Headwaters Incorporated Announces Proposed Public Offering of Common Stock

  Headwaters Incorporated Announces Proposed Public Offering of Common Stock

Business Wire

SOUTH JORDAN, Utah -- December 17, 2012

HEADWATERS INCORPORATED (NYSE: HW), a building products company dedicated to
improving lives through innovative advancements in construction materials,
today announced that it is offering 7,600,000 shares of its common stock in a
public offering. The underwriters will have a 30-day option to purchase up to
an additional 1,140,000 shares from Headwaters. Headwaters expects to use the
proceeds from the sale of the common stock to acquire the assets of Kleer
Lumber, Inc., a manufacturer of high quality and eco-friendly cellular PVC
trim board and moulding products, and for general corporate purposes.

Deutsche Bank Securities and Stifel Nicolaus Weisel are acting as book-runners
for the offering.

The public offering will be made only by means of a prospectus and related
prospectus supplement, copies of which may be obtained, when available from
either: Deutsche Bank Securities, Attention: Prospectus Group, 60 Wall Street,
New York, New York, 10005, telephone (800) 503-4611, or by emailing
prospectus.cpdg@db.com; or Stifel Nicolaus Weisel, One South Street, 15th
Floor, Baltimore, Maryland 21202, or by emailing syndprospectus@stifel.com.

The common stock will be offered pursuant to an effective registration
statement filed with the Securities and Exchange Commission. This press
release shall not constitute an offer to sell or a solicitation of an offer to
buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.

About Headwaters Incorporated

Headwaters Incorporated is dedicated to improving the design, remodeling and
construction experience through advancements in construction materials.
Headwaters is focused on growing its operations within the light building
products and heavy construction material industries. Because of Headwaters'
broad distribution system and superior reputation for quality, it is a market
leader in all of its key niche product categories. www.headwaters.com

Forward Looking Statements

Certain statements contained in this press release are forward-looking
statements within the meaning of federal securities laws and Headwaters
intends that such forward-looking statements be subject to the safe-harbor
created thereby. Forward-looking statements include Headwaters’ expectations
as to the managing and marketing of coal combustion products, the production
and marketing of building products, the sale of our discontinued cleaned coal
operations, the licensing of residue hydrocracking technology and catalyst
sales to oil refineries, the availability of refined coal tax credits, the
development, commercialization, and financing of new technologies and other
strategic business opportunities and acquisitions, and other information about
Headwaters. Such statements that are not purely historical by nature,
including those statements regarding Headwaters’ future business plans, the
operation of facilities, the availability of feedstocks, and the marketability
of the coal combustion products, building products, cleaned coal, catalysts,
and the availability of tax credits, are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding
future events and our future results that are based on current expectations,
estimates, forecasts, and projections about the industries in which we operate
and the beliefs and assumptions of our management. Actual results may vary
materially from such expectations. Words such as “may,” “should,” “intends,”
“plans,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “believes,”
“seeks,” “estimates,” “forecasts,” or variations of such words and similar
expressions, or the negative of such terms, may help identify such
forward-looking statements. Any statements that refer to projections of our
future financial performance, our anticipated growth and trends in our
businesses, and other characterizations of future events or circumstances, are
forward-looking. In addition to matters affecting the coal combustion
products, building products, and energy industries or the economy generally,
factors that could cause actual results to differ from expectations stated in
forward-looking statements include, among others, the factors described in the
caption entitled “Risk Factors” in Item 1A in Headwaters’ Annual Report on
Form 10-K for the fiscal year ended September 30, 2012, Quarterly Reports on
Form 10-Q, and other periodic filings and prospectuses.

Although Headwaters believes that its expectations are based on reasonable
assumptions within the bounds of its knowledge of its business and operations,
there can be no assurance that our results of operations will not be adversely
affected by such factors. Unless legally required, we undertake no obligation
to revise or update any forward-looking statements for any reason. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. Our internet address is
www.headwaters.com. There we make available, free of charge, our annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
any amendments to those reports, as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the SEC. Our reports
can be accessed through the investor relations section of our web site.


Headwaters Incorporated
Sharon Madden
Vice President of Investor Relations
Financial Profiles
Tricia Ross, 916-939-7285
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