Headwaters Incorporated Agrees to Acquire Equity Interests in the Entegra Roof Tile and Tag & Stick Businesses

  Headwaters Incorporated Agrees to Acquire Equity Interests in the Entegra
  Roof Tile and Tag & Stick Businesses

Business Wire

SOUTH JORDAN, Utah -- December 4, 2013

HEADWATERS INCORPORATED (NYSE: HW), a building products company dedicated to
improving lives through innovative advancements in construction materials,
today announced it has entered into an agreement to acquire an 80% equity
interest in the business of Roof Tile, Inc., a leading manufacturer of high
quality concrete roof tiles and accessories under the Entegra brand that are
sold primarily into the Florida markets (“Entegra Roof Tile”). In addition to
the Entegra Roof Tile acquisition, Headwaters has agreed to acquire a 40%
equity interest in a separate joint venture to be controlled by the
significant shareholders of Entegra Roof Tile to market nationally Tag &
Stick, an innovative roofing underlayment. Tag & Stick is currently being sold
in the Florida market, and will be made available to Headwaters’ customer base
throughout the country. The acquisitions of Entegra Roof Tile and Tag & Stick
will provide additional product offerings to our current roofing products

Headwaters believes the acquisitions will add additional sales and
distribution opportunities in the building products market in Florida, which
is the third fastest growing state in the U.S. in terms of population. In
addition, Headwaters believes the strategic location of the company’s
centralized manufacturing plant in Florida, the quality of its
contractor/customer relationships, and the scope of its products/services
provide a strong competitive advantage in the market. Many of its customers
are currently customers of Headwaters, and provide us with the opportunity to
expand our existing sales geographically into the Florida market.

Headwaters’ strategy is to pursue niche building product opportunities where
we can enjoy strong market share and top quartile industry margins. Headwaters
had 16.5% Adjusted EBITDA margins in 2013, and we anticipate that Entegra Roof
Tile and Tag & Stick’s performance will contribute to margin expansion in

The acquisitions, which are targeted to close in December, 2013, are subject
to customary closing conditions. Accordingly, Headwaters cannot be certain
that the acquisitions will close on this timeframe or at all.

About Headwaters Incorporated

Headwaters Incorporated is improving lives through innovative advancements in
construction materials through application, design, and purpose. Headwaters is
a diversified growth company providing products, technologies and services to
the heavy construction materials, light building products, and energy
technology industries. Through its coal combustion products, building
products, and energy businesses, the Company has been able to improve
sustainability by transforming underutilized resources into valuable products.

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 and 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. In some cases, 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 to identify such forward-looking statements. In addition, 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, 2013, 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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