8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-10786

Date of Report (date of earliest event reported):  August 31, 2011

INSITUFORM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		13-3032158
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
17988 Edison Avenue
Chesterfield, Missouri		63005
(Address of principal executive offices)		(Zip Code)
	(636) 530-8000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□  Written communications pursuant to Rule 425 under the Securities Act.

□  Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

□  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

□  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Item 1.01 Entry Into Material Definitive Agreement.

On August 31, 2011, Insituform Technologies, Inc. (the “Company”) entered into a Credit Agreement with a syndicate of banks, with Bank of America, N.A. serving as the administrative agent and JPMorgan Chase Bank, N.A. serving as the syndication agent (the “New Facility”).  Merrill Lynch Pierce Fenner & Smith Incorporated and JPMorgan Securities LLC acted as joint lead arrangers and joint book managers in the syndication of the New Facility. In addition to Bank of America and JPMorgan Chase Bank, the participating banks in the syndicate are Fifth Third Bank, Regions Bank, US Bank, PNC Bank, BBVA Compass, KeyBank, Bank of the West, Associated Bank, HSBC Bank USA, Branch Banking and Trust Company, Comerica Bank, National Bank of Kuwait and Stifel Bank and Trust.

The New Facility is unsecured and consists of a $250.0 million term loan and a $250.0 million revolving line of credit, each with a maturity date of August 31, 2016.  Under the New Facility, the Company has the ability to increase the amount of the borrowing commitment under the New Facility by up to $125.0 million in the aggregate.

At the Company’s election, borrowings under the New Facility will bear interest at either (i) a base rate (as defined in the credit documents) plus an applicable margin ranging from .50% to 1.50%, or (ii)  the British Bankers Association LIBOR Rate plus an applicable margin ranging from 1.50% to 2.50%.  The applicable margins are determined quarterly based upon the Company’s consolidated leverage ratio.

The New Facility is subject to certain financial covenants, including a consolidated leverage ratio, a consolidated fixed charge coverage ratio and a minimum consolidated net worth.  The New Facility also provides for events of default, including in the event of non-payment or certain defaults under other outstanding indebtedness of the Company.

This New Facility replaces the Company’s credit facility that was due to expire on March 31, 2014.  Letters of credit that were outstanding as of August 31, 2011 under the expiring facility were converted to letter of credit borrowings under the New Facility.  As of August 31, 2011, the Company had $17.5 million in letters of credit issued and outstanding, $12.5 million of which were collateral for the benefit of certain of the Company’s insurance carriers and $1.2 million were collateral for work performance, $0.5 million was for security in support of working capital needs of foreign subsidiaries and $3.3 million was in support of international trade transactions.

The entire amount of the term loan was drawn by the Company on August 31, 2011 for the following purposes: (1) to pay the $115.8 million cash purchase price of the Company’s acquisition of the North American business of Fyfe Group, LLC, which closed on August 31, 2011 and is described more fully in Item 2.01 below; (2) to retire $52.5 million in indebtedness outstanding under the Company’s prior credit facility; (3) to redeem the Company’s $65.0 million, 6.54% Senior Notes, due April 2013, and pay the associated $5.6 million make-whole payment due in connection with the redemption of the Senior Notes; and (4) to fund expenses associated with the New Facility and the Fyfe North America transaction.

A copy of the press release issued by the Company on September 1, 2011 announcing the New Facility is incorporated herein by reference and is furnished as Exhibit 99.1 hereto.

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In addition, in connection with the closing of the Company’s acquisition of the North American business of Fyfe Group, LLC, on August 31, 2011 the Company amended the Acquisition Agreement by entering into a First Amendment to and Acknowledgment Under Acquisition Agreement (the “Amendment”).  The description of the Amendment is set forth in Item 2.01 below, which is incorporated herein by reference.  A copy of the Amendment is furnished herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 2.01        Completion of Acquisition or Disposition of Assets.

Effective August 31, 2011, the Company, through its wholly-owned subsidiaries, Infrastructure Group Holdings, LLC, a Delaware limited liability company, Fibrwrap Construction Services, Inc., a Delaware corporation, Fibrwrap Construction Services USA, Inc., a Delaware corporation and Fibrwrap Construction Services Ltd. f/k/a 0916268 B.C. Ltd., a Canadian corporation, completed its acquisition of the North American business of Fyfe Group, LLC, a Delaware limited liability company and certain of its subsidiaries (collectively, “Fyfe”).

