Charys Holding Company, Inc. Closes on $20 Million Subordinated Convertible Debt Financing to Redeem Notes and Move Acquisitions Forward.ATLANTA -- Charys Holding Company, Inc. ("Charys") (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :CHYS) today announced that it has closed $20 million in new financing. The financing is in the form of subordinated convertible debt that carries a 10% coupon rate Coupon rate In bonds, notes, or other fixed income securities, the stated percentage rate of interest, usually paid twice a year. and a 24-month term, with the Debentures issued by Charys to a select group of new and existing institutional investors ("Investors"). The proceeds of the debt offering will be used to pay off sellers notes associated with previously closed acquisitions and to increase Charys' working capital position. Proceeds will also be used to make the initial cash payment of the previously announced acquisitions of Complete Tower Sources, Inc. and Mitchell Site Acq. Inc. These two acquisitions combined represent approximately $50 million in 2005 revenue and over $20 million in 2005 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become . Charys will grant to the Investors a senior security interest that is subordinate to existing security interests, granted to the banks and other senior debt lenders, in substantially all of the assets of Charys and its subsidiaries. In addition, Charys shall issue to the Investors approximately five million Warrants at market to purchase shares of its Common Stock. The Debenture is convertible into Common Stock at 115% of the volume weighted average price prior to the Closing Date. Charys will make interest payments for the first 9 months, after which payments of principal and interest are scheduled to begin. Charys has the right to redeem the Debentures in cash any time prior to maturity upon three (3) business days prior written notice, at one hundred twenty percent (120%) of the principal amount redeemed for the initial twelve (12) months after the Closing Date and one hundred forty percent (140%) thereafter, plus the amount of any accrued but unpaid interest. In the event of any redemption of the Debenture, the Investors shall retain the Warrants and the "Registration Rights" that attached thereto. Additional conversion terms become effective if not redeemed or converted nine months after the Closing Date. More details on the Debenture facility will be found in our 8K filing with the SEC. According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. Billy Ray, Jr., Charys' Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , "With the completion of this $20 million round of financing, in addition to the $35 million revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. announced earlier this week, Charys continues to move forward in the successful execution of our strategy to acquire and integrate firms that provide the highest caliber of services to our customers, and return to our shareholders. We have identified excellent companies to acquire, and closed on the transactions in a manner that demonstrates the skills of the Charys management team. In addition to the acquisition value each of our companies provides, our growing team of subsidiary managers brings the expanded value of all of the Charys companies to each of their customers. Our shareholders are benefiting through the integration of our subsidiaries, with cost efficiencies and, even more important, an expanded portfolio of products and services that greatly enhances the value to our customers." About Charys Holding Company, Inc. Headquartered in Atlanta, Georgia, Charys Holding Company, Inc. (OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. : CHYS.OB - News) is a publicly traded company publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. focusing on the fragmented and underserved segment referred to as The Integrated Infrastructure Services Segment. This segment is fundamentally focused on environmental remediation Generally, remediation means providing a remedy, so environmental remediation deals with the removal of pollution or contaminants from environmental media such as soil, groundwater, sediment, or surface water for the general protection of human health and the environment or from a and on upgrading the underpinning, infrastructure, and back office operations of the telecommunication, cable, electric, and Internet industries serving consumers, businesses and government entities. Charys' principle strategy is to acquire, through mergers and acquisitions, companies that support this underserved segment. Charys subsidiaries include: Viasys Services, Inc., Personnel Resources of Georgia, Inc., Method IQ, Inc., CCI CCI Chambre de Commerce et d'Industrie (France) CCI CAM (Complementary and Alternative Medicine) Citation Index CCI Chamber of Commerce and Industry (Western Australia) Telecom, Inc., Digital Communication Services, Inc., Ayin a·yin n. The 16th letter of the Hebrew alphabet. See Table at alphabet. [Hebrew 'ayin, eye, ayin; see Holding Company, Inc. and Crochet & Borel Services, Inc. For more information about Charys visit http://www.charys.com. NOTE: The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Some statements in this release, including statements regarding management's expectations for future financial results and access to capital markets, are forward-looking statements. Investors are cautioned that these forward-looking statements regarding Charys Holding Company, Inc. and its subsidiaries and its and their operations and financial results involve risks and uncertainties, including without limitation risks of accessing capital markets on terms acceptable to Charys, downturns in economic conditions generally and in the telecommunications and data communications data communications, application of telecommunications technology to the problem of transmitting data, especially to, from, or between computers. In popular usage, it is said that data communications make it possible for one computer to "talk" with another. markets; risks in product development and market acceptance of and demand for Charys products; risks of failing to attract and retain key managerial and technical personnel; risks associated with competition and competitive pricing pressures; risks associated with investing in new businesses; risks related to intellectual property rights and litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. ; risks in technology development and commercialization. |
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