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06 Dec 2010
Approximately $400 million of rated notes
New York, December 06, 2010 -- Moody's Investors Service affirmed Carlisle Companies Incorporated's
("Carlisle") senior unsecured rating of Baa2 and assigned
the same rating to a new $250 million issue of senior unsecured
notes as well as a (P)Baa2 rating to the unsecured portion of the company's
shelf registration. The outlook is stable.
Senior unsecured, Baa2
$250 million unsecured notes due 2020, Baa2
Senior unsecured shelf, P(Baa2)
Proceeds from the new issuance will principally be used to refinance Carlisle's
recent acquisition of the shares of Hawk Corporation ("Hawk')
which was valued at approximately $413 million. Carlisle
completed a tender offer for the shares earlier in December by initially
using cash on hand and accessing the company's $500 million
revolving credit facility. Following the term issuance and application
of proceeds, Moody's anticipates that there will borrowings
under Carlisle's revolving credit facility would be around $75-$80
million. Moody's has also assumed that, between Hawk's
cash and short term investments ($73 million at September 30) and
Carlisle's ($115 million on the same date but since supplemented
by some $35 million of funds received from the disposition of its
Trail King subsidiary), existing balance sheet debt at Hawk will
be extinguished in the near term. On a pro forma basis, this
would take adjusted debt at Carlisle to roughly $670 million.
Similarly, Moody's would gauge pro forma combined debt/EBITDA
at around 2 times, EBITA/interest close to 8 times, and FCF/debt
in excess of 15%. These pro forma metrics along with Carlisle's
ongoing business profile and good liquidity remain supportive of the Baa2
rating category. Moody's anticipates that in order to reach its
goal of $5 billion per year in revenues, Carlisle will continue
to evaluate acquisitions which could require additional external funding.
The Baa2 rating offers some limited flexibility to do so.
The senior unsecured rating of Baa2 recognizes Carlisle's still
moderate scale and leverage, strong interest coverage characteristics,
consistent free cash flow generation and benefits of a diverse collection
of businesses. Carlisle historically has generated attractive returns
on invested capital and maintained a solid capital structure. Nonetheless,
the company's revenues are concentrated within North America and it continues
with exposure to the construction market, a sector expected to lag
in the region's recovery. In addition, margins are susceptible
to movements in raw material costs. While its portfolio of businesses
establish diverse revenue streams, potential changes in the collection
of business units from acquisitions and dispositions pose some degree
of uncertainty in assessing Carlisle's financial complexion over an intermediate
period of time. The rating also considers the company's low leverage,
a growth strategy that includes acquisitions that may involve external
financing, and a demonstrated ability to generate cash flow throughout
the business cycle.
The outlook is stable and recognizes a resumption of revenue growth in
2010, expectations of moderate top line expansion over the intermediate
period, a lengthened debt maturity profile, and the positioning
of the company's metrics within the current rating category. Nonetheless,
ongoing softness in Carlisle's largest end-market, non-residential
construction, and changes in petroleum related and metal input costs
could produce headwinds.
The previous rating action was on November 6, 2009 at which time
Carlisle's Baa2 rating was affirmed and the outlook was revised
to stable from negative.
The principal methodology used in this rating was Global Manufacturing
Industry published in December 2007.
Carlisle Companies Incorporated, headquartered in Charlotte,
NC is a diversified manufacturing company with revenues for the twelve
months ending September 30, 2010 of approximately $2.5
Information sources used to prepare the credit rating are the following:
parties involved in the ratings, parties not involved in the ratings,
public information, confidential and proprietary Moody's Investors
Service information, and confidential and proprietary Moody's
Moody's Investors Service considers the quality of information available
on the issuer or obligation satisfactory for the purposes of assigning
a credit rating.
Moody's adopts all necessary measures so that the information it uses
in assigning a credit rating is of sufficient quality and from sources
Moody's considers to be reliable including, when appropriate,
independent third-party sources. However, Moody's
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Please see ratings tab on the issuer/entity page on Moodys.com
for the last rating action and the rating history.
The date on which some Credit Ratings were first released goes back to
a time before Moody's Investors Service's Credit Ratings were fully digitized
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and accurate based on the information that is available to it.
Please see the ratings disclosure page on our website www.moodys.com
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of each rating category and the definition of default and recovery.
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service
Michael J. Mulvaney
MD - Corporate Finance
Corporate Finance Group
Moody's Investors Service
Moody's Investors Service
Moody's affirms Carlisle's Baa2 senior unsecured rating; outlook stable
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