The purchase price paid for the business was as follows: (1) $105.8 million in cash (reduced by Fyfe’s liabilities and certain other payments made by the Company on behalf of Fyfe); and (2) $10 million which is held in escrow as security for 18 months after the closing for any indemnification obligations of the sellers.  The purchase price is also subject to a post-closing working capital adjustment.

In connection with the closing of the acquisition, the Company and Fyfe have entered into the Amendment whereby the parties agreed to amend certain provisions of the Acquisition Agreement, including indemnification obligations of the parties with respect to certain litigation proceedings.

A copy of the press release issued by the Company announcing the completion of the acquisition is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 2.03         Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item 2.03 is set forth in Item 1.01 above, which is incorporated herein by reference.

Item 3.02         Unregistered Sales of Equity Securities.

On September 1, 2011 and in connection with the closing of the acquisition set forth in Item 2.01 above, the Company has issued 246,760 restricted shares of its Common Stock, $.01 par value, to two key employees of Fyfe.  The key employees have invested $1 million and $3 million, respectively, of the after tax proceeds they received as part of the acquisition to purchase the stock.  The securities referenced above have not been registered under the Securities Act of 1933 (the “Securities Act”) and are being issued and sold in a private placement pursuant to Regulation D of the Securities Act.

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Item 9.01         Financial Statements and Exhibits.

      (d)         Exhibits

10.1	First Amendment to and Acknowledgement under Acquisition Agreement by and among Insituform Technologies, Inc., Infrastructure Group Holdings, LLC, Fibrwrap Construction Services, Inc., Fibrwrap Construction Services USA, Inc. Fibrwrap Construction Services Ltd. f/k/a 0916268 B.C. Ltd., Fyfe Group, LLC, R.D. Installations Inc., Fibrwrap Construction, Inc., Fibrwrap Construction L.P., Fibrwrap Construction Canada Limited, Fyfe Holdings, LLC and the Members of Fyfe Group, LLC, dated August 31, 2011.
99.1	Press Release of Insituform Technologies, Inc. dated September 1, 2011.
99.2	Press Release of Insituform Technologies, Inc. dated September 1, 2011.

*            *          *

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INSITUFORM TECHNOLOGIES, INC.
Dated:  September 7, 2011	By:	/s/ David F. Morris
		David F. Morris, Senior Vice President,
		General Counsel and Chief Administrative Officer

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INDEX TO EXHIBITS

These exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.

Exhibit Number            Description

10.1 First Amendment to and Acknowledgement under Acquisition Agreement by and among Insituform Technologies, Inc., Infrastructure Group Holdings, LLC, Fibrwrap Construction Services, Inc., Fibrwrap Construction Services USA, Inc. Fibrwrap Construction Services Ltd. f/k/a 0916268 B.C. Ltd., Fyfe Group, LLC, R.D. Installations Inc., Fibrwrap Construction, Inc., Fibrwrap Construction L.P., Fibrwrap Construction Canada Limited, Fyfe Holdings, LLC and the Members of Fyfe Group, LLC, dated August 31, 2011.

