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Headwaters Incorporated Announces Pricing Of 7¼% Senior Notes

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 indebtedness.

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.

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