Carlisle Companies Incorporated · NYSE:CSL
Carlisle Companies — Merger or Acquisition (July 2021)
11 slides from Carlisle Companies's merger presentation, Jul 19, 2021
Slide 1: Carlisle to Acquire Henry Company
Carlisle to Acquire Henry Company A Best-in-Class Provider of Building Envelope Systems July 19, 2021
Slide 2: Forward-looking statements
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,” “
Slide 3: Vision 2025 - Carlisle's Building Envelope Expansion
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 • Und
Slide 4: Carlisle to Acquire Henry Company
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 •
Slide 5: Transaction Overview
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
Slide 6: Overview of Henry
Overview of Henry Uniquely Diverse Revenue Mix • A best-in-class provider of Building Envelope Systems (BES) • 80+ year history of well-recognized and trusted brands New Commercial Residential Repairs & Construction 43% 57% Restoration • Offers a broad and complementary assortment of premium product
Slide 7: Industry Leading Innovation Enhances Combined Value Proposition and Drives Superior Growth
Industry Leading Innovation Enhances Combined Value Proposition and Drives Superior Growth • Highly complementary culture fit with CCM with shared Product Vitality focus on: 21% of 2020A revenue from new product launches o Innovation o Customer satisfaction / relationship channel 21 % o Ease and spe
Slide 8: CCM is Well-Positioned to Benefit from Secular Tailwinds in the Building Products Industry
CCM is Well-Positioned to Benefit from Secular Tailwinds in the Building Products Industry Key Secular Tailwinds Henry’s Complementary Solutions >50% of revenue is from products designed to Energy Efficiency improve energy efficiency Efforts to reduce building emissions, increasing regulations and
Slide 9: Pro Forma Impact On Carlisle
Pro Forma Impact On Carlisle Balance Sheet Financial Profile • Cash on hand of $767M as of 31-Mar-2021 • Sustainable MSD organic growth in line with CCM / CSL long-term target • $1B available on revolver • Immediately accretive to total Carlisle’s and • Expect to maintain current investment grade CC
Slide 10: Transaction Accelerates Execution of Vision 2025
Transaction Accelerates Execution of Vision 2025 Our Identity & Goals + How We Create Value = Vision 2025 Organic Growth Carlisle Strategic Operating System M&A Returns $15+ Driven Earnings Exceptional Opportunistic per Share Share Talent Repurchases Margin Improvement 10
Slide 11: GAAP to Non-GAAP Reconciliation
GAAP to Non-GAAP Reconciliation Transaction EBITDA and EBITDA Margin EPS Accretion Purchase Price Multiple (1) (in millions) LTM 5/31/21 (in millions except per share amounts) Year 1 (in millions except for ratios) Estimated Henry revenue (GAAP) $ 507 Expected net income (GAAP) $ 12 Purchase Price $
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