CD&R Acquires Roofing Materials Distributor in Secondary Buyout

Dallas-based Roofing Supply Group, a distributor of residential and non-residential roofing materials is to be acquired from its current owner, The Sterling Group, by Clayton, Dubilier & Rice. Terms were not disclosed. CD&R has secured financing from Deutsche Bank Securities, Goldman Sachs, Credit Suisse and UBS Investment Bank. Deutsche Bank Securities and Goldman Sachs acted as financial advisors and Debevoise & Plimpton acted as legal advisor to CD&R. The Sterling Group was advised by Harris Williams in the transaction.

PRESS RELEASE

Roofing Supply Group, LLC (“RSG” or the “Company”), a leading distributor of residential and non-residential roofing materials in the U.S., today announced a definitive agreement under which it is to be acquired from its current owner, The Sterling Group, by Clayton, Dubilier & Rice, LLC, a private equity firm. Terms were not disclosed.

RSG provides a complete offering of residential and commercial roofing materials and related supplies. Products include shingles, single-ply roofing, metal roofing, roll roofing, insulation, slate and tiles, nails and fasteners, cements and coatings and other complementary building materials. RSG’s branch-based operating model includes 59 locations in 24 states throughout the West, Rocky Mountain, Northwest, Southwest, Southeast and Midwest regions of the U.S.

The transaction is expected to close in the second quarter. CD&R has obtained committed financing from Deutsche Bank Securities Inc., Goldman, Sachs & Co., Credit Suisse, and UBS Investment Bank. Deutsche Bank Securities Inc. and Goldman, Sachs & Co. acted as financial advisors, and Debevoise & Plimpton LLP acted as legal advisor to CD&R. The Sterling Group was advised by Harris Williams in the transaction.

About Roofing Supply GroupFounded in 1981 and based in Dallas, TX, Roofing Supply Group is one of the largest wholesale distributors of roofing supplies and related materials in the United States. Through its network of 59 branches in 24 states, RSG provides one-step distribution services from roofing product manufacturers to roofing contractors and homebuilders. Each branch carries a complete line of roofing products for residential and commercial roofing, including composition asphalt shingles, underlayment, and associated ancillary products. For more information, please visit http://www.roofingsupplygroup.com .

About The Sterling GroupFounded in 1982, The Sterling Group is a private equity investment firm that targets controlling interests in basic manufacturing, distribution and industrial services companies. Typical enterprise values of these companies range from $100 million to $500 million. Sterling has sponsored the buyout of 41 platform companies and numerous add-on acquisitions for a total transaction value of approximately $9.5 billion. Currently, Sterling has $1.2 billion of committed capital under management through three funds. Current portfolio companies include North American Energy Partners, CST Industries, Roofing Supply Group, Universal Fiber Systems, Velcon Filters, Express, B&G Crane, Saxco International, Stackpole International and Liqui-Box. For more information, please visit www.sterling-group.com .

About Clayton, Dubilier & Rice, LLCFounded in 1978, Clayton, Dubilier & Rice is a private equity firm that has managed the investment of approximately $17 billion in 51 U.S. and European businesses. These investments represent an aggregate transaction value of over $80 billion and include leading distributors, such as Diversey, HGI Holdings, Sally Beauty, US Foods, Univar and VWR International, as well as building products businesses, such as HD Supply, NCI Building Systems, Atkore International, Rexel and WESCO. For more information, please visit www.cdr-inc.com .

SOURCE Roofing Supply Group, LLC

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