99.1 Press Release of Insituform Technologies, Inc. dated September 1, 2011.

99.2 Press Release of Insituform Technologies, Inc. dated September 1, 2011.

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO AND ACKNOWLEDGEMENT UNDER

ACQUISITION AGREEMENT

            THIS FIRST AMENDMENT TO AND ACKNOWLEDGEMENT UNDER ACQUISITION AGREEMENT (this “Amendment and Acknowledgment”) is entered into as of August 31, 2011 (“Effective Date”), by and among Insituform Technologies, Inc., a Delaware corporation (“Insituform”), Infrastructure Group Holdings, LLC, a Delaware limited liability company (“ITI Sub 1”), Fibrwrap Construction Services, Inc., a Delaware corporation (“ITI Sub 2”), Fibrwrap Construction Services USA, Inc., a Delaware corporation (“ITI Sub 3,”) and Fibrwrap Construction Services Ltd., a Canadian corporation f/k/a 0916268 B.C. Ltd. (“ITI Sub 4”  and together with Insituform, ITI Sub 1, ITI Sub 2 and ITI Sub 3 each an “ITI Entity” and collectively, the “ITI Entities”), Fyfe Group, LLC, a Delaware limited liability company (“Fyfe Group”), R.D. Installations Inc., a California corporation (“RD Installations”), Fibrwrap Construction, Inc., a California corporation (“FCI”), Fibrwrap Construction, L.P., a Delaware limited partnership (“FCLP”), Fyfe Holdings, LLC, a Delaware limited liability company (“Fyfe Holdings”) Fibrwrap Construction Canada Limited, a Canadian corporation (“Fibrwrap Construction Canada” and together with Fyfe Group, RD Installations, FCI, FCLP and Fyfe Holdings, each a “Seller” and collectively, the “Sellers”), Edward R. Fyfe, in his individual capacity (“Ed Fyfe”), Fyfe-Carr Corporation, a California corporation (“Fyfe-Carr”), Edward R. Fyfe and Rolande Dalati Fyfe, Trustees of the Edward R. Fyfe and Rolande Dalati Fyfe Family Trust a/k/a the Fyfe Family Trust (“Fyfe Family Trustees”), Edward R. Fyfe, Trustee the Fyfe Irrevocable Grantor’s Trust U.D.T. Dated December 18, 2008 (“Fyfe Irrevocable Trustee”), Robert Fyfe, Trustee of the Robert J. Fyfe 2008 Irrevocable Trust (“Robert Fyfe Trustee”), Heath Carr, Trustee of the Heath Carr 2008 Irrevocable Trust (“Heath Carr Trustee”) and in his individual capacity (“Heath”), Bison Capital Equity Partners II-A, L.P., a Delaware limited partnership (“Bison II-A”) and Bison Capital Equity Partners II-B, L.P., a Delaware limited partnership (“Bison II-B,” and together with FCI, Fyfe-Carr, Fyfe Family Trustees, Fyfe Irrevocable Trustee, Robert Fyfe Trustee, Heath Carr Trustee, Heath and Bison II-A,each a “Fyfe Member,” and collectively, the “Fyfe Members”).  The ITI Entities, the Sellers and the Fyfe Members are collectively referred to herein as the “Parties” and each individually as a “Party.”

WHEREAS, the Parties are parties to an Acquisition Agreement dated as of July 26, 2011 (the “Acquisition Agreement”); and

WHEREAS, the Parties desire to amend the Acquisition Agreement and acknowledge certain deliveries to the extent set forth herein.

NOW, THEREFORE, based on the foregoing, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.            Capitalized terms used in this Amendment and Acknowledgement and not otherwise defined herein shall have the meanings given such terms in the Acquisition Agreement.

2.            The Parties hereby acknowledge and agree that the Amended and Restated Schedules to Acquisition Agreement (“Amended Schedules”) attached to this Amendment and Acknowledgement as Exhibit A shall be deemed to be the disclosures required to be delivered by Sellers by written notice pursuant to Section 6.7 of the Acquisition Agreement and such Amended and Restated Schedules shall have the effect of such disclosures set forth in such Section 6.7.

3.            The Parties hereby acknowledge and agree that the descriptions set forth in Schedule 2.6(a) and Schedule 2.8 of the Amended Schedules reflect the principles for preparation of the Closing Working Capital and allocation of the Purchase Price as described in Section 2.6 and Section 2.8 of the Acquisition Agreement.

4.            The Parties hereby agree that any obligations of Fyfe Co., LLC to perform administrative and/or management services to any Seller or Affiliate of any Seller, including without limitation Fibrwrap Construction N.C., LLC and Fibrwrap Construction S.E., LLC, are hereby terminated.  The Parties hereby agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further agreements and assurances as the Parties hereto may reasonably require to evidence such termination.

5.            Section 6.8(j) of the Acquisition Agreement is hereby amended to add the following sentence at the end of Section 6.8(j):

“Prior to taking any corrective action in connection with the Procedures, the ITI Entities will allow the Sellers and Fyfe Members to review and approve, in the Sellers and Fyfe Members’ reasonable discretion, the proposed corrective action, to the extent that the estimated cost of the corrective action would exceed $20,000.”

