CARLISLE COMPANIES INCORPORATED Item 1.01. Entry into a Material Definitive Agreement.
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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 material compliance by the parties with their respective obligations under the Agreement that must complied with by them at or prior to the Closing.
At the Closing, in accordance with the terms of the Agreement,
The Closing is expected to occur within the third quarter of 2021. The Agreement provides that, upon Sellers' termination of the Agreement under certain conditions, Buyers will be required to pay to Sellers a customary termination fee.
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 applicable to
investors. Accordingly, the Agreement is included with this filing only to
provide investors with information regarding the terms of the 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
Buyers have obtained a debt financing commitment for the transactions contemplated by the Agreement, the aggregate proceeds of which are expected to be sufficient for Buyers to pay the cash purchase price, the Earn-Out Payment, and all related fees and expenses. The obligations of the lenders to provide debt financing under the debt financing commitment are subject to a number of customary conditions.
Copies of the Agreement and the Form of Trademark License Agreement have been filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Agreement and the Trademark License Agreement are qualified in their entirety by reference to the full text of such agreements.
The Seller parties to the Agreement are:
This Form 8-K contains forward-looking statements, including those with respect to the sale of the Acquired Business 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, failure to receive required regulatory approvals, and the failure of the Buyers to obtain their expected financing. The Company disclaims any obligation to update forward-looking statements except as required by law.
Item 7.01. Regulation FD Disclosure.
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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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Equity and Asset Purchase Agreement, dated May 24, 2021 , by and
among Carlisle Fluid Technologies, Inc. , Carlisle Global II
Limited, Carlisle Industrial Brake & Friction, Inc. , Carlisle
International B.V ., Carlisle Asia Pacific Ltd. , Carlisle
Intangible, LLC, Carlisle, LLC, Engineered Components and Systems,
LLC , CMBF, LLC , Power-Packer Europa B.V ., Power Packer North
America, Inc. , EC&S Holdings Hong Kong Limited and BRWS Parent LLC
(solely for purposes of Section 8.3 thereto)
10.1 Form of Trademark License Agreement between Carlisle Intangible
Company, LLC and Engineered Components and Systems, LLC
99.1 Press Release of Carlisle Companies Incorporated , dated May 25,
2021
Cover Page Interactive Data File (embedded within the Inline XBRL
104 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
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