Charys Holding Company, Inc. to Acquire Cotton Companies

Jul 10,2006 00:00 by PR-Newswire

Acquisition will create one of the largest reconstruction-restoration
companies in the world

ATLANTA, July 10 /PRNewswire-FirstCall/ -- Charys Holding Company, Inc.
("Charys") (OTC Bulletin Board: CHYS) today announced that it has signed a
Letter of Intent to acquire the business and all of the assets of Cotton
Companies ("Cotton"), a group of premiere reconstruction and restoration
firms with operations throughout the U.S. The acquisition, consideration
for which will consist of a combination of cash and Charys' common stock,
will include Cotton USA, Cotton Restoration and Cotton Restoration of
Central Texas. The transaction is expected to close within 45 days. To
facilitate the acquisition, Charys will create C&B Holding Company and fold
Cotton and Charys' current restoration company, Crochet and Borel Services,
Inc. ("C&B") into it. Cotton will survive as the branding and operating
entity and will be one of the largest companies of its kind in the world.

Cotton, which provides commercial and residential services nationally
and internationally, has eleven U.S. locations (Houston, Austin, Dallas/Ft.
Worth, San Antonio, Atlanta, Charlotte, Orlando, Denver, Phoenix, Chicago
and Washington, D.C.). It provides services to a wide range of high-value,
blue- chip customers such as Home Depot, Marriott, Starwood Hotels and
Resorts, The Palm Restaurant, Food Lion, and Sports Authority, among many
others. For the twelve months ended April 30, 2006, Cotton generated
revenues of approximately $80 million, EBITDA of $20 million and pretax
income of approximately $19.3 million. C&B has reported un-audited, gross
revenues of $244 million and pretax profit of $80 million for the calendar
year ending December 31, 2005.

Cotton's President and CEO Pete Bell commented that both companies
bring a great deal to the table. "We're very excited about this opportunity
to take two of the largest, independently owned commercial restoration
companies in the U.S. and combine their strongest characteristics to form
one of the largest and best in the world," said Bell. "Cotton has a strong
core business that addresses a high volume of day-to-day catastrophes such
as commercial fires and water damage, while C&B's business focuses on
remediation of higher- end disasters, such as hurricanes and floods. We
expect the combination to result in an even wider range of services for our
customers and much larger and more consistent revenues and profits for
Charys."

C&B President Troy Crochet said, "Due to its current mix of business
and geographic coverage, Cotton has gained an extraordinary amount of
reconstruction experience that will add significantly to our current
knowledge base and benefit all of our customers. This acquisition will
effectively expand our capabilities nationwide and provide us with an entry
into international markets. The two companies have similar cultures, and as
competitors we had great respect for one another. Because of this, our
combined integration team anticipates a very smooth transition once the
acquisition is complete." Additionally, Crochet stated that the remediation
and restoration sector has yet to experience a consolidation. "Therefore we
have an opportunity of becoming the dominant player through consolidation
and organic growth," he said.

Billy V. Ray, Jr., Chairman and CEO of Charys, added, "The combined
strength of these two industry-leading companies is a win for everyone
concerned, from customers and employees, to shareholders and investors. Not
only should it greatly enhance our revenues and profits, but it presents
opportunities on a national and international scale for cross-marketing of
complementary restoration services provided by our other subsidiaries, CCI-
Telecom, Inc. (CCI) and Viasys Services, Inc. (Viasys). In addition, we
expect that it may create national and international opportunities for our
Integrated Infrastructure Services operating subsidiaries. With this
acquisition, our 'one-stop,' complete solution strategy will be expanded to
the nation and the world."

Additional details of the terms of the acquisition may be found in the
Report on Form 8-K report to be filed by Charys.

About Cotton Companies

Cotton is a disaster recovery firm specializing in fire and water
restoration services ranging from initial project assessment and planning,
through catastrophe management reconstruction, restoration and
environmental remediation. The company's strategy is to provide the highest
quality service to meet our customers' expectations and anticipate
tomorrow's opportunities through creative and innovative thinking in our
approach to today's issues. Successful execution of this strategy has
produced a broad portfolio of successful projects, extremely satisfied
clients, and a most challenging set of standards for the industry. The
company employs cutting edge technology, state-of-the-art equipment, and
the latest in management/personnel techniques to carry out its national and
international operations. For more information, visit
http://www.cottoncompanies.com.

About Crochet and Borel Services, Inc.

Crochet and Borel Services, Inc. ("C&B") is a leading national provider
of recovery, restoration, and rebuilding services. Founded in 1995, C&B has
grown into one of the largest restoration companies in Southeast Texas with
offices in Houston and Port Neches. The company has played a leading role
in providing restoration and recovery services in Hurricanes Rita, Wilma
and Katrina. The company also provides emergency planning, coordination,
and response to catastrophic losses. C&B is a network member of Disaster
Kleenup International, a cooperative business network of the top
independent restoration companies across North America. This network
represents the most experienced, highly informed, and best equipped
companies in the restoration industry. For more, visit
http://www.candbservices.com.

About Charys Holding Company, Inc. (http://www.charys.com)

Headquartered in Atlanta, Georgia, Charys Holding Company, Inc. (OTC
Bulletin Board: CHYS.OB) is a publicly traded company focusing on the
fragmented and underserved segment referred to as The Integrated
Infrastructure Services Segment. This segment is fundamentally focused on
environmental remediation 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 Telecom, Inc., Digital Communication
Services, Inc., Ayin 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, 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
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; risks in technology
development and commercialization.

     Company Contact:
     M. Ralph DeLucia
     Vice President - Investor Relations
     Charys Holding Company, Inc.
     678-443-2307
     Fax: 678-443-2320
     rdelucia@charys.com

     Corporate Evolutions, Inc.
     Investor Relations:
     Fred Lande, 516-482-6565
     Fax: 516-482-6099
     info@corporateevolutions.com

SOURCE Charys Holding Company, Inc.

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