Beacon Roofing Supply to Acquire Allied Building Products from CRH for $2.625 Billion in Cash

  Beacon Roofing Supply to Acquire Allied Building Products from CRH for
  $2.625 Billion in Cash

Strengthens Beacon’s Position as the Largest Publicly Traded Wholesale Roofing
  and Building Materials Distributor in North America with Approximately $7
                   Billion in Revenue Across 593 Locations

Significantly Expands Beacon’s Geographic Footprint in New York and New Jersey
                         and Other Major U.S. Markets

   Provides for Beacon’s Entry as a Major Supplier to the Interior Building
                               Products Market

              $110 Million in Expected Annual Run-Rate Synergies

Expected to Be Immediately Accretive to Adjusted EPS and Accretive to GAAP EPS
                                 in Year Two

Business Wire

HERNDON, Va. -- August 24, 2017

Beacon Roofing Supply, Inc. (Nasdaq: BECN) (“Beacon” or the “Company”), the
largest publicly traded distributor of roofing and complementary building
products in North America, today announced that the Company has entered into a
definitive purchase agreement to acquire Allied Building Products Corp.
(“Allied”), one of the country’s largest exterior and interior building
products distributors, from global diversified building products group CRH plc
(LSE: CRH, ISE: CRG, NYSE: CRH) (“CRH”) for $2.625 billion in cash.

Beacon expects to finance the acquisition with approximately $2.2 billion of
debt financing through an upsized ABL revolving credit facility, an upsized
term loan B facility, a new unsecured senior note and approximately $500
million of committed convertible preferred equity financing from an entity
affiliated with the investment firm Clayton, Dubilier & Rice (“CD&R”), which
in October 2015 sold Roofing Supply Group (“RSG”) to Beacon. The parties
currently expect to consummate the transaction on or around January 2, 2018,
subject to satisfaction of customary closing conditions.

Founded in 1950, Allied is headquartered in East Rutherford, New Jersey, and
distributes products across 208 locations in 31 states. These include exterior
products, such as roofing, siding, windows and doors, and interior products,
such as wallboard and suspended ceiling systems. The combination of Beacon and
Allied will make Beacon one of the largest publicly traded wholesale building
materials distributors in North America with pro forma revenues of
approximately $7 billion and 593 branches in all 50 states and 6 provinces
across Canada. Beacon will also become the fourth largest wallboard and
acoustical ceiling tile wholesale distributor in the U.S., with more than $1
billion of revenue in the interior market category. Beacon and Allied have
more than 150 years of combined experience providing service excellence to
customers in the building products industry.

The expanded geographic footprint will allow Beacon to enter new local
markets, particularly in New York, New Jersey and the upper Midwest. In
addition, acquiring Allied allows Beacon to further strengthen the company’s
position as a leader in roofing products distribution, while accelerating
growth in other key product categories, including siding, windows, doors,
decking, trim, waterproofing, insulation and solar.

Robert R. Buck, Chairman of Beacon’s Board of Directors, emphasized the
strategic rationale of the transaction and stated: “Allied is among the most
established and respected companies in our industry, and we are proud that,
through this acquisition, Beacon will become one of North America’s largest
publicly traded building materials distributors and will operate locations in
all 50 states. I want to thank CRH for entrusting Beacon with the future
success of Allied and its dedicated employees, who have been part of the CRH
family for more than 20 years. The Allied acquisition also presents a great
opportunity for CD&R to again become a major shareholder in Beacon. Today is
of great significance in Beacon’s history and for the future of building
products distribution.”

Paul Isabella, Beacon’s President and Chief Executive Officer, commented: “I
would like to welcome the more than 3,500 employees from Allied to the Beacon
family. We are thrilled to partner with such a loyal and dedicated workforce
that shares our commitment to superior customer service and high levels of
performance. We are also excited to become a significant player in the robust,
growing and still-consolidating interior products market. Together, we will
leverage the strengths of both companies, while remaining committed to
preserving the deep customer relationships that we have each cultivated over
150 years of combined experience. This is a milestone moment in the long and
successful histories of both companies.”

CD&R Partner Nathan Sleeper commented: “We are excited to participate in the
strategic combination of these two industry leaders. We developed a strong
confidence in the Beacon Roofing Supply management team during our prior
ownership, as they successfully acquired and integrated RSG, and we welcome
the opportunity to invest again in Beacon’s future growth and success. I look
forward to rejoining Beacon’s Board of Directors and playing a supportive role
as the Company realizes the significant value of this transaction.”

