Carlisle Companies Inc. Files 8-K with Material Agreement

TL;DR

Carlisle Companies Inc. signed a new material agreement on Oct 17, 2024. Details to follow.

AI Summary

On October 17, 2024, Carlisle Companies Inc. entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and headquartered in Scottsdale, Arizona.

Why It Matters

This 8-K filing indicates a significant new agreement for Carlisle Companies Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• CARLISLE COMPANIES INC (company) — Registrant
• October 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Scottsdale, Arizona (location) — Business address

FAQ

Key Financial Figures

• $1 — ange on which registered Common stock, $1 par value CSL New York Stock Exchange
• $259,547,682 m — for cash consideration in the amount of $259,547,682 million, subject to certain customary pur

Filing Documents

• csl-20241017.htm (8-K) — 34KB
• purchaseagreementbetweenca.htm (EX-2.1) — 727KB
• carlislecompaniestoacquire.htm (EX-99.1) — 13KB
• carlisle_masterlogoxrgb.jpg (GRAPHIC) — 134KB
• csl-20241017_g1.jpg (GRAPHIC) — 98KB
• 0000790051-24-000194.txt ( ) — 1468KB
• csl-20241017.xsd (EX-101.SCH) — 2KB
• csl-20241017_def.xml (EX-101.DEF) — 15KB
• csl-20241017_lab.xml (EX-101.LAB) — 27KB
• csl-20241017_pre.xml (EX-101.PRE) — 16KB
• csl-20241017_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 17, 2024, Carlisle Companies Incorporated, a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Agreement") with PFB Intermediate, LLC, a Delaware limited liability company (the "Seller"), and PFB Holdco, Inc., a Delaware corporation ("PFB"), and, solely for purposes of Section 6.6 of the Agreement, PFB Custom Homes Group, LLC, a Delaware limited liability company ("PFB Custom Homes" and, together with the Company, the Seller and PFB, the "Parties"), pursuant to which the Company agreed to acquire all of the equity interests of PFB in exchange for cash consideration in the amount of $259,547,682 million, subject to certain customary purchase price adjustments. The Agreement contains customary representations, warranties, covenants and agreements of the Parties. The closing of the transactions contemplated by the Agreement (the "Closing") is subject to conditions that include, among others, receipt of regulatory approvals, correctness of the representations and warranties of the Parties (subject to certain materiality standards set forth in the Agreement), and compliance in all material respects by the Parties with their respective obligations under the Agreement that must complied with by them at or prior to the Closing. The Closing is expected to occur in the fourth quarter of 2024. The representations, warranties, covenants and agreements set forth in the Agreement have been made only for the purposes of the Agreement and solely for the benefit of the Parties to the Agreement, may be subject to limitations agreed upon by the contracting Parties, including being qualified by confidential disclosures, may have been made for the purposes of allocating contractual risk between the Parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting Parties that differ from those appl

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 17, 2024, the Company issued a press release announcing the execution of the 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Title 2.1* Securities Purchase Agreement, dated as of October 17, 2024, by and between Carlisle Companies Incorporated, PFB Intermediate, LLC, PFB Holdco, LLC and PFB Custom Homes Group, LLC 99.1 Press release of Carlisle Companies Incorporated dated October 17, 2024. 104 Cover page interactive data file (formatted in inline XBRL). * 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: October 18, 2024 By: /s/ Kevin P. Zdimal Kevin P. Zdimal Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR