TPG in Two Secondary Block Trades of Armstrong Common Shares

Cleary Gottlieb represented Armor TPG Holdings, L.P. (“TPG”) in two secondary block trades of common shares of Armstrong World Industries, Inc. held by TPG and The Armstrong World Industries Asbestos Personal Injury Settlement Trust.

In September 2013, TPG and the Trust together sold an aggregate of 12,057,382 common shares to Deutsche Bank Securities Inc., the sole underwriter of the offering, of which 7,000,000 shares were offered to the public at $51.75 per share. The remaining 5,057,382 shares were purchased by Armstrong from the underwriter at $51.41 per share, which equaled the purchase price paid by the underwriter to the selling shareholders. The offering priced on September 10 and closed on September 13.

In November 2013, TPG and the Trust together sold an aggregate of 6,000,000 common shares to Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., the joint book-running managers of the offering, at $50.67 per share, which were then offered to the public at variable prices. The offering priced on November 6 and closed on November 13.

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.