CSL Carlisle Companies Inc

On July 18, 2021, Carlisle Companies Incorporated, a Delaware corporation (the “Company”), ASP Henry Holdings, Inc., a Delaware corporation and a portfolio company of 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”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Company agreed to acquire 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. Pursuant to the Merger Agreement, the Company will pay Henry’s equityholders an aggregate of $1.575 billion in cash, subject to certain customary adjustments (the “Merger Consideration”), upon the closing of the Merger (the “Closing”). The adjustments to the Merger Consideration include, 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 Merger Agreement contains customary representations, warranties, covenants and agreements of the parties. 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 Merger Agreement) and material compliance by the parties with their respective obligations under the Merger Agreement that must be complied with by such party at or prior to the Closing. Subject to regulatory approvals, the Closing is expected to occur within the third quarter of 2021. The Agreement provides that, upon the termination of the Agreement under certain conditions, the Company will be required to pay to Henry or its designees a customary termination fee as set forth in the Merger Agreement.

The representations, warranties, covenants and agreements set forth in the Merger Agreement have been made only for the purposes of the Merger Agreement and solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures, may have been made for the purposes of allocating contractual risk between the parties to the Merger 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 applicable to investors. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.

A copy of the Merger Agreement has been filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement.

This Form 8-K contains forward-looking statements, including those with respect to the acquisition of Henry and the anticipated timing of the closing of the transaction. These statements are not historical facts, but instead represent only the Company’s current belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Actual results could differ materially from those reflected in the Form 8-K for various reasons, including the failure of the parties to meet or waive closing conditions and failure to receive required regulatory approvals. The Company disclaims any obligation to update forward-looking statements except as required by law.