In a concurrent press release issued this morning by CRH, Albert Manifold,
Chief Executive Officer of CRH, stated: “We are pleased that our long-standing
Allied business is being acquired by a highly-respected industry player and we
wish our colleagues every success as they enter this new phase of their
development.”

Strategic and Financial Benefits of the Transaction

  * Expanded Exteriors Geographic Footprint: The expanded geographic footprint
    will provide Beacon a presence in new markets – particularly in New York,
    New Jersey and the upper Midwest. With this transaction, Beacon will
    operate locations in all 50 states and will expand its presence in other
    key markets including Texas, Florida, Colorado and California.
  * Significant Customer Service Benefits and Offerings: Customers from both
    companies are expected to experience multiple benefits working with the
    combined company, from access to a wider range of products to improved
    product availability, service, delivery and technology solutions.
  * Expansion into the Interior Business: The combination will provide Beacon
    with entry into the adjacent interior business, including wallboard and
    suspended ceiling products, and will strengthen the combined company’s
    competitive positioning through extended offerings. The interior category
    shares many attractive investment qualities and characteristics with the
    roofing products distribution business.
  * Enhanced Growth Strategies: Beacon remains committed to increasing market
    share through organic growth focusing on a wide range of roofing and
    complementary products. Through the combination, Beacon will be
    well-positioned to leverage Allied’s various market advantages, including
    its established private-label business and robust e-commerce platform, to
    further Beacon’s organic growth strategies.
  * Significant Cost Synergies Expected: The combined company is expected to
    realize $110 million in annual run-rate synergies within two years of
    closing.
  * Expected Financial Impact: Excluding year one incremental
    transaction-related amortization of approximately $70-80 million and year
    one acquisition costs of approximately $65-75 million, Beacon expects the
    transaction will be immediately accretive to adjusted earnings per share
    by approximately $0.50-0.60 in year one. Beacon expects the transaction
    will be accretive to GAAP earnings per share in year two. Following the
    close, Beacon expects rapid de-levering to result from the anticipated
    combined EBITDA of the new Beacon entity, realization of cost savings and
    strong pro forma free cash flow generation. The trailing twelve month June
    30, 2017 Adjusted EBITDA of Allied coupled with significant run rate
    synergies of $110 million results in a transaction purchase multiple of
    8.7x.

Financing and Approvals

The transaction is currently expected to close on or around January 2, 2018,
and is subject to the expiration or termination of the applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, as well as other customary closing conditions.

Beacon will fund the purchase price through an upsized ABL revolving credit
facility, upsized term loan B facility, a senior unsecured bond offering and
by issuing Series A Convertible Preferred Shares to an investment vehicle
owned by investment firm CD&R.

Management and Board

Following completion of the transaction, Mr. Isabella will continue to serve
as President and Chief Executive Officer of the combined company, and Mr. Buck
will remain Chairman of the Board of Directors. Mr. Feury, Chief Executive
Officer of Allied, will continue in a key executive leadership role, focused
on integration and growth, reporting to Mr. Isabella. Mr. Philip Knisely, an
advisor to the CD&R Funds, will remain on Beacon’s Board of Directors. Mr.
Sleeper, a Partner at CD&R, will rejoin Beacon’s Board of Directors.

Advisors

Citi is serving as a financial advisor to Beacon and Sidley Austin LLP is
serving as a legal advisor. J.P. Morgan Limited acted as a financial advisor
to CRH plc and Kilpatrick Townsend & Stockton is serving as a legal advisor.
Debevoise & Plimpton LLP is acting as counsel to CD&R.

Citi and Wells Fargo are acting as joint lead arrangers on the debt financing.

Conference Call and Presentation

Beacon will host a webcast and conference call today at 8:00 a.m. ET to
discuss the transaction. The webcast link and call-in details are as follows:

What:          Beacon Roofing Supply Acquisition of Allied Building Products
               Conference Call
When:          Thursday, August 24, 2017
Time:          8:00 a.m. ET
Webcast:       http://ir.beaconroofingsupply.com/events.cfm (live and replay)
Live Call:     720-634-9063, Conf. ID #75502983
                

There will be a slide presentation available on the website as well. To assure
timely access, conference call participants should dial in prior to the 8:00
a.m. ET start time.

About Beacon Roofing Supply, Inc.

Founded in 1928, Beacon Roofing Supply, Inc. (Beacon) (Nasdaq: BECN) is the
largest publicly traded distributor of residential and commercial roofing
materials and complementary building products, operating 385 branches
throughout 48 states in the U.S. and 6 provinces in Canada. To learn more
about Beacon and its family of regional brands, please visit www.becn.com.

About Allied Building Products Corp.

