Carlisle Incorporated : Presentation PDF 1.27 MB

Carlisle to Acquire Henry Company

A Best-in-Class Provider of Building Envelope Systems

July 19, 2021

Forward-looking statements

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use words such as "expect," "foresee," "anticipate," "believe," "project," "should," "estimate," "will," "plans," "forecast," and similar expressions, and reflect our expectations concerning the future. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements, due to a variety of factors such as: increasing price and product/service competition by foreign and domestic competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; our mix of products/services; increases in raw material costs which cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental and industry regulations; threats associated with and efforts to combat terrorism; protection and validity of patent and other intellectual property rights; the successful integration and identification of our strategic acquisitions; the cyclical nature of our businesses; and the outcome of pending and future litigation and governmental proceedings. In addition, such statements could be affected by general industry and market conditions and growth rates, the condition of the financial and credit markets, and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. Further, any conflict in the international arena may adversely affect general market conditions and our future performance. This presentation also contains forward-looking statements with respect to the acquisition of Henry and the anticipated timing meet or of the closing of the transaction. These statements represent only Carlisle's current belief regarding future events, many of which, by their nature, are inherently uncertain and outside of Carlisle's control. Actual results could differ materially from those reflected in this presentation for various reasons, including the failure of the parties to meet or waive closing conditions and the failure to receive required regulatory approvals. We refer you to the documents we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statement.

Non-GAAP financial measures

Our management uses non-GAAP financial measures in assessing and evaluating performance. We believe the use of such financial measures and information may be useful to investors. EBITDA is not considered to be a measure of financial performance in accordance with generally accepted accounting principles ("GAAP"). Transaction EBITDA represents an estimate of Henry's annual net income adjusted to exclude interest expense (net of interest income), income taxes, depreciation and amortization, as well as other adjustments related to certain income, costs and expenses, including adjustments to annualize amounts related to recent Henry acquisitions. In addition, this presentation includes a non-GAAP measure of the expected accretive impact of the acquisition to the Company's EPS, based on internal projections of the incremental net income generated by the acquired business in the first fiscal year post-acquisition.Non-GAAP financial measures should be read in conjunction with the GAAP financial measures, as non-GAAP measures are a supplement to, and not a replacement for, GAAP financial measures. Please refer to the appendix (slide 11) for a reconciliation of non-GAAP financial measures to the related GAAP financial measures.

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Vision 2025 - Carlisle's Building Envelope Expansion

Carlisle Augmenting/Adding Several		Carlisle's Energy Efficiency-Enhancing Building Envelope
Solutions with Henry Acquisition*		Solutions Set

• Residential Weather Barrier Systems
• Liquid Applied Roofing (LAR)
• Commercial Air Barrier Systems
• Underlayments
• Commercial Waterproofing
• Roof Mastics

*not a comprehensive list of Henry offerings

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Carlisle to Acquire Henry Company

Consistent with Strategy to Diversify into a Broader Building Products Platform

• Acquisition of a best-in-class provider of Building Envelope Systems (BES) that control the flow of water, vapor, air and energy in a building to minimize air, water and energy loss
• Proven track record of high single-digitrevenue growth (7.5% CAGR between 2015 and 2020)
• Diverse and well-balancedportfolio of products for new construction and repairs & restoration with a national presence
• Complementary solutions that strengthen CCM's positioning in integrated Building Envelope Solutions that improve energy efficiency
• Meaningful cost synergies of $30M (or 7% of sales) expected by 2025
• Immediately accretive to Carlisle's growth outlook, EBITDA margin, and adds $1.25+ of adj. EPS in 2022
• Transaction accelerates execution of Vision 2025

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Transaction Overview

	• Enterprise Value of $1.575B; implied multiple of 10.5x Adj. EBITDA including $30M run-rate synergies
Financial Parameters	• LTM (ending 5/31/21) revenue of $511M and adj. EBITDA of $119M (or 23% margin)
	• Transaction will be financed with cash and debt
	• Immediately accretive to Carlisle's EBITDA margins, and adj. EPS in 2022
Key Impacts
	• Expect to maintain current investment grade credit ratings
	• Closing expected in Q3 2021, subject to customary closing conditions
Execution
	• Continuity of leadership and similarity of cultures support smooth integration

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