6.            Section 9.2(a) of the Acquisition Agreement is hereby amended to add a new subsection (ix) at the end of Section 9.2(a) as follows:

“and (ix) that certain Proceeding called Michael Finney v. Fyfe Co, LLC and Fyfe Group, LLC, Case No. 11-2-27058-1 SEA filed in the King County, Washington Superior Court and the events and actions alleged in documents filed in connection with such Proceeding.”

7.            Section 9.4(a)(i) of the Acquisition Agreement is hereby amended to add a new subsection (D) at the end of Section 9.4(a)(i) as follows:

“(D) Claims for indemnification pursuant to Section 9.2(a)(ix).”

8.            Section 9.4(b)(i)(B) of the Acquisition Agreement is hereby amended to delete the reference to “Section 9.2(a)(ii) - (viii)” and replace such reference with “Section 9.2(a)(ii) - (ix).”

9.            Section 9.4(c)(i) of the Acquisition Agreement is hereby amended to include a new sentence at the end of Section 9.4(c)(i) as follows:

“Notwithstanding the foregoing, the limitation of the De Minimis Threshold shall not apply to Claims for indemnification pursuant to Section 9.2(a)(ix).”

            10.          A new Section 9.7 of the Acquisition Agreement is hereby added to the Acquisition Agreement as follows:

“9.7          Bonded Contracts.

 (a)           Sellers’ performance under certain Contracts is assured by a surety company under one or more payment and/or performance bonds, license and permit bonds, and various other bonds (the “Bonds”), which are in turn secured by one or more indemnity agreements made by and among the surety company, Sellers, and one or more of Sellers’ principals or Affiliates.  Sellers and the ITI Entities have agreed to leave certain Bonds in place with respect to the Assigned Contracts, with Sellers as the principals, for the benefit of the obligee(s) named therein, and Sellers and the ITI Entities now desire to expressly allocate the responsibility of Sellers and the ITI Entities for Claims arising under such Bonds (“Bond Indemnity Obligations”) and for Sellers’ warranty obligations on Contracts assured by a Bond (“Bonded Contracts”).

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 (b)          Other than claims arising out of the gross negligence or willful misconduct of any Fyfe Indemnified Parties, the ITI Entities shall be solely responsible for and shall indemnify, defend and hold harmless the Fyfe Indemnified Parties for Bond Indemnity Obligations arising out of or related to (i) work performed under any Assigned Contract after Closing, and (ii) an Assumed Liability.

 (c)          Sellers shall have the right, but not the obligation, to engage the ITI Entities to perform warranty obligations of Sellers arising under or related to work performed by Sellers on Bonded Contracts prior to Closing (“Pre-Closing Obligations”) and, should Sellers engage the ITI Entities, the ITI Entities covenant to timely perform and discharge such Pre-Closing Obligations at Sellers’ direction and subject to Sellers’ reasonable satisfaction, and Sellers shall indemnify the ITI Indemnified Parties for all costs reasonably incurred by the ITI Entities in the discharge thereof.  Nothing contained in this Section 9.7(c) shall require the ITI Entities to sell or provide products or services to any party performing the warranty obligation or relieve Seller of their obligations under Section 7.2.

 (d)          The obligations of Sellers and the ITI Entities in Section 9.7(b) and Section 9.7(c) above shall be on a dollar for dollar basis without regard to the limitations set forth in Section 9.4(a) and Section 9.4(c).  Notwithstanding the first sentence of Section 9.1(d), the indemnification obligations set forth in Section 9.7(b) and Section 9.7(c) shall survive the Closing until expiration of the applicable statute of limitations plus six months.

 (e)          To the extent that the ITI Entities cause the surety company to issue replacement bonds to replace the Bonds at the sole cost and expense of the ITI Entities, the ITI Entities shall be entitled to receive any and all refunds from the surety company relating to the Bonds that the surety company replaced for the Assigned Contracts.”

11.          The Acquisition Agreement is amended only as expressly provided in this Amendment and Acknowledgment and shall otherwise remain in full force and effect.  This Amendment and Acknowledgement may be executed in counterparts, which together shall constitute the executed original.

[signature page follows]

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IN WITNESS WHEREOF, this Amendment and Acknowledgement has been executed by the undersigned as of the date first above written.

