Carlisle Companies Inc 8-K, filed Sep 1, 2021
Carlisle Companies Inc (CSL)
8-K
2021-09-01
For: 2021-09-01
View Original
Added on
April 11, 2026
About this 8-K
Carlisle Companies Inc filed this 8-K on September 1, 2021.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________
FORM 8-K
_____________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 1, 2021
www.carlisle.com
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive office, including zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
| n/a | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 1, 2021, Carlisle Companies Incorporated, a Delaware corporation (the “Company”), ASP Henry Holdings, Inc., a Delaware corporation and a portfolio company of affiliated funds managed by American Securities LLC (“Henry”), ASP Henry Investco LP, a Delaware limited partnership, solely in its capacity as the representative of all of the equityholders of Henry, and Aaron Merger Sub, Inc., a Delaware corporation and wholly-owned indirect subsidiary of the Company (“Merger Sub”), completed the transaction contemplated by the Agreement and Plan of Merger, dated as of July 18, 2021 (the “Merger Agreement”).
Pursuant to the Merger Agreement, the Company acquired Henry through a merger of Merger Sub with and into Henry (the “Merger”), with Henry surviving the Merger as a wholly-owned indirect subsidiary of the Company. Upon the closing of the Merger, the Company paid Henry’s equityholders an aggregate of $1.575 billion in cash, subject to certain customary adjustments (the “Merger Consideration”). The adjustments to the Merger Consideration included, among others, (i) a working capital adjustment, (ii) an upward adjustment for any cash and cash equivalents held by Henry at the Closing, and (iii) a downward adjustment for the aggregate amount of Henry’s indebtedness, certain expenses related to the transaction and other related fees and expenses.
The material terms of the Merger Agreement were previously reported in Item 1.01 of the Current Report on Form 8-K filed on July 20, 2021 with the United States Securities and Exchange Commission and are incorporated herein by reference. The description of the Merger Agreement included or incorporated by reference in this Current Report on Form 8-K (this “Report”) is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Report and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On September 1, 2021, the Company announced the closing of the transaction contemplated by the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Title | |||||||
2.1* | Agreement and Plan of Merger, dated as of July 18, 2021, by and among Carlisle Companies Incorporated, ASP Henry Holdings, Inc., ASP Henry Investco LP and Aaron Merger Sub, Inc. | |||||||
Press Release of Carlisle Companies Incorporated, dated September 1, 2021 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
*Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARLISLE COMPANIES INCORPORATED | |||||||||||
| Date: | September 1, 2021 | By: | /s/ Robert M. Roche | ||||||||
| Robert M. Roche | |||||||||||
| Vice President and Chief Financial Officer | |||||||||||
Exhibit 99.1
| PRESS RELEASE |  | ||||
9/1/21
Carlisle Companies Completes Purchase of Henry Company
SCOTTSDALE, ARIZONA, September 1, 2021 - Carlisle Companies Incorporated (NYSE:CSL) today announced that it has successfully completed the previously announced purchase of Henry Company from affiliates of American Securities LLC for $1.575 billion in cash.
Henry is widely recognized as a best-in-class provider of building envelope systems that control the flow of water, vapor, air and energy in a building. Serving a range of customers across both new construction and repair & restoration projects within the residential, light commercial, and commercial end-markets, Henry’s complementary solutions strengthen the positioning of Carlisle’s Construction Materials (CCM) business in integrated building envelope solutions that reduce installation times and improve energy efficiency.
The acquisition of Henry and recent divestiture of Brake & Friction are consistent with Carlisle’s Vision 2025 strategy to streamline the portfolio with a focus on investing in high returning assets and generate in excess of $15 of earnings per share.
About Carlisle Companies Incorporated
Carlisle Companies Incorporated is a leading supplier of innovative Building Envelope products and energy-efficient solutions for customers creating sustainable buildings of the future. Through its Construction Materials (CCM) business and family of leading brands, Carlisle delivers innovative, labor-reducing and environmentally responsible products and solutions to customers across the planet through the Carlisle Experience. Over the life of a building, Carlisle’s products help drive lower GHG emissions, improve energy savings for building owners and operators, and increase a building’s resiliency to the elements. Driven by our strategic plan, Vision 2025, Carlisle is committed to generating superior shareholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases. Carlisle also is a leading provider of products to the Aerospace, Medical Technologies and General Industrial markets through its Interconnect Technologies (CIT) and Fluid Technologies (CFT) business segments. Carlisle is headquartered in Scottsdale, Arizona and generated $4.2 billion in revenues in 2020. Learn more about Carlisle at www.carlisle.com.
Contact: Jim Giannakouros, CFA
Vice President of Investor Relations
Carlisle Companies Incorporated
(480) 781-5135
jgiannakouros@carlisle.com