Carlisle Companies to Acquire MTL Holdings, a Leader in Edge Metal and Non-Insulated Architectural Wall Systems

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.