THE ITI ENTITIES:   INSITUFORM TECHNOLOGIES, INC.     By:  /s/ David Morris                                                               Name: David Morris Title:   Senior Vice President and Chief           Administrative Officer     INFRASTRUCTURE GROUP HOLDINGS, LLC     By:  /s/ David Morris                                                           Name: David Morris Title:   Senior Vice President and Chief           Administrative Officer     FIBRWRAP CONSTRUCTION SERVICES, INC.     By:  /s/ David Morris                                                           Name: David Morris Title:   Senior Vice President and Chief           Administrative Officer     FIBRWRAP CONSTRUCTION SERVICES USA, INC.     By:  /s/ David Morris                                                           Name: David Morris Title:   Senior Vice President and Chief           Administrative Officer     SELLERS:   FYFE GROUP, LLC     By:  /s/ Heath Carr                                                           Name: Heath Carr Title: Chief Executive Officer     R.D. INSTALLATIONS, INC.     By:  /s/ Rolande Dalati Fyfe Name: Rolande Dalati Fyfe Title: President     FIBRWRAP CONSTRUCTION, INC.     By:  /s/ Heath Carr                                                          Name: Heath Carr Title: Chief Executive Officer     /s/ Edward R. Fyfe Edward R. Fyfe, individually     FIBRWRAP CONSTRUCTION, L.P.   By: Fibrwrap Construction, Inc. Its: General Partner     By:  /s/ Heath Carr                                                          Name: Heath Carr Title: Chief Executive Officer

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FIBRWRAP CONSTRUCTION SERVICES LTD.     By:  /s/ David Morris                                                          Name: David Morris Title:   Senior Vice President and Chief           Administrative Officer     FIBRWRAP CONSTRUCTION, INC.     By:  /s/ Heath Carr                                                          Name: Heath Carr Title: Chief Executive Officer     FYFE-CARR CORPORATION     By:  /s/ Heath Carr                                                               Name:  Heath Carr                                                             Title:  President                                                                  BISON CAPITAL EQUITY PARTNERS II-A, L.P.   By: Bison Capital Partners II, LLC          Its: General Partner     By:  /s/ Douglas Trussler                                                             Name: Douglas Trussler Title:  Managing Member   BISON CAPITAL EQUITY PARTNERS II-B, L.P.   By: Bison Capital Partners II, LLC Its: General Partner     By:  /s/ Douglas Trussler                                     Name: Douglas Trussler Title: Managing Member FYFE HOLDINGS, LLC     By:  /s/ Edward R. Fyfe    Name: Edward R. Fyfe, Trustee of the Fyfe Irrevocable Grantor’s Trust UDT dated December 18, 2008 Title: Manager     FIBRWRAP CONSTRUCTION CANADA LIMITED     By:  /s/ Edward R. Fyfe     Name: Edward R. Fyfe Title: President   /s/ Edward R. Fyfe Edward R. Fyfe, as Trustee of the Edward R. Fyfe and Rolande Dalati Fyfe Family Trust a/k/a the Fyfe Family Trust and the Fyfe Irrevocable Grantor’s Trust U.D.T. Dated December 18, 2008   /s/ Rolande Dalati Fyfe Rolande Dalati Fyfe, as Trustee of the Edward R. Fyfe and Rolande Dalati Fyfe Family Trust a/k/a the Fyfe Family Trust     /s/ Rolande Dalati Fyfe as POA for Robert J. Fyfe Robert J. Fyfe, as Trustee of the Robert J. Fyfe 2008 Irrevocable Trust   /s/ Heath Carr Heath Carr, individually and as Trustee of the Heath Carr 2008 Irrevocable trust  

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Exhibit A

Amended Schedules

EX-99.1

Exhibit 99.1

For Immediate Release

Insituform Technologies, Inc. Enters into

New $500 Million Credit Facility

ST. LOUIS, MO, September 1, 2011 – Insituform Technologies, Inc. (Nasdaq Global Select Market: INSU) (“Insituform” or the “Company”) today announced that it has entered into a new $500 million credit facility with a syndicate of banks, with Bank of America, N.A. serving as the administrative agent and JPMorgan Chase Bank, N.A. serving as the syndication agent.  The credit facility consists of a $250 million five-year revolving credit line and a $250 million five-year term loan facility.  The entire amount of the term loan was drawn by the Company on August 31, 2011 for the following purposes: (1) to pay the $115.8 million cash purchase price of the Company’s acquisition of the North American business of Fyfe Group, LLC, which transaction closed on August 31, 2011; (2) to retire $52.5 million in indebtedness outstanding under the Company’s prior credit facility; (3) to redeem the Company’s $65.0 million, 6.54% Senior Notes, due April 2013, and pay the associated $5.6 million make-whole payment due in connection with the redemption of the Senior Notes; and (4) to fund expenses associated with the new credit facility and the Fyfe North America transaction.  This new facility replaces the Company’s existing $115 million facility.

