CentroMotion entered into a definitive agreement to acquire Carlisle Brake & Friction, Inc. from Carlisle Companies Incorporated (NYSE:CSL) for approximately $380 million on May 24, 2021. The consideration of $375 million, including receipt of $250 million cash at closing, subject to certain adjustments, and the right to receive an additional post-closing cash payment of up to $125 million based on Carlisle Brake & Friction's achievement of certain adjusted EBITDA targets for calendar year 2021. CentroMotion 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. Carlisle Brake & Friction reported $275.3 million of revenue in 2020. CentroMotion shall pay to Carlisle, on behalf of the Sellers, a termination fee equal to $15,000,000. The transaction is subject to customary closing conditions, including regulatory clearances, and any applicable waiting period under the HSR Act (or similar non-U.S. Law) relating to the transactions contemplated by this Agreement shall have expired or been terminated. The transaction is expected to close in the third quarter of 2021.

Guggenheim Securities, LLC acted as financial advisor to Carlisle on this transaction. Brian Burke and Jonathan A. Van Horn of Dorsey & Whitney LLP acted as legal advisor to Carlisle Companies. Tony Lee and Kurt Beyer of Latham & Watkins LLP acted as legal advisor to One Rock Capital Partners. Rukshad Davar, Kritika Agarwal, Rukshad Davar and Ravishankar Raghavan of Majmudar & Partners acted as a legal advisor to Carlisle Companies Incorporated and One Rock Capital. JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor to CentroMotion in the transaction. Shearman & Sterling LLP acted as legal advisor to Carlisle Brake & Friction, Inc.

CentroMotion completed the acquisition of Carlisle Brake & Friction, Inc. from Carlisle Companies Incorporated (NYSE:CSL) for $645 million on August 2, 2021. Maurizio Maiano of Maiano Pisano & Partners acted as legal advisor to Carlisle Companies. Francesco Pisciotta of Baker & McKenzie LLP acted as the legal advisor to the Carlisle Companies Incorporated.