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Headwaters Incorporated Announces Closing of 7¼% Senior Notes



  Headwaters Incorporated Announces Closing of 7¼% Senior Notes

Business Wire

SOUTH JORDAN, Utah -- December 10, 2013

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

Net proceeds from the offering were 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 indebtedness.

The offering of the Notes was made 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 light building products and heavy construction materials industries.
Through its building products and coal combustion products, the Company has
been able to improve sustainability by transforming underutilized resources
into valuable products. 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 licensing of residue hydrocracking
technology and catalyst sales to oil refineries, 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, 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 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, 2013, Quarterly Reports on Form 10-Q,
and other periodic filings.

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
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