UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
www.carlisle.com
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer
Identification No.) |
(Address of principal executive office, including zip code)
(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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| 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 each exchange on which registered | ||
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 8.01. | Other Events. |
On September 14, 2021, Carlisle Companies Incorporated (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) and related Pricing Agreement (the “Pricing Agreement”), each dated September 14, 2021, among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), in connection with the Company’s public offering of $300 aggregate principal amount of its 0.550% senior notes due 2023 and $550 million in aggregate principal amount of its 2.200% senior notes due 2032 (collectively, the “Notes”). The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company and the Underwriters, as well as termination and other customary provisions.
The offering of the Notes was made pursuant to a Prospectus Supplement, dated September 14, 2021 and filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2021, and the Base Prospectus, dated November 6, 2020, filed as part of the automatic shelf registration statement (File No. 333-249903) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on November 6, 2020.
The Company expects the offering to close on September 28, 2021, subject to customary closing conditions. The Company intends to use the net proceeds from the offering of the Notes to repay $650 million of outstanding indebtedness under its credit facility, which it incurred to fund a portion of the consideration paid in connection with the Company’s previously announced acquisition of Henry Company and pay acquisition-related fees and expenses, with the remainder to be used for general corporate purposes.
The foregoing summary of the Underwriting Agreement and related Pricing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements. The Underwriting Agreement and related Pricing Agreement are attached hereto as Exhibit 1.1 and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Exhibit Title | |
| 1.1 | Underwriting Agreement (including the Pricing Agreement as Annex I thereto), dated September 14, 2021. | |
| 104 | Cover page interactive data file (formatted in inline XBRL). |
SIGNATURES
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 | ||
| By: | /s/ Robert M. Roche | |
| Name: | Robert M. Roche | |
| Title: | Vice President and Chief Financial Officer | |
| Date: September 16, 2021 | ||