Charys Holding Company, Inc. Completes $175 Million Financing
ATLANTA -- February 20, 2007 -- Charys Holding Company, Inc. ("Charys" or the "Company") (OTCBB: CHYS) announced that on February 16, 2007, it completed a $175 million private offering of securities to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Charys also granted to the initial purchaser an option to purchase and sell an additional $26.25 million of securities during the 45-day period following the closing of the offering.
The net proceeds of this offering will be used toward the payments due under existing purchase agreements for the Cotton group of companies, Complete Tower Sources, Inc. and Mitchell Site Acquisition Inc., to refinance other indebtedness and for working capital and other general corporate purposes.
The securities were sold to qualified institutional buyers in separable Units, each consisting of $1,000 principal amount of 8 3/4% Senior Convertible Notes due February 16, 2012, and Warrants to purchase 333.333 shares of Charys' common stock at $4 per share and Warrants to purchase 333.333 shares of Charys' common stock at $5 per share, in each case, subject to adjustment under certain circumstances. The Warrants expire on February 16, 2012. The notes are initially convertible into 444.444 shares of Charys' common stock per $1,000 principal amount ($2.25 per share), and are provisionally redeemable by the Company after two years if the Company's common stock reaches certain specified stock prices and certain other conditions are met. A cash reserve covering the first two quarters of interest due under the Notes has been set aside out of the net proceeds of the offering. Charys plans to file a registration statement covering the resale of the notes, the warrants and the underlying common shares. Charys is not obligated to pay any penalties to the holders with respect to registration of the notes, warrants and underlying common shares which cannot be registered under SEC Rule 415. The number of shares of common stock that may be acquired through conversion of the notes and exercise of warrants is limited to 9.999% of the total Company shares issued and outstanding. The Notes and Warrants are expected to trade on the PORTAL Market, or directly between qualified buyers.

