CARLISLE COMPANIES INC : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 14, 2023, Carlisle Companies Incorporated, a Delaware corporation (the
"Company"), and certain direct and indirect wholly-owned subsidiaries of the
Company (each of the Company and such direct and indirect wholly-owned
subsidiaries of the Company, a "Seller" and, collectively, the "Sellers"), and
LSF12 Donnelly Bidco, LLC, a Delaware limited liability company and an affiliate
of Lone Star Funds ("Buyer"), entered into an Equity Purchase Agreement (the
"Agreement"), pursuant to which Sellers agreed to sell to Buyer, and Buyer
agreed to purchase from Sellers, equity interests comprising the Company's
Carlisle Fluid Technologies business segment (the "Acquired Business") in
exchange for cash consideration in the amount of $520 million, subject to
certain customary purchase price adjustments.

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.

The Closing is expected to occur in the third quarter of 2023. The Agreement
provides that, upon Sellers' termination of the Agreement under certain
conditions, Buyer will be required to pay to Sellers a customary termination
fee. An investment fund affiliated with Buyer has provided a limited guaranty in
favor of Sellers, guaranteeing the obligations of Buyer to pay the 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 the Agreement should be read in conjunction
with the disclosures in the Company's periodic reports and other filings with
the Securities and Exchange Commission.

Buyer has obtained a debt financing commitment from certain lenders and an
equity financing commitment from an investment fund affiliated with Buyer for
the transactions contemplated by the Agreement, on terms and conditions set
forth in a debt commitment letter and in an equity commitment letter,
respectively. The aggregate proceeds of the equity financing and debt financing
are expected to be sufficient for Buyer to pay the cash purchase price 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.

A copy of the Agreement has been filed as Exhibit 2.1 to this Current Report on
Form 8-K and is incorporated herein by reference. The foregoing description of
the Agreement is qualified in its entirety by reference to the full text of such
agreement.

The Seller parties to the Agreement are the Company, Carlisle Intermediate
Holdings, Inc., a Delaware corporation, Carlisle, LLC, a Delaware limited
liability company, Carlisle International, LLC, a Delaware limited liability
company, Carlisle International Holdings Ltd, a private limited company
incorporated in England and Wales, Carlisle Global II Limited, a private limited
company incorporated in England and Wales, and Carlisle Holdings GmbH, a Germany
limited liability company.

This Current Report on 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 this Current Report on 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 Buyer to obtain its
expected financing. The Company disclaims any obligation to update
forward-looking statements except as required by law.


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Item 7.01. Regulation FD Disclosure.

On June 15, 2023, the Company issued a press release announcing the execution of
the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.

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                                             Exhibit Title
             2.1*                    Equity Purchase Agreement, dated June

14, 2023, by and among Carlisle

                                     Companies Incorporated, Carlisle 

Intermediate Holdings, Inc., Carlisle,

                                     LLC, Carlisle International, LLC, 

Carlisle International Holdings Ltd,

                                     Carlisle Global II Limited, Carlisle 

Holdings GmbH and LSF12 Donnelly

                                     Bidco, LLC.
             99.1                    Press release of Carlisle Companies 

Incorporated dated June 15, 2023.

              104                    Cover page interactive data file 

(formatted in inline XBRL).

* 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 Securities and Exchange Commission upon request.

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