Headwaters Incorporated Announces Pricing of 7¼% Senior Notes

  Headwaters Incorporated Announces Pricing of 7¼% Senior Notes

Business Wire

SOUTH JORDAN, Utah -- December 5, 2013

HEADWATERS INCORPORATED (NYSE: HW), a building products company dedicated to
improving lives through innovative advancements in construction materials,
today announced the pricing of its offering of $150.0 million aggregate
principal amount of its 7¼% Senior Notes due 2019 (the “Notes”). The Notes
will be senior unsecured obligations of Headwaters and will be guaranteed by
certain of Headwaters’ existing and future domestic subsidiaries.

Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. are acting as
book-runners for the offering. Avondale Partners, LLC, Canaccord Genuity Inc.,
Stifel, Nicolaus & Company, Incorporated and Wedbush Securities Inc. are
acting as co-managers for the offering.

The offering is expected to close on December 10, 2013, subject to certain
closing conditions. Headwaters expects net proceeds from the offering to be
approximately $146.2 million (after deducting the initial purchasers’
commissions and estimated transaction fees and expenses). Headwaters expects
to use the net proceeds from the offering 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 market, and a 40% equity interest in a separate
joint venture to be controlled by the significant shareholders of Roof Tile,
Inc. to market nationally Tag & Stick, an innovative roofing underlayment. Any
additional net proceeds from the offering shall be used to fund future
acquisitions and to pay related transaction fees and expenses, and for general
corporate purposes, including capital expenditures and repayment of

The Notes will be offered in the United States to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of 1933 (the
“Securities Act”), and outside the United States in compliance with Regulation
S. The Notes have not been registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. This
press release is being issued pursuant to Rule 135c under the Securities Act
and shall not constitute an offer to sell or a solicitation of an offer to buy
the Notes.

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
(801) 984-9400
Financial Profiles
Tricia Ross
(916) 939-7285
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