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Press Release

GMS Announces Upsizing and Pricing of Secondary Public Offering of Common Stock

Company Release - 2/22/2017 7:55 PM ET

TUCKER, Ga.--(BUSINESS WIRE)-- GMS Inc. (NYSE:GMS) (the “Company”), a leading North American distributor of gypsum wallboard and suspended ceiling systems, announced today the pricing of an underwritten secondary public offering of 6,950,000 shares of common stock by certain of the Company’s existing stockholders, including certain affiliates of AEA Investors LP (collectively, the “Selling Stockholders”), at a public offering price of $29.25 per share. The offering includes an increase of 950,000 shares offered by the Selling Stockholders from the amount of shares previously announced. Additionally, in connection with the offering, the Selling Stockholders have granted to the underwriters a 30-day option to purchase up to 1,042,500 additional shares of common stock, which includes an increase of 142,500 shares from the amount of shares previously announced. The offering is expected to close on February 28, 2017, subject to the satisfaction of customary closing conditions.

The Company is not selling any shares in this offering and will not receive any proceeds from the sale of shares being sold by the Selling Stockholders in this offering.

Barclays Capital Inc., Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC are acting as representatives of the underwriters and joint book-running managers for the offering. Robert W. Baird & Co. Incorporated and SunTrust Robinson Humphrey, Inc. are acting as additional joint book-running managers for the offering. Raymond James & Associates, Inc., Stephens Inc. and Wells Fargo Securities are acting as co-managers for the offering. The offering of these securities is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (888) 603-5847 or by email at barclaysprospectus@broadridge.com; Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010, by telephone at (800) 221-1037 or by email at newyork.prospectus@credit-suisse.com; or RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, by telephone at (877) 822-4089 or by email at equityprospectus@rbccm.com.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on February 22, 2017. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About GMS:

Founded in 1971, GMS operates a network of more than 200 distribution centers across the United States. GMS’s extensive product offering of wallboard, suspended ceilings systems and complementary interior construction products is designed to provide a comprehensive one-stop-shop for our core customer, the interior contractor who installs these products in commercial and residential buildings.

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Source: GMS Inc.