Walter Industries Announces Completion of Mueller Water Products Acquisition

Oct. 7, 2005

Walter Industries, Inc. announced that it has completed its acquisition of Mueller Water Products, a leading supplier of flow control products for the water infrastructure industry.

"We are delighted to announce the closing of this strategic transaction for Walter Industries and our shareholders," said Company Chairman and CEO Gregory E. Hyland. "The acquisition of Mueller, combined with U.S. Pipe, gives us meaningful scale in the water infrastructure market which we believe will continue to be a growth industry for many years to come."

The company said it continues to expect the acquisition to be accretive by $0.20 to $0.24 per diluted share in the first full year after closing, excluding integration-related impacts and effects of purchase accounting. Integration benefits of $25 - $35 million are expected on a run-rate basis within the first 24 months and could be substantially higher as further production, purchasing and sales improvements are realized.

Walter Industries will provide fourth quarter earnings expectations, including expected earnings resulting from the Mueller transaction, when it reports its third quarter results on Oct. 26, 2005. These earnings expectations will include an estimate of the impact from purchase accounting adjustments and integration-related charges.

As part of the transaction, Walter Industries and Mueller Group entered into new credit facility agreements, arranged by Banc of America Securities, LLC and Morgan Stanley Senior Funding, Inc., consisting of:

* $675 million in senior secured credit facilities by Walter Industries, comprised of a $450 million term loan and a $225 million bank revolver; and

* $1.195 billion in senior secured credit facilities by Mueller Group, comprised of a $1.05 billion term loan and a $145 million bank revolver.

The new term loans and initial draws from the revolvers were used to purchase Mueller, refinance outstanding bank debt and pay transaction expenses. Going forward, the balance of the revolvers will be used for general corporate purposes.

Source: Walter Industries, Inc.

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