Clayton, Dubilier & Rice Acquires Leading U.S. Roofing
Material Distributor, Roofing Supply Group

NEW YORK - May 31, 2012 - Clayton, Dubilier & Rice, LLC (“CD&R”) and Roofing Supply Group (“RSG” or the “Company”) today announced that funds managed by CD&R have acquired RSG, a leading distributor of residential and non-residential roofing materials in the U.S., from The Sterling Group. Terms were not disclosed.

RSG provides a complete offering of roofing materials for residential and commercial applications, including composition asphalt shingles, underlayment, and associated ancillary products, as well as 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 United States.

“RSG is a well-positioned business in a very attractive industry that has built strong customer relationships over time based on superior service and reliability,” said Nathan K. Sleeper, a Partner at CD&R. “We look forward to partnering with RSG’s exceptional management team to continue to grow the business, strengthen its market presence and enhance its industry-leading operating capabilities.”

“We are proud of the success we have achieved with The Sterling Group,” said Mike Farrell, President and CEO of RSG. “Looking ahead, we see many opportunities to further strengthen our industry leadership and welcome CD&R’s support as we move the company forward to the next level of profitable growth.”

Philip W. Knisely, a CD&R operating advisor, has assumed the Chairman role at RSG. Mr. Knisely is currently Chairman of Atkore International, a leading manufacturer of electrical and metal products, and prior to that was Executive Vice President and Corporate Officer of Danaher Corporation.

Financing for the transaction was obtained from Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Credit Suisse, UBS Investment Bank and Citigroup. 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.


Clayton, Dubilier & Rice Acquires Leading U.S. Roofing
Material Distributor, Roofing Supply Group

NEW YORK - May 31, 2012 - Clayton, Dubilier & Rice, LLC (“CD&R”) and Roofing Supply Group (“RSG” or the “Company”) today announced that funds managed by CD&R have acquired RSG, a leading distributor of residential and non-residential roofing materials in the U.S., from The Sterling Group. Terms were not disclosed.

RSG provides a complete offering of roofing materials for residential and commercial applications, including composition asphalt shingles, underlayment, and associated ancillary products, as well as 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 United States.

“RSG is a well-positioned business in a very attractive industry that has built strong customer relationships over time based on superior service and reliability,” said Nathan K. Sleeper, a Partner at CD&R. “We look forward to partnering with RSG’s exceptional management team to continue to grow the business, strengthen its market presence and enhance its industry-leading operating capabilities.”

“We are proud of the success we have achieved with The Sterling Group,” said Mike Farrell, President and CEO of RSG. “Looking ahead, we see many opportunities to further strengthen our industry leadership and welcome CD&R’s support as we move the company forward to the next level of profitable growth.”

Philip W. Knisely, a CD&R operating advisor, has assumed the Chairman role at RSG. Mr. Knisely is currently Chairman of Atkore International, a leading manufacturer of electrical and metal products, and prior to that was Executive Vice President and Corporate Officer of Danaher Corporation.

Financing for the transaction was obtained from Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Credit Suisse, UBS Investment Bank and Citigroup. 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.