Merrill Lynch Pierce Fenner & Smith Incorporated and JPMorgan Securities LLC acted as joint lead arrangers and joint book managers in the syndication of the credit facility.  In addition to Bank of America and JPMorgan Chase Bank, the participating banks in the syndicate are Fifth Third Bank, Regions Bank, US Bank, PNC Bank, BBVA Compass, KeyBank, Bank of the West, Associated Bank, HSBC Bank USA, Branch Banking and Trust Company, Comerica Bank, National Bank of Kuwait and Stifel Bank and Trust.

Generally, interest will be charged on the principal amounts outstanding under the credit facility at the British Bankers Association LIBOR rate plus an applicable rate ranging from 1.50% to 2.50% depending on the Company’s consolidated leverage ratio.  The Company also can opt for an interest rate equal to a base rate (as defined in the credit documents) plus an applicable rate, which also is based on the Company’s consolidated leverage ratio.  The applicable LIBOR borrowing rate (LIBOR plus Company’s applicable rate) as of August 31, 2011 was approximately 2.58%.

The credit facility includes a provision permitting the Company, by notice to Bank of America, N.A., as administrative agent, to increase either the revolving credit line or the term loan with additional commitments of up to $125 million from either the existing lending banks or additional financial institutions.
 

David Martin, Senior Vice President and Chief Financial Officer, said “We are pleased by the enthusiasm shown by the participating banks in bringing this credit facility to fruition and are gratified by the confidence that our banks have shown in our company, our acquisition strategy and our operating plan going forward.  This new credit facility also is an important step in our efforts to optimize the Company’s balance sheet and achieve an appropriate level of return for our stockholders.”

Insituform Technologies, Inc. is a global leader in infrastructure protection. Insituform provides proprietary technologies and services for the corrosion protection of industrial pipelines and for rehabilitating and strengthening sewer, water, energy and mining piping systems, buildings, bridges and tunnels and waterfront structures. More information about the Company can be found on its internet site at www.insituform.com.

Insituform® and the Insituform® logo are the registered trademarks of Insituform Technologies, Inc. and its affiliates.

For more information, contact:

David A. Martin

Senior Vice President and Chief Financial Officer

636-530-8000

EX-99.2

Exhibit 99.2

Insituform Technologies, Inc. Closes Acquisition of

North American Business of Fyfe Group, LLC

ST. LOUIS, MO, September 1, 2011 – Insituform Technologies, Inc. (Nasdaq Global Select Market: INSU) (“Insituform” or the “Company”) today announced the closing of its acquisition of the North American business of Fyfe Group, LLC.  The transaction purchase price was approximately $115.8 million.

Fyfe Group, based in San Diego, California, is a pioneer and industry leader in the development, manufacture and installation of fiber reinforced polymer (FRP) systems for the structural repair, strengthening and restoration of pipelines (oil, gas, water and wastewater), buildings (commercial, Federal, municipal, residential and parking garages), bridges and tunnels, and waterfront structures.   Lead by founder and Chairman, Ed Fyfe, and Chief Executive Officer, Heath Carr, Fyfe Group has a comprehensive portfolio of patented and other proprietary technologies and products, including its Tyfo® Fibrwrap® System, the only carbon fiber solution on the market meeting 2009 International Building Code requirements.  Fyfe Group’s product and service offering also includes pipeline rehabilitation, concrete repair, epoxy injection, corrosion mitigation and specialty coatings services.  For 2010, Fyfe Group had North American revenues and EBITDA of approximately $45.1 million and $10.4 million, respectively.

The acquisition was financed by a $250 million term loan under the Company’s new $500 million credit facility.

