from UBS Securities LLC, 299 Park Avenue, New York, New York 10171, Attention: Equity Syndicate Desk. The prospectus and prospectus supplement may also be accessed in the investor relations section of Pacer International's web site at http://www.pacer-international.com. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The offering may be made only by means of a prospectus supplement and the accompanying prospectus.

ABOUT PACER INTERNATIONAL -- Pacer International, a leading non-asset based North American third-party logistics and freight transportation provider, offers through its subsidiaries and divisions a broad array of logistics and other services to facilitate the movement of freight from origin to destination. Its services include wholesale stacktrain (cost-efficient, two-tiered rail transportation for containerized shipments) and cartage (local trucking) services; and retail intermodal marketing, truck brokerage, trucking services, warehousing and distribution, international freight forwarding, and supply-chain management services. Pacer International is headquartered in Concord, California. Its business units Pacer Stacktrain and Pacer Global Logistics are headquartered in Concord, California, and in Dublin, Ohio, respectively. Web site: www.pacer-international.com.

CERTAIN FORWARD-LOOKING STATEMENTS -- This press release contains or may contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). These forward-looking statements are based on the company's current expectations and are subject to a number of risks, uncertainties and assumptions. Among the important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are the company's leverage; its dependence upon third parties for equipment and services essential to operate its business; regulatory changes affecting the company's industry, operations, products and services; competitive or technological factors affecting the company's markets, operations, products and services; shifts in market demand and general economic conditions. In addition, the company has acquired businesses in the past and may consider acquiring businesses in the future that provide complementary services. There can be no assurance that the businesses that the company has acquired in the past and may acquire in the future can be successfully integrated. Additional information about factors that could affect the company's business is set forth in the company's various filings with the Securities and Exchange Commission, including those set forth in the company's 2003 annual report on Form 10-K/A filed March 11, 2004, and in the company's prospectus dated January 21, 2004, as supplemented. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, expected or intended. Except as otherwise required by federal securities laws, the company does not undertake any obligation to update such forward-looking statements whether as a result of new information, future events or otherwise.

Note to editors: Issued by Steve Potash and Company, tel. 510-865-0800, or steve@potashco.com.