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): May 21, 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.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 21, 2024, Carlisle Companies Incorporated (the “Company”) and Amphenol Corporation (“Buyer”) completed the transaction contemplated by the Stock Purchase Agreement, dated as of January 30, 2024 (the “Agreement”).
Pursuant to the Agreement, the Company sold to Buyer, and Buyer purchased from the Company and certain of its subsidiaries, all of the equity interests of certain direct and indirect wholly-owned subsidiaries of the Company comprising the Company’s Carlisle Interconnect Technologies business segment in exchange for cash consideration in the amount of $2.025 billion, 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 January 30, 2024 with the U.S. Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
On May 21, 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 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* | Stock Purchase Agreement, dated as of January 30, 2024, by and between Carlisle Companies Incorporated and Amphenol Corporation (incorporated by reference to Exhibit 2.1 to Carlisle Companies Incorporated’s Current Report on Form 8-K filed January 30, 2024 (File No. 001-09278)). | |||||||
| Press release of Carlisle Companies Incorporated dated May 21, 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 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: | May 21, 2024 | By: | /s/ Kevin P. Zdimal | ||||||||
| Kevin P. Zdimal | |||||||||||
| Vice President and Chief Financial Officer | |||||||||||