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Headwaters Incorporated Announces Termination of Consent Solicitation Related to Its 7⅝% Senior Secured Notes Due 2019

  Headwaters Incorporated Announces Termination of Consent Solicitation
  Related to Its 7⅝% Senior Secured Notes Due 2019

Business Wire

SOUTH JORDAN, Utah -- November 20, 2013

Headwaters Incorporated (NYSE:HW)  today announced that it has terminated its
previously announced consent solicitation (“Consent Solicitation”) with
respect to its 7⅝% Senior Secured Notes due 2019 (CUSIP No. 42210PAQ5) (the
“Notes”).

The Consent Solicitation is being terminated in accordance with the terms and
conditions set forth in the Consent Solicitation Statement and the
accompanying Consent Letter, both of which are dated November 12, 2013. As a
result of the termination, no consent payments will be paid or become payable
to holders of Notes who have delivered consents. All consents previously
delivered and not revoked will be of no effect, and the indentures governing
the Notes will remain in their present form, unamended.

This press release confirms the formal termination of the Consent
Solicitation.

This press release shall not constitute an offer to purchase or a solicitation
of an offer to sell any securities, including the Notes.

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 materials and products, the licensing of residue
hydrocracking technology and catalyst sales to oil refineries, results from
the sale of coal cleaning assets, the development, commercialization, and
financing of new products 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, anticipated benefits from the sale
of coal cleaning assets, and the marketability of the coal combustion
products, building products, and catalysts, 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,” 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.

Contact:

AT THE COMPANY:
Headwaters Incorporated
Sharon Madden
Vice President of Investor Relations
801-984-9400
or
ANALYST CONTACT:
Financial Profiles
Tricia Ross
916-939-7285