Status:  Clearance


Acquirer:  Boral Limited (Australia)

Acquired:  Headwaters Incorporated (US)

Value:  US$2.6 billion

Industry:  Construction Materials



UPDATE:  In relation to the November 20, 2016 Agreement and Plan of Merger between Headwaters, Inc., and Boral Limited, an Australian corporation, Headwaters disclosed in its recent quarterly regulatory filing that “the parties satisfied the CFIUS closing condition to the merger agreement on February 16, 2017.” (Headwater Form 10-Q, Apr. 28, 2017, SEC Filing.)

Posted on January 5, 2017

Status: New Filing

“The parties filed a draft notice with CFIUS on December 16, 2016.” (Headwaters Inc., Schedule 14A, Dec. 29, 2016, SEC Filing.)

Posted on December 15, 2016

Status: Upcoming/New Filing

On November 20, 2016, Headwaters Incorporated, a Delaware corporation, entered into a merger agreement with Boral Limited, an Australian corporation, and Enterprise Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Boral Limited, pursuant to which, following the merger, Headwaters will become an indirect wholly owned subsidiary of Boral Limited.  (See Headwaters’ Form 8-K, Nov. 21, 2016, SEC Filing.)

According to its website, Headwaters “is a leading manufacturer of building products” for the residential commercial and institutional construction, with a product portfolio including specialty siding, trim board, decking, architectural stone, roofing, windows and block products.  (See Headwaters Website.)  “Boral is Australia’s largest building and construction materials supplier and has an existing presence in the North American building and construction materials industry, with strong positions in bricks, concrete and clay roof tiles, manufactured stone and fly ash, and a developing light building products business.”  (See Headwaters Press Release, Form 8-K, Ex.-99.1, Nov. 21, 2016, SEC Filing.)

A Committee on Foreign Investment in the United States (CFIUS) Clearance is a condition precedent to closing the transaction.  (See Merger Agreement, Section 3.01(b)(ii), in Headwater’s Form 8-K, Ex-2.2, Nov. 21, 2016, SEC Filing.)