Headwaters Incorporated Announces Proposed Public Offering of Common Stock

Headwaters Incorporated (NYSE: HW), a building products company, announced that it is offering 7,600,000 shares of its common stock in a public offering. The underwriters will have a 30-day option to purchase up to an additional 1,140,000 shares from Headwaters. Headwaters expects to use the proceeds from the sale of the common stock to acquire the assets of Kleer Lumber, Inc., a manufacturer of high quality and eco-friendly cellular PVC trim board and moulding products, and for general corporate purposes.

The acquisition of Kleer Lumber will add a full range of cellular PVC products to Headwaters' Light Building Products offerings, including trim boards, millwork, sheet stock, paneling, and moulding, as well as the company's recently introduced decking and railing products. Kleer Lumber's trim boards offer the TruEDGE feature, a proprietary and innovative technology that seals edges, improving trim board performance and appearance. Kleer Lumber's products are manufactured at its Westfield, Massachusetts manufacturing and research and development facility.

Headwaters’ proposed acquisition of Kleer Lumber, which is targeted to close by December 31, 2012, is subject to customary closing conditions. Accordingly, Headwaters cannot be certain that the acquisition will close on this timeframe or at all.

Deutsche Bank Securities and Stifel Nicolaus Weisel are acting as book-runners for the offering.
The public offering will be made only by means of a prospectus and related prospectus supplement, copies.

The common stock will be offered pursuant to an effective registration statement filed with the Securities and Exchange Commission.