Allied Building Products Corp. (Allied) was established in Jersey City, NJ in
1950 as a family-operated roofing and custom sheet metal fabrication business.
Today, Allied operates 208 locations coast to coast, maintains a fleet of more
than 2,785 vehicles, and employs more than 3,500 committed individuals. For
more information about Allied, please visit www.alliedbuilding.com.

About CRH plc

CRH plc (LSE: CRH, ISE: CRG, NYSE: CRH) (CRH) is a leading global diversified
building materials group, employing 87,000 people at 3,800 operating locations
in 31 countries worldwide. With a market capitalisation of €26 billion (July
2017), CRH is the largest building materials company in North America and the
second largest worldwide. The Group has leadership positions in Europe as well
as established strategic positions in the emerging economic regions of Asia
and South America. CRH is committed to improving the built environment through
the delivery of superior materials and products for the construction and
maintenance of infrastructure, housing, and commercial projects. A Fortune 500
company, CRH is a constituent member of the FTSE 100 index, the EURO STOXX 50
index, and the ISEQ 20. CRH’s American Depositary Shares are listed on the
NYSE. For more information, visit www.crh.com.

About CD&R

Founded in 1978, Clayton, Dubilier & Rice is a private investment firm. Since
inception, CD&R has managed the investment of approximately $24 billion in 74
companies representing a broad range of industries with an aggregate
transaction value of more than $100 billion. The Firm has offices in New York
and London. For more information, visit www.cdr-inc.com.

Forward-Looking Statements

This release contains information about management's view of Beacon's future
expectations, plans, and prospects that constitute forward-looking statements
for purposes of the safe harbor provisions under the Private Securities
Litigation Reform Act of 1995. You can identify forward-looking statements by
the fact that they do not relate strictly to historic or current facts and
often use words such as “anticipate”, “estimate”, “expect”, “believe”, “will
likely result”, “outlook”, “project” and other words and expressions of
similar meaning. Actual results may differ materially from those indicated by
such forward-looking statements as a result of various important factors,
including, but not limited to, those set forth in the "Risk Factors" section
of Beacon's latest Form 10-K. In addition, numerous factors could cause actual
results with respect to the proposed transaction to differ materially from
those in the forward-looking statements, including without limitation, the
possibility that the expected synergies and cost savings and financial impacts
from the proposed transaction will not be realized, or will not be realized
within the expected time period; the risk that the Beacon and Allied
businesses will not be integrated successfully; the ability to obtain
governmental approvals of the proposed transaction on the proposed terms and
schedule contemplated by the parties; disruption from the proposed transaction
making it more difficult to maintain business and operational relationships;
the risk of customer attrition; the possibility that the proposed transaction
does not close, including, but not limited to, failure to satisfy the closing
conditions; and the ability to obtain the debt and equity financings
contemplated to fund the cash purchase price for the proposed transaction and
the terms of such financings. The forward-looking statements included in this
press release represent Beacon's views as of the date of this press release
and these views could change. However, while Beacon may elect to update these
forward-looking statements at some point, Beacon specifically disclaims any
obligation to do so, other than as required by federal securities laws. These
forward-looking statements should not be relied upon as representing Beacon's
views as of any date subsequent to the date of this press release.

This release does not constitute an offer of any securities for sale.

Non-GAAP Measures

This press release contains a price multiple of Adjusted EBITDA of Allied,
which is a measure not presented in accordance with generally accepted
accounting principles (“GAAP"). Adjusted EBITDA is defined as net income plus
interest expense (net of interest income), income taxes, depreciation and
amortization, adjustments for corporate costs, and non-recurring costs.
Although the company believes this measure provides a useful representation of
performance, non-GAAP financial measures should not be considered in isolation
or as a substitute for any items calculated in accordance with GAAP.

In addition, this press release includes projections regarding the expected
accretive impact of the proposed transaction to Adjusted EPS, based on
internal forecasts of Adjusted EPS, which forecasts are non-GAAP financial
measures and are derived by excluding transaction related expenses and
incremental deal-related intangibles amortization. These accretion projections
also should not be considered a substitute for GAAP measures. The
determination of the amounts that are excluded in making the accretion
calculations are a matter of management judgment.

View source version on businesswire.com:
http://www.businesswire.com/news/home/20170823006149/en/

Contact:

Beacon Roofing Supply, Inc.
Joseph Nowicki, 571-323-3940
Executive VP & CFO
JNowicki@becn.com
or
CD&R
Dan Jacobs, 212-407-5218
djacobs@cdr-inc.com
or
Media
LEVICK
John Lovallo, 917-612-8419
jlovallo@levick.com
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