Current Report Filing (8-k)
29 February 2020 - 8:08AM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 28, 2020
www.carlisle.com
CARLISLE COMPANIES INCORPORATED
(Exact
name of registrant as specified in its charter)
Delaware
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1-9278
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31-1168055
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(State or other
jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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16430 North Scottsdale Road, Suite 400
Scottsdale, Arizona
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85254
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(Address
of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (480)
781-5000
N/A
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common stock, $1 par value
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CSL
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New York Stock Exchange
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Preferred Stock Purchase Rights, $1 par value
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n/a
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New York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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¨
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Emerging
growth company
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If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 1.01
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Entry into a Material Definitive Agreement.
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On February 28, 2020, Carlisle Companies
Incorporated (the “Company”) closed its previously announced public offering of $750,000,000 aggregate principal amount
of 2.750% senior notes due 2030 (the “Notes”).
The Notes are governed by the Base Indenture,
dated January 15, 1997 (the “Base Indenture”), as supplemented by the Fourth Supplemental Indenture, dated February
28, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between
the Company and 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 semiannually
on March 1 and September 1 of each year, commencing September 1, 2020, to holders of record on the preceding February 15 or August
15, as the case may be. The Notes will mature on March 1, 2030. 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 our ability to incur secured debt or enter into sale and leaseback transactions.
We may redeem the Notes at any time prior to December 1, 2029 at the make whole price set forth in the Indenture, plus accrued
and unpaid interest to the redemption date. On or after December 1, 2029, we may redeem the Notes at par, plus accrued and unpaid
interest to the redemption date.
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 Supplemental Indenture and the Notes are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated
herein by reference.
Item 2.03.
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Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information contained in Item 1.01 is incorporated herein
by reference.
On February 28, 2020, the Company issued
a notice for the redemption in full of all $250,000,000 aggregate principal amount of its outstanding 5.125% notes due 2020 (the
“2020 Notes”). The 2020 Notes will be redeemed on March 29, 2020 (the “Redemption Date”) at the redemption
price set forth in the succeeding paragraph (the “Redemption Price”).
The Redemption Price will equal the sum
of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes redeemed (exclusive of interest
accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined in the 2020 Notes) plus 35 basis points, together with any accrued and unpaid
interest to, but not including, the Redemption Date.
Item 9.01.
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Financial Statements and Exhibits.
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(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.
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CARLISLE COMPANIES INCORPORATED
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By:
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/s/ Robert M. Roche
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Name:
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Robert M. Roche
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Title:
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Vice President and Chief Financial Officer
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Date: February 28, 2020
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