Georgia-Based Aquilex Holdings Gets $15M in Financing

Press release from the issuing company

Wednesday, November 16th, 2011

Aquilex Holdings LLC today announced that it has reached an agreement for $15 million in incremental debt financing from a group of senior noteholders led by affiliates of Centerbridge Partners, L.P. This investment, which is expected to close and be fully funded today, represents an important first milestone in the Company’s financial restructuring process and increases the Company’s liquidity to $33.5 million when coupled with its existing cash on hand of $18.5 million, as of November 14, 2011. The additional liquidity, which is being provided pursuant to a second-lien senior secured credit facility, will help ensure that Aquilex’s operations continue in the normal course while the Company continues to engage in constructive negotiations with lenders and senior noteholders regarding a consensual balance sheet restructuring.

“We are pleased to have reached an agreement for a $15 million investment from our largest senior noteholders, which will provide us with incremental liquidity and represents the first major milestone in our financial restructuring efforts. The actions by our senior noteholders and lenders are a strong sign of support for the Company in this process,” said Bill Varner, President and Chief Executive Officer of Aquilex. “This additional liquidity will help ensure that business continues as usual for our employees, customers and vendors as we continue to engage in active and constructive negotiations with our lenders and senior noteholders regarding a consensual balance sheet restructuring that would significantly deleverage the Company’s balance sheet, enhance the financial flexibility of Aquilex, and allow us to reinvest in the business to better support our customers.”

He continued, “Throughout this restructuring process, we will focus on minimizing any impact on our customers, vendors and suppliers, who should not experience any changes or disruption in the high quality services they have come to expect from Aquilex. We intend to honor vendor contracts under normal terms and expect service to customers will continue without interruption during this process. We appreciate the continued support of our employees, customers and vendors as we shape Aquilex into a world-class provider of solutions to the energy services industry.”

In connection with the financing agreement, Aquilex’s lenders have agreed to extend the previously announced forbearance agreement from December 8, 2011 to February 3, 2012. As part of the amended forbearance agreement, the Company’s lenders have agreed not to take any action relating to a potential financial covenant default as a result of the Company’s fourth quarter 2011 financial performance. Separately, a majority of the Company’s senior noteholders have agreed to forbear until February 3, 2012 from taking any legal action if the Company determines not to pay the $12.5 million interest payment on the Company’s senior notes due on December 15, 2011.

The Company anticipates that it will reach an agreement-in-principle on the terms of the financial restructuring by December 15, 2011. While the plan has not yet been finalized, the Company expects that the potential transaction will result in a substantial reduction in the level of its debt and increased financial flexibility. Aquilex expects the cornerstones of the restructuring to include a substantial new equity investment by the senior noteholders, which will provide additional liquidity for working capital purposes and a significant paydown of the Company’s secured debt. Aquilex expects that, as part of the restructuring, the Company’s senior notes would be exchanged for common equity of the Company pursuant to an out-of-court restructuring or a voluntary filing under Chapter 11 of the U.S. Bankruptcy Code, which the Company currently expects would be a “pre-packaged” bankruptcy filing. In the event of such a filing, the Company expects that the closing of the restructuring would take place as soon as 45 to 60 days thereafter and the proceedings would not affect its customers, vendors or employees. As part of the closing of the transaction, the Company expects that affiliates of Centerbridge Partners, L.P. would become the controlling shareholder of Aquilex.

Rothschild Inc. is acting as financial advisor and investment banker and Richards, Layton & Finger is acting as legal advisor to Aquilex in connection with the restructuring. Alvarez & Marsal is acting as restructuring advisor to the Company.