Joe Burgess, President and Chief Executive Officer of Insituform, said “Our acquisition of Fyfe Group’s North American business is in keeping with our objective to develop or acquire high value products and services to prevent the deterioration of infrastructure, using our global distribution channel to expand our leadership position in key energy, mining, water and wastewater, commercial building, transportation and coastal markets, while reducing our reliance on the municipal bid process.  Fyfe Group’s product and service offering complements Insituform’s existing product and service portfolio, but also expands the markets into which we offer our products and services.   In addition, we believe that Fyfe Group’s patented and other proprietary technologies distinguish the company from its competitors and allow the company to achieve compelling returns.   This acquisition furthers our stated objective of achieving a 15% return by 2012.”

Fyfe Group’s senior management team, including Ed Fyfe and Heath Carr, will remain with the company and be responsible for its day-to-day operations, growth and continued technological innovation.   In connection with the closing of the Fyfe North America transaction, Ed Fyfe and Heath Carr also purchased $3.0 million and $1.0 million, respectively, of Insituform common stock at a price of $16.21 per share (Insituform’s closing stock price on August 30, 2011).  The shares of common stock are subject to certain transfer restrictions until February 2013.

Under the acquisition agreement for the Fyfe North America transaction, Fyfe Group granted Insituform an option until July 26, 2012 to acquire Fyfe Group’s international operations in Asia, Europe and Latin America at a purchase price to be negotiated by the parties at the time of exercise.  For 2010, Fyfe Group’s international operations (excluding Canada) had revenues and an EBITDA margin of approximately $20 million and 20%, respectively.  Subject to due diligence and discussions with Fyfe Group’s international partners, Insituform anticipates that the acquisition of Fyfe Group’s international operations will close prior to year end.

Insituform expects the Fyfe Group North America transaction to be accretive to earnings in 2011 (before acquisition transaction expenses).

About Insituform Technologies, Inc.
 

Insituform Technologies, Inc. is a global leader in infrastructure protection. Insituform provides proprietary technologies and services for the corrosion protection of industrial pipelines and for rehabilitating and strengthening sewer, water, energy and mining piping systems, buildings, bridges and tunnels and waterfront structures. More information about the Company can be found on its internet site at www.insituform.com.

About Fyfe Group, LLC

Fyfe Group has been a pioneer in adapting FRP composites for use in the construction rehabilitation sector including structural repair and reinforcements for buildings, corrosion wrapping for waterfront structures, seismic bracing for structures, leak protection for large diameter pipelines and blast protection for commercial and government properties.   Fiber reinforced polymer systems use fibers (carbon fiber, fiberglass, Kevlar) in combination with polymer resins to form a composite product.  FRP materials have revolutionized the aerospace, marine, electrical, corrosion-resistance and transportations industries.  FRP composites capitalize on their high strength-to-weight ratio and inherent resistance to weather and the corrosive effects of water, salt air and sea water.  Founder and Chairman, Ed Fyfe, and his companies have received more than 25 United States patents regarding FRP composites and their applications.   More information about Fyfe can be found on its internet site at www.fyfeco.com.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. The Company makes forward-looking statements in this news release that represent the Company’s beliefs or expectations about future events or financial performance. These forward-looking statements are based on information currently available to the Company and on management’s beliefs, assumptions, estimates or projections and are not guarantees of future events or results. When used in this document, the words “anticipate,” “estimate,” “believe,” “plan,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the Securities and Exchange Commission on February 28, 2011 and in our subsequent quarterly reports on Form 10-Q. In light of these risks, uncertainties and assumptions, the forward-looking events may not occur. In addition, our actual results may vary materially from those anticipated, estimated, suggested or projected. Except as required by law, we do not assume a duty to update forward-looking statement, whether as a result of new information, future events or otherwise. Investors should, however, review additional disclosures made by the Company from time to time in its periodic filings with the Securities and Exchange Commission. Please use caution and do not place reliance on forward-looking statements. All forward looking-statements made by the Company in this news release are qualified by these cautionary statements.

Insituform®and the Insituform® logo are the registered trademarks of Insituform Technologies, Inc. and its affiliates.  Tyfo® and Fibrwrap® are the registered trademarks of Fyfe Group, LLC and its affiliates.

For more information, contact:

David F. Morris

Senior Vice President and Chief Administrative Officer

636-530-8000