Form 8-K - Current report

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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

 _____________________________________________________ 

Date of Report (Date of earliest event reported): December 18, 2024

www.carlisle.com 

 

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

001-09278

31-1168055

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(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:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, $1 par value

CSL

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.

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Item 2.01.    Completion of Acquisition or Disposition of Assets.

On December 18, 2024, Carlisle Companies Incorporated, a Delaware corporation (the “Company”), completed the transaction contemplated by the Securities Purchase Agreement, dated as of October 17, 2024 (the “Agreement”), by and between the Company, PFB Intermediate, LLC, a Delaware limited liability company (the “Seller”), 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.

Pursuant to the Agreement, the Company acquired from the Seller all of the equity interests of PFB in exchange for cash consideration in the amount of $259,547,682, 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 October 18, 2024 with the U.S. Securities and Exchange Commission.

Item 7.01.    Regulation FD Disclosure.

On December 18, 2024, the Company issued a press release announcing the closing of the transaction contemplated by the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (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  

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 (incorporated by reference to Exhibit 2.1 to Carlisle Companies Incorporated’s Current Report on Form 8-K filed October 18, 2024 (File No. 001-09278))

99.1

Press release of Carlisle Companies Incorporated, dated December 18, 2024

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 U.S. Securities and Exchange Commission upon request.

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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:			December 18, 2024			By:			/s/ Kevin P. Zdimal
									Kevin P. Zdimal
									Vice President and Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

12/18/24

Carlisle Companies Completes Purchase of Plasti-Fab

SCOTTSDALE, ARIZONA, December 18, 2024 - Carlisle Companies Incorporated (NYSE: CSL) today announced that it has completed the previously announced purchase of the expanded polystyrene “EPS” insulation segment of PFB Holdco, Inc., a portfolio company of The Riverside Company, composed of the Plasti-Fab and Insulspan brands (collectively referred to as “Plasti-Fab”) for $259.5 million in cash.

Plasti-Fab, headquartered in Calgary, Alberta, is a leading vertically integrated provider of EPS insulation products in Canada and the Midwestern United States with eight manufacturing locations across Canada and three in the United States serving the commercial, residential, and infrastructure construction markets.

The acquisition of Plasti-Fab is consistent with Carlisle’s Vision 2030 strategy, leveraging Carlisle’s mergers and acquisitions “M&A” engine and fulfilling its four core M&A tenets including an embedded organic growth story, identified hard cost synergies, a strong and experienced management team, and an ability to drive integration success utilizing the Carlisle M&A playbook.

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 (“CCM”) and Carlisle Weatherproofing Technologies (“CWT”) – 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. Leveraging its culture of continuous improvement as embodied in the Carlisle Operating System (“COS”), Carlisle has committed to achieving net-zero greenhouse gas emissions by 2050.

Contact:     Mehul Patel

        Vice President, Investor Relations

        Carlisle Companies Incorporated

        [phone]

[e-mail]

Cover Page Statement	Dec. 18, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 18, 2024
Entity Registrant Name	CARLISLE COMPANIES INCORPORATED
Entity Incorporation, State or Country Code	DE
Entity File Number	001-09278
Entity Tax Identification Number	31-1168055
City Area Code	480
Local Phone Number	781-5000
Entity Address, Address Line One	16430 North Scottsdale Road
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85254
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000790051
Amendment Flag	false
Common stock, $1 par value
Entity Information [Line Items]
Title of 12(b) Security	Common stock, $1 par value
Trading Symbol	CSL
Security Exchange Name	NYSE

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