(NEWS RELEASE)                                     (CORRPRO COMPANIES INC. LOGO)



COMPANY CONTACT

Robert M. Mayer                                         WORLD HEADQUARTERS

CFO                                                     1090 Enterprise drive

(330)723-5082                                           Medina, OH 44256

                                                        Phone (330) 723-0694

                                                        Fax (330)723-0694

                                                        www.corrpro.com





FOR IMMEDIATE RELEASE





                         CORRPRO ANNOUNCES AGREEMENT FOR

          RECAPITALIZATION AND REFINANCING PLAN; CONDITIONAL CONTINUED

                       LISTING ON AMERICAN STOCK EXCHANGE





MEDINA, OHIO, DECEMBER 16, 2003 - Corrpro Companies, Inc. (AMEX:CO) (the

"Company") today announced that it has entered into a Securities Purchase

Agreement with CorrPro Investments, LLC, an entity controlled by Wingate

Partners III, L.P. ("Wingate"), providing for a $13 million cash investment in

return for the issuance of $13 million of a new issue of preferred stock,

together with warrants to acquire 40% of the fully-diluted common stock of the

Company at a nominal exercise price. This investment is being made as part of a

plan of recapitalization and refinancing of the Company. The preferred stock

would vote as a single class with the common shareholders and represent 51% of

the Company's voting power upon consummation of the transaction. In addition,

the preferred stock would have the right to appoint a majority of the board of

directors of the Company and to approve certain major corporate transactions.



The recapitalization and refinancing transaction, unanimously approved by the

Company's Board of Directors, was negotiated on behalf of the Company and

recommended by a Board-appointed Special Committee consisting of three

non-employee directors. The Special Committee retained financial and legal

advisors to assist in securing and negotiating a transaction and obtained a

fairness opinion from Brown, Gibbons, Lang & Company Securities, Inc. ("Brown

Gibbons") with respect to the recapitalization and refinancing transaction.

Brown Gibbons had previously solicited recapitalization and refinancing

proposals on behalf of the Special Committee during a period of several months.



The issuance of the preferred shares and warrants contemplated by the proposed

recapitalization and refinancing plan is subject to the approval of the

Company's shareholders. A special meeting of shareholders is contemplated for

January 2004 for the purpose of consideration





{PAGE}



and voting upon proposals relative to the plan. Shareholders of record as of

December 19, 2003 will be entitled to receive notice of and vote on the

proposals at the meeting. The Company will prepare and deliver to the record

holders a proxy statement describing the proposals in connection with the

meeting once the preliminary proxy statement of the Company has been cleared

with the Securities and Exchange Commission.



As part of the refinancing plan, CapitalSource Finance LLC ("CapitalSource"), a

subsidiary of CapitalSource Inc. (NYSE:CSE), has agreed to provide to the

Company a $40 million senior secured credit facility, subject to the

satisfaction of certain conditions, consisting of a revolving credit line, a

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC