Headwaters Incorporated (NYSE:HW) Files An 8-K Termination of a Material Definitive Agreement

into a right to receive a cash payment, without interest, in an
amount equal to the spread (i.e., the amount by which the per
share Merger Consideration amount exceeds the applicable base
price for each share of Common Stock subject to such stock
appreciation right); (iii)each unvested restricted share that
is outstanding immediately prior to the Effective Time was
cancelled, without action of the holder, and converted into a
right to receive a cash payment, without interest, in an amount
equal to the Merger Consideration; (iv)each restricted stock
unit granted under any stock plan of the Company that is
outstanding immediately prior to the Effective Time was
cancelled, without action of the holder, and converted into a
right to receive a cash payment, without interest, in an amount
equal to the Merger Consideration; and (v)each share of Common
Stock purchased by the Company and held as treasury stock
immediately prior to the Effective Time in connection with the
deferred compensation under the Headwaters Director Deferred
Compensation Plan was cancelled and converted into a right to
receive a cash payment, without interest, in an amount equal to
the Merger Consideration.

The foregoing description of the Merger Agreement and the
transactions contemplated thereby is not complete and is
subject to and qualified in its entirety by reference to the
Merger Agreement, a copy of which was filed as Exhibit2.2 to
the Companys Current Report on Form8-K filed with the SEC on
November21, 2016 and the terms of which are incorporated herein
by reference.

In connection with the consummation of the Merger, as of May8,
2017, trading in shares of Common Stock on the New York Stock
Exchange (the NYSE) has been halted. As a consequence of
the Merger, on May8, 2017, the Company requested that the NYSE
file a Form25 with the SEC, to request the removal of the
Common Stock from listing on the NYSE and from registration
under Section12(b)of the Securities Exchange Act of 1934, as
amended (the Exchange Act). The Company intends to file
with the SEC a certification on Form15 under the Exchange Act
requesting the termination of the registration of the Common
Stock under Section12(g)of the Exchange Act and the suspension
of the Companys reporting obligations under Sections13
and15(d)of the Exchange Act. The disclosure set forth in the
Introductory Note above and under Item2.01 is incorporated by
reference into this Item3.01.

The disclosure set forth in the Introductory Note above and
under Items2.01 and3.01 above is incorporated by reference into
this Item3.03.

On May8, 2017, upon consummation of the Merger, a change of
control in the Company occurred and the Company became an
indirect wholly owned subsidiary of Parent. The disclosure set
forth in the Introductory Note above and under Items 2.01 and
5.02 of this Current Report on Form8-K is incorporated by
reference into this Item5.01.

The aggregate purchase price was approximately $2.6 billion,
including the assumption of debt. Parent financed the Merger
with proceeds from an equity offering, debt from a committed
bridge acquisition facility and existing cash.

Item5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On May8, 2017, to the terms of the Merger Agreement and
effective as of immediately prior to the Effective Time, all of
the directors of the Company resigned from the board of
directors of the Company (the Board) and any committees
of the Board of which they were members. The resignations were
not the result of any disagreement with the Company and were
effectuated solely in connection with the Merger. Also on May8,
2017, to the terms of the Merger Agreement and effective as of
the Effective Time, the directors of Merger Sub became
directors of the Company and such directors will serve on the
Board until his successor is duly elected and qualified or
until his earlier death, resignation or removal.

On May8, 2017, in connection with the consummation of the
Merger and effective as of immediately prior to the Effective
Time, each of the chief executive officer; chief financial
officer; vice president, general counsel and secretary; and
president, Headwaters Siding and Roofing (each a named
executive officer) has resigned his position as an officer of
the Company. The resignations were not the result of any
disagreement with the Company and were effectuated solely in
connection with the Merger. Each of the individuals described
in this paragraph have also been terminated as employees of the
Company other than for cause in a manner that entitles them to
severance payments under their existing agreements, effective
as of the Effective Time. The terminations were not the result
of any disagreement with the Company and were effectuated
solely in connection with the Merger.

On May6, 2017, the Company entered into a Termination Agreement
(the Termination Agreement) with the Companys Chairman
of the Board and Chief Executive Officer, Kirk A. Benson. The
Termination Agreement provided that Mr.Benson would terminate
employment with the Company as of the Effective Time. The
Termination Agreement confirmed the payments due to Mr.Benson
under the Merger Agreement and the Companys employee benefit
plans and under his Employment Agreement with the Company dated
August1, 2016 (the Employment Agreement).

The Employment Agreement provided that for a three-year period
following Mr.Bensons retirement as an executive officer of the
Company (the Extended Term), Mr.Benson would continue
employment as a non-executive employee and provide consulting
services to the Company. During the Extended Term, he would
have received annual compensation of $300,000. The Termination
Agreement amends the Employment Agreement to eliminate the
consulting arrangement, and in consideration of the termination
of the consulting arrangement Mr.Benson will receive a lump-sum
payment of $900,000.

to the Merger Agreement, at the Effective Time, the certificate
of incorporation of the Company was amended and restated in its
entirety to be in the form of the certificate of incorporation
of Merger Sub as in effect immediately prior to the Effective
Time, except that references to Merger Subs name were replaced
by references to Headwaters Incorporated. The resulting
certificate of incorporation of the Company as so amended and
restated is attached as Exhibit3.1 to this Current Report on
Form8-K and is incorporated herein by reference.

to the Merger Agreement, at the Effective Time, the bylaws of
the Company were amended and restated in their entirety to be
in the form of the bylaws of Merger Sub as in effect
immediately prior to the Effective Time, except that
(i)references to Merger Subs name were replaced by references
to Headwaters Incorporated and (ii)the indemnification
provisions of the bylaws of the Company as in effect
immediately prior to the Effective Time continue to apply to
periods occurring at or prior to the Effective Time. The
resulting bylaws of the Company as so amended and restated are
attached as Exhibit3.2 to this Current Report on Form8-K and
are incorporated herein by reference.

On May8, 2017, the Company issued a press release announcing
the consummation of the Merger. A copy of the press release is
attached as Exhibit99.1 to this Current Report on Form8-K and
is incorporated herein by reference.