Investor Contact:

· New structure pays down and extends outstanding Prudential subordinated debt

· Preferred stock, warrants and accrued cash dividends replaced with common stock

· Maturity date extended to December 31, 2009

HOUSTON (August 16, 2004) — Boots & Coots International Well Control, Inc. (Amex: WEL), a global prevention, emergency response and restoration company for the oil and gas industry, announced today that it has negotiated new terms with Prudential Insurance Company of America (Prudential). Under the new terms, the company will pay down by year-end 2004 approximately $3.6 million of the approximately $9.6 million in subordinated debt owing to Prudential. The remaining $6.0 million will be paid in equal quarterly installments over the next five years, with a final maturity of December 31, 2009.

“With this transaction we have attained an important objective in our plan to enhance the company’s capital structure,” said Jerry Winchester, President and Chief Executive Officer. “This restructured agreement provides us with substantially greater flexibility in our long-term strategic planning, improves our ability to reinvest in our business, to pursue opportunities for growth, and greatly simplifies the company’s capital structure. All in, this is a great step toward increasing future equity value for our shareholders.”

Under the terms of the agreement, the company paid Prudential $2.0 million of principal plus accrued interest of $28,667 on August 13, 2004. The company will pay an additional $1.6 million of principal on December 15, 2004. The remaining balance of $6.0 million will be paid quarterly for five years, at the rate of $300,000 per quarter, through December 31, 2009. The interest rate remains at 12 percent.

In addition, Prudential exchanged its remaining 582 shares of Preferred E for 55,429 shares of common stock. Prudential also received 1.25 million shares of common stock in exchange for its warrants to purchase 2.4 million shares of common stock and 524,206 shares of common stock to pay accrued and unpaid dividends owed on Series E and Series G Preferred Stock. After this transaction, the company’s subordinated debt to Prudential will be $7.6 million, of which $1.6 million will be paid before year-end.

^ Back to Top