Carlisle Companies Incorporated filed SEC Form 8-K: Entry into a Material Definitive Agreement
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
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 20, 2025, Carlisle Companies Incorporated (the “Company”) completed a public offering of $500 million aggregate principal amount of its 5.250% notes due 2035 (the “2035 Notes”) and $500 million aggregate principal amount of its 5.550% notes due 2040 (the “2040 Notes” and, together with the 2035 Notes, the “Notes”).
The Notes are governed by the Indenture, dated January 15, 1997 (as heretofore supplemented and amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association, as successor to State Street Bank and Trust Company, as successor to Fleet National Bank), as trustee.
Interest on the Notes is payable semi-annually on March 15 and September 15 of each year, commencing March 15, 2026, to holders of record on the preceding February 28 or August 31, as the case may be. The 2035 Notes will mature on September 15, 2035 and the 2040 Notes will mature on September 15, 2040. The Notes are the Company’s senior unsecured obligations and will rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness.
The Notes contain customary negative restrictions for notes of this type, such as limitations on the Company’s ability to incur secured debt or enter into sale and leaseback transactions.
At any time prior to June 15, 2035, in the case of the 2035 Notes, and June 15, 2040, in the case of the 2040 Notes (three months prior to maturity of the 2035 Notes and the 2040 Notes, respectively), the Company may redeem the Notes at the make whole price set forth in the Indenture, plus accrued and unpaid interest to the redemption date.
At any time on or after June 15, 2035, in the case of the 2035 Notes, and June 15, 2040, in the case of the 2040 Notes (three months prior to maturity of the 2035 Notes and the 2040 Notes, respectively), the Company may redeem the Notes at par, plus accrued and unpaid interest through the redemption date.
The offering of the Notes was made pursuant to a Prospectus Supplement, dated August 13, 2025 and filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2025, and the Base Prospectus, dated March 15, 2024, filed as part of the automatic shelf registration statement (File No. 333- 277985) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on March 15, 2024.
The foregoing description of the terms of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements. The form of 2035 Notes and the form of 2040 Notes are attached hereto as Exhibits 4.2 and 4.3, respectively, and are incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 is incorporated herein by reference.
| Item 8.01 | Other Events. |
On August 13, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) and related Pricing Agreement (the “Pricing Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Truist Securities, Inc., as representatives of the underwriters named therein (the “Underwriters”), with respect to the Notes. The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company and the Underwriters.
The foregoing description of the Underwriting Agreement and the 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 |
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/ Kevin P. Zdimal | |||||
| Name: | Kevin P. Zdimal | |||||
| Title: | Vice President and Chief Financial Officer | |||||
| Date: August 20, 2025 | ||||||