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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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): October 2, 2023
www.carlisle.com
CARLISLE COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-09278 |
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31-1168055 |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254
(Address of principal executive offices, including zip code)
480-781-5000
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Name of exchange on which registered |
| Common stock, $1 par value |
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CSL |
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New York Stock Exchange |
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).
☐ Emerging growth company
☐ 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 October 2, 2023, Carlisle Companies Incorporated, a Delaware corporation (the “Company”), and certain direct and indirect wholly-owned subsidiaries of the Company (each of the Company and such direct and indirect wholly-owned subsidiaries of the Company, a “Seller” and, collectively, the “Sellers”), and LSF12 Donnelly Bidco, LLC, a Delaware limited liability company and an affiliate of Lone Star Funds (“Buyer”), completed the transaction contemplated by the Equity Purchase Agreement, dated as of June 14, 2023 (the “Agreement”).
Pursuant to the Agreement, the Sellers sold to Buyer equity interests comprising the Company’s Carlisle Fluid Technologies business segment (the “Acquired Business”) in exchange for cash consideration in the amount of $520 million, subject to certain customary purchase price adjustments.
The material terms of the Agreement were previously reported in Item 1.01 of the Current Report on Form 8-K filed on June 16, 2023 with the United States Securities and Exchange Commission and are incorporated herein by reference. The description of the 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 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 October 2, 2023, the Company announced the closing of the transaction contemplated by the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Report.
The information in this Item 7.01 of this Report, 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
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Exhibit
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Exhibit Title |
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Equity Purchase Agreement, dated June 14, 2023, by and among Carlisle Companies Incorporated, Carlisle Intermediate Holdings, Inc., Carlisle, LLC, Carlisle International, LLC, Carlisle International Holdings Ltd, Carlisle Global II Limited, Carlisle Holdings GmbH and LSF12 Donnelly Bidco, LLC |
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Press release of Carlisle Companies Incorporated dated October 2, 2023. |
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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.
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CARLISLE COMPANIES INCORPORATED |
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| Date: |
October 2, 2023 |
By: |
/s/ Kevin P. Zdimal |
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Kevin P. Zdimal |
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Vice President and Chief Financial Officer |
EX-99.1
2
exhibit991-cslcompletessal.htm
EX-99.1
Document
10/2/23
Carlisle Companies Completes Sale of Carlisle Fluid Technologies
SCOTTSDALE, ARIZONA, October 2, 2023 - Carlisle Companies Incorporated (NYSE:CSL) today announced that it has completed the sale of Carlisle Fluid Technologies to an affiliate of Lone Star Funds.
About Carlisle Companies Incorporated
Carlisle Companies Incorporated is a leading supplier of innovative building envelope products and solutions for more energy efficient buildings. Through its building products businesses – Carlisle Construction Materials and Carlisle Weatherproofing Technologies – and family of leading brands, Carlisle delivers innovative, labor-reducing and environmentally responsible products and solutions to customers through the Carlisle Experience. 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 is also a leading provider of products to the aerospace and medical technologies markets through its Carlisle Interconnect Technologies business segment. Leveraging its culture of continuous improvement as embodied in the Carlisle Operating System, Carlisle has committed to achieving net-zero greenhouse gas emissions by 2050.
Contact: Mehul Patel
Vice President, Investor Relations
Carlisle Companies Incorporated
(310) 592-9668
mpatel@carlisle.com
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