Scottsdale, AZ. (July 22, 2021) – Carlisle Companies Incorporated (NYSE:CSL) today announced that it has entered into a definitive agreement to acquire Henry Company (“Henry”), a leading provider of building envelope systems, from affiliates of American Securities LLC, a leading U.S. private equity firm. Under the terms of the agreement, Carlisle will purchase Henry for $1.575 billion in cash. The purchase price represents 10.5x Henry’s adjusted EBITDA for the twelve months ending May 31, 2021, when including run-rate cost synergies.

Henry is widely recognized as a best-in-class provider of building envelope systems that control the flow of water, vapor, air and energy in a building. Its premium portfolio is comprised of a well-balanced assortment of complementary products boasting the strong and trusted Henry brands with more than 80 years of history. As a leading innovator in building envelope systems, Henry serves the full spectrum of customers across both new construction and repair & restoration projects within the residential, light commercial, and commercial end-markets. Henry generated revenue of $511 million and adjusted EBITDA of $119 million, representing an adjusted EBITDA margin of 23%, for the twelve months ending May 31, 2021.

• Acquisition of a best-in-class provider of Building Envelope Systems (BES) that control the flow of water, vapor, air and energy to optimize building sustainability
• Proven track record of high single-digit revenue growth (7% CAGR during 2015-2020)
• Diverse and well-balanced portfolio of products for new construction and repairs & restoration with a national presence
• Complementary solutions that strengthen Carlisle’s positioning in integrated Building Envelope Solutions that improve energy efficiency
• Meaningful cost synergies of $30 million (or 7% of sales) expected by 2025
• Immediately accretive to Carlisle’s growth outlook, EBITDA margin, and adds $1.25+ of adjusted EPS in 2022
• Transaction accelerates execution of Vision 2025

The acquisition is consistent with Carlisle’s Vision 2025 to simplify our portfolio and strategically build scale with synergistic acquisitions in order to achieve $15 of earnings per share. Henry augments CCM’s growth and innovation efforts in commercial construction and increases its presence in residential construction in North America. Henry’s complementary solutions strengthen CCM’s positioning in integrated building envelope solutions that reduce installation times and improve energy efficiency. Henry’s innovative culture aligns with that of CCM, enhancing the companies’ combined value proposition to drive superior growth.

Chris Koch, Chairman, President and Chief Executive Officer, said, “The acquisition of Henry, together with the announced divestiture of our Brake and Friction business in May, marks another meaningful evolution of our portfolio. These portfolio moves are consistent with our stated strategy to invest in CCM and diversify into a broader building products platform with a focus on the building envelope. More than half of Henry’s revenue is derived from products that improve energy efficiency, elevating Carlisle’s existing ESG narrative. By acquiring Henry and leveraging the Carlisle Experience across the business, I am confident that we will create significant value for all our stakeholders.”

Nick Shears, President of CCM, added “I am delighted to add Henry’s premium product portfolio, with its well-recognized and trusted brands with more than 80 years of history, to our existing portfolio. Henry accelerates our growth strategy and is highly complementary to our core CCM business as it expands our range of building envelope products into residential construction. The combination will benefit from strong secular tailwinds as demand for energy efficient building solutions continues to increase. In addition, we share a common focus on innovation, which has been core to both companies’ long-term success. We look forward to welcoming Henry’s talented team to Carlisle.”

The acquisition is expected to generate pre-tax cost synergies of approximately $30 million by 2025. Additional revenue synergies from cross-selling a broader product portfolio through Carlisle’s existing relationships and sales channels are also expected. The transaction is expected to be approximately $1.25+ accretive to adjusted EPS in the first full fiscal year.

The acquisition, which is subject to customary closing conditions, is expected to close in the third quarter of 2021.

For more information, please read the press release.