Headwaters Incorporated Commences Consent Solicitation Related To Its 7⅝% Senior Secured Notes Due 2019

(NYSE: HW) – Headwaters Incorporated today announced that it has commenced a solicitation of consents (“Consent Solicitation”) from the holders of its 7⅝% Senior Secured Notes due 2019 (CUSIP No. 42210PAQ5) (the “Notes”) to certain proposed amendments to the indenture governing the Notes. As of November 12, 2013, $400.0 million aggregate principal amount of Notes were outstanding. The primary purpose of the Consent Solicitation and the proposed amendments is to modify certain restrictive covenants in the indenture.

Full details of the terms and conditions of the Consent Solicitation are included in the Consent Solicitation Statement (the “Statement”) and the accompanying Consent Letter, both of which are dated November 12, 2013.

“Building on our strong 2013 operating performance and reduced debt levels, we are pursuing consent from our bondholders to amend our existing senior secured indenture,” said Don P. Newman, Headwaters' Chief Financial Officer. “The amendments increase our senior secured borrowing capacity from 3.5 to 4.5 times Consolidated Cash Flow, as defined in the indenture. These changes provide us flexibility to maintain a balanced capital structure, while delivering value to our stockholders and taking advantage of favorable debt markets.”

“We also recently amended our ABL revolver, extending the maturity of the revolver from October 2014 to October 2018, improving pricing under the facility, gaining additional flexibility, and maintaining our existing revolver borrowing capacity,” noted Mr. Newman.

The adoption of the proposed amendments requires the consent of the holders of at least 66⅔% in aggregate principal amount of Notes outstanding (the “Required Consents”). The Consent Solicitation will expire at 5:00 p.m., New York City time, on Wednesday, November 20, 2013, unless extended or earlier terminated by Headwaters (the “Expiration Date”). Headwaters will make a cash payment of $15.00 per $1,000 principal amount of Notes (the “Consent Payment”) to each holder who delivers, and does not validly revoke, a properly completed and executed consent prior to the Expiration Date. Holders may revoke their consents at any time prior to the earlier of the Expiration Date, and the time at which the Required Consent has been obtained. Headwaters expects to make any and all Consent Payments as soon as practicable after the Expiration Date.

In addition to obtaining the Required Consents, the Consent Solicitation is subject to the satisfaction, or waiver by Headwaters, of certain general conditions. If the Consent Solicitation is withdrawn or otherwise not completed, including as a result of the failure to obtain the Required Consents or to satisfy or waive these general conditions, the Consent Payment will not be paid or payable.

Headwaters will execute a supplemental indenture effecting the Proposed Amendments after the Required Consents have been obtained and the general conditions have been satisfied or waived.

Copies of the Statement and other Consent Solicitation materials may be obtained by contacting D.F. King & Co., Inc., the Information and Tabulation Agent for the Consent Solicitation, at (888) 644-6071 (toll free) or (212) 269-5550 (collect).

Deutsche Bank Securities Inc. is acting as the Solicitation Agent for the Consent Solicitation. Questions concerning the Consent Solicitation may be directed to Deutsche Bank Securities at (855) 287-1922.

None of Headwaters, including its Board of Directors, the Information and Tabulation Agent, the Solicitation Agent, the Trustee for the Notes or any other person, has made or makes any recommendation as to whether holders of the Notes should deliver, or refrain from delivering their consent pursuant to the Consent Solicitation, and no one has been authorized to make such a recommendation. Holders of the Notes must make their own decisions as to whether to deliver their consent.

This press release shall not constitute an offer to purchase or a solicitation of an offer to sell any securities, including the Notes. The Consent Solicitation is being made only pursuant to the terms of the Statement and related materials, including the Consent Letter. Holders of the Notes should read carefully the Statement and related materials, including the Consent Letter, as they contain important information.

About Headwaters Incorporated

Headwaters Incorporated is dedicated to improving the design, remodeling and construction experience through advancements in construction materials. Headwaters is focused on growing its operations within the light building products and heavy construction material industries. Because of Headwaters' broad distribution system and superior reputation for quality, it is a market leader in all of its key niche product categories. 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 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 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. Words such as “may,” “should,” “intends,” “plans,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “believes,” “seeks,” “estimates,” 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, 2012, 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.

Copyright Business Wire 2010

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