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HW > SEC Filings for HW > Form 8-K on 4-Dec-2013All Recent SEC Filings

Show all filings for HEADWATERS INC



Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

Item 7.01. Regulation FD Disclosure.

On December 4, 2013, Headwaters Incorporated (the "Company") commenced a private offering of $150.0 million in senior notes solely to qualified institutional buyers, as defined under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons, as defined under Regulation S under the Securities Act.

Attached hereto as Exhibit 99.1 and incorporated by reference herein is a presentation of certain information relating to the Company made in connection with the proposed private offering of senior notes included in an offering memorandum dated December 4, 2013. In accordance with General Instruction B.2 of Form 8-K, the information included in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act.

The senior notes will not be registered under the Securities Act or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The information contained in this Current Report on Form 8-K, including the exhibits hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the senior notes or any other securities of the Company.

Item 8.01. Other Events.

Attached hereto as Exhibit 99.2 and incorporated by reference herein is a press release dated December 4, 2013, announcing the proposed private offering of senior notes by the Company.

On December 4, 2013, the Company entered into a stock purchase agreement with Roof Tile, Inc. ("Entegra Roof Tile"), Barrier Group, LLC ("Tag & Stick") and their stockholders to acquire an 80% equity interest in the business of Entegra Roof Tile and a 40% equity interest in Tag & Stick for a combined purchase price of $53.7 million, subject to certain working capital and tax based adjustments. Entegra Roof Tile is a leading manufacturer of high quality concrete roof tiles and accessories under the Entegra brand that are sold primarily into the Florida market. Tag & Stick is an innovative roofing underlayment currently sold in Florida with plans to market throughout the United States. The related press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


No. Description
99.1 Supplemental Regulation FD Disclosure of Headwaters Incorporated dated December 4, 2013
99.2 Press Release by Headwaters Incorporated dated December 4, 2013
99.3 Press Release by Headwaters Incorporated dated December 4, 2013

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