TPG in a "Clean Out" Secondary Block Trade of Armstrong Common Shares

March 10, 2014

Cleary Gottlieb represented Armor TPG Holdings, L.P. in a secondary block trade of common shares of Armstrong World Industries, Inc. (“Armstrong”) held by TPG and The Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust (the “Trust”). TPG and the Trust together sold an aggregate of 3,900,000 common shares to Morgan Stanley & Co. LLC, the sole underwriter of the offering, at a price to the public of $54.25 per share.

Cleary Gottlieb was counsel to TPG in its initial purchase of Armstrong’s common shares in August 2009, and advised TPG in three secondary offerings in 2012 and 2013. Following the completion of this offering, TPG will no longer hold any of Armstrong’s common shares. The offering priced on March 4 and closed on March 10.

Armstrong is a global leader in the design and manufacture of flooring products and ceiling systems. Based in Lancaster, PA., Armstrong operates 35 manufacturing plants in eight countries, including 20 plants located throughout the United States.