Carlisle Companies to Acquire MTL Holdings, a Leader in Edge Metal and Non-Insulated Architectural Wall Systems
March 18 2024 - 6:47PM
Business Wire
- Acquisition is consistent with Vision 2030 strategy to acquire
superior building envelope products and solutions within Carlisle’s
existing core
- MTL’s track record of above market growth for pre-fabricated
edge metal driven by the same strong trends seen in Carlisle’s
existing core businesses, and an unwavering commitment to the same
superior customer focus as found in the Carlisle Experience
- Meaningful cost synergies of $13 million expected within the
first three years
- A strong management team in place ready to continue MTL’s
momentum and help to drive future growth of Carlisle’s
architectural metals business
- Establishes Carlisle as an industry leader in the $4B
architectural metal segment, adding approximately $0.60 of adjusted
EPS in 2025
Carlisle Companies Incorporated (NYSE:CSL) today announced that
it has entered into a definitive agreement to acquire MTL Holdings
(“MTL”) from GreyLion Partners, a leading U.S. private equity firm.
MTL is a leading provider of pre-fabricated edge metal for
commercial roofing systems. Under the terms of the agreement,
Carlisle will purchase MTL for $410 million in cash. The purchase
price represents 8.7x on MTL’s adjusted EBITDA for the twelve
months ending February 29, 2024, inclusive of run-rate cost
synergies and net of the $43 million tax step up benefit provided
by the transaction.
MTL is widely recognized as a best-in-class provider of
high-performance, pre-fabricated perimeter edge metal systems and
non-insulated architectural metal wall systems for commercial,
institutional, and industrial buildings. Its premium portfolio is
comprised of a well-balanced assortment of complementary
pre-fabricated edge metal products under the flagship brands of
Metal-Era and Hickman. MTL’s portfolio includes non-insulated
aluminum composite material (ACM) architectural wall panels under
the Citadel brand. MTL establishes Carlisle as one of the
industry’s most comprehensive providers of architectural metal
products, including “roof-to-grass” color coordinated metal
building envelope solutions. MTL generated revenue of $132 million
for the twelve months ended February 29, 2024.
Chris Koch, Chair, President and Chief Executive Officer, said,
“The acquisition of MTL is consistent with Vision 2030 and our
intent to build on our strategic pivot to a pure-play building
products company with increased investment in innovation, a
continued emphasis on synergistic M&A, attracting and retaining
top talent, and fulfilling our sustainability commitments. By
acquiring MTL and leveraging the Carlisle Operating System across
the business, I am confident that we will create significant value
for all our stakeholders. We look forward to welcoming Tony
Mallinger and MTL’s talented team to Carlisle.”
The acquisition is expected to generate cost synergies of
approximately $13 million within the first three years, and be
approximately $0.60 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 second quarter of 2024.
Dorsey & Whitney LLP served as legal counsel to Carlisle.
William Blair & Company LLC served as exclusive financial
advisor and Latham & Watkins LLP served as legal counsel to
MTL.
Forward-Looking
Statements
This press release contains forward-looking statements,
including those with respect to the acquisition of MTL, our ability
to achieve expected cost synergies from the acquisition, our
ability to realize transaction tax benefits, our ability to
integrate MTL after the closing, and the anticipated timing of the
closing of the transaction. These statements represent only
Carlisle’s current belief regarding future events, many of which,
by their nature, are inherently uncertain and outside of Carlisle’s
control. Actual results could differ materially from those
reflected in this press release for various reasons, including the
failure of the parties to meet or waive closing conditions and the
failure to receive required regulatory approvals. Carlisle
disclaims any obligation to update forward-looking statements
except as required by law.
Non-GAAP Measures
This press release also contains references to adjusted EPS and
adjusted EBITDA, neither of which are recognized under U.S.
generally accepted accounting principles. Carlisle believes that
adjusted EPS and adjusted EBITDA are useful to investors because
they allow for comparison to prior periods without the effect of
items that, by their nature, tend to obscure core operating results
due to potential variability across periods based on the timing,
frequency and magnitude of such items. As a result, the Company
believes that these measures enhance the ability of investors to
analyze trends in business and evaluate performance relative to
peer companies. The Company is not providing reconciliations for
these forward-looking non-GAAP financial measures because the
Company is unable to predict with reasonable certainty the ultimate
outcome of adjusted items without unreasonable efforts. These items
are uncertain, depend on various factors and could be material to
financial results computed in accordance with GAAP.
About Carlisle Companies
Incorporated
Carlisle Companies Incorporated is a leading supplier of
innovative building envelope products and solutions for more energy
efficient buildings. Through its building products businesses –
Carlisle Construction Materials ("CCM") and Carlisle
Weatherproofing Technologies ("CWT") – and family of leading
brands, Carlisle delivers innovative, labor-reducing and
environmentally responsible products and solutions to customers
through the Carlisle Experience. Carlisle is committed to
generating superior shareholder returns and maintaining a balanced
capital deployment approach, including investments in our
businesses, strategic acquisitions, share repurchases and continued
dividend increases. Leveraging its culture of continuous
improvement as embodied in the Carlisle Operating System ("COS"),
Carlisle has committed to achieving net-zero greenhouse gas
emissions by 2050. Learn more about Carlisle at
www.carlisle.com.
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Mehul Patel Vice President, Investor Relations Carlisle
Companies Incorporated (310) 592-9668 mpatel@carlisle.com
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