Happy Friday!

Building Toledo Money has given us the opportunity to sit down with many of the leaders shaping Northwest Ohio; people whose work we have followed throughout our own careers in the region. Each conversation helps us better understand the people, decisions, and history driving the community forward.

Sometimes, though, the best examples of connection happen by accident.

Kaden and I recently showed up at Twin Oast Brewing (thankful for Catawba Island) on the same day, each with our families and without coordinating it. The place was packed. There was live music, kids playing in the grass, great food, and enough room for the parents to enjoy an adult beverage while everyone had a good time.

Whether it begins with picking up the phone or unexpectedly crossing paths on a crowded lawn, the lesson is the same: bringing people together creates energy, relationships, and momentum. Those experiences help us strengthen Northwest Ohio’s business intelligence network, and tell the region’s story with greater depth.

This week’s shoutout goes to Dr. Marvin Whitfield, President and CEO of Big Brothers Big Sisters of Northwestern Ohio.

Dr. Whitfield spent time with us this past week sharing the experiences that shaped his upbringing, his approach to leadership, and the mission that drives his work today. His passion for mentorship and expanding opportunities for young people is evident in both his words and his impact.

We are grateful for the time, perspective, and wisdom he shared; and for the tremendous work he is doing to help shape the next generation of men and women across Northwest Ohio.

Owens Corning | $OC ( ▼ 0.65% )

Dana Incorporated | $DAN ( ▼ 1.46% )

The Andersons | $ANDE ( ▼ 3.24% )

Owens Illinois | $OI ( ▼ 1.11% )

Welltower Inc. | $WELL ( ▲ 0.82% )

Marathon Petroleum Corporation | $MPC ( ▼ 1.12% )

First Solar | $FSLR ( ▼ 1.41% )

The reported proposal appears well below Owens Corning’s potential transaction value. Making the interest public may be part of the strategy.

Owens Corning may not officially be for sale.

Someone, however, appears interested in forcing the conversation.

The Wall Street Journal reported on June 29 that Carlisle Companies had made multiple unsolicited proposals to acquire Toledo-based Owens Corning. The proposed cash-and-stock transaction was reportedly valued at well over $10Bn, but Owens Corning $OC ( ▼ 0.65% ) had not substantially engaged with the prospective buyer.

There is no publicly disclosed offer price, per-share consideration or formal tender offer. That remains important: the market is working from a report about private discussions, not an announced transaction.

Carlisle Companies $CSL ( ▲ 1.15% ) is a Scottsdale, Arizona-based manufacturer focused on the systems that protect and seal buildings.

Its primary businesses produce commercial roofing systems, insulation, waterproofing products, air and vapor barriers, sealants and other building-envelope materials. The company has spent years narrowing its portfolio and repositioning itself as a focused building-products operation.

Owens Corning would significantly expand that platform. It would add residential roofing, insulation and doors, along with well-established brands, manufacturing facilities and distribution relationships.

It depends on how size is measured.

Carlisle currently has the higher stock-market valuation. At the July 23 close, Carlisle was worth approximately $13.6 billion, compared with about $11.2 billion for Owens Corning. Market values move daily, but Carlisle presently possesses the more valuable acquisition currency: its stock.

Operationally, Owens Corning is considerably larger.

Owens Corning generated $10.1 billion in 2025 sales and approximately $2.27 billion in adjusted EBITDA. Carlisle produced $5.0 billion in revenue with a 24.4% adjusted EBITDA margin, implying approximately $1.22 billion in adjusted EBITDA.

In other words:

This would not be a corporate whale swallowing a minnow. It would be a transformative acquisition in which a more highly valued company uses a combination of stock and cash to acquire a larger operating business.

Carlisle also carries less debt. At March 31, it reported approximately $2.9 billion of debt and $771 million of cash. Owens Corning reported approximately $5.5 billion of total debt and $272 million of cash. That balance-sheet difference helps explain how Carlisle could contemplate a transaction involving a company with substantially more revenue.

The best analogy may be a more highly valued predator attempting to acquire a larger, heavier asset while the market is pricing that asset cautiously (cough, cough buy more $OC ( ▼ 0.65% )).

Owens Corning’s market capitalization is already above $11 billion. A successful buyer would likely need to pay a meaningful premium to convince shareholders to surrender control.

Our working acquisition range remains approximately $180 to $190 per share, implying an equity value near $15 billion.

Using $10 billion as the rough floor of the reported proposal, the gap between Carlisle’s reported starting point and that estimated transaction value approaches one-third.

That does not establish that Carlisle formally offered 33% less than Owens Corning is worth. “Well over $10 billion” could describe a considerably higher proposal, and no exact terms have been released.

The defensible conclusion is narrower:

Carlisle’s reported approach appears substantially below the price likely required to secure Owens Corning shareholder support.

A buyer would be acquiring more than today’s earnings. Owens Corning owns established positions in roofing, insulation and doors and generated $962 million of free cash flow in 2025 despite difficult construction markets and significant impairment charges related to its doors business.

Carlisle likely sees the opportunity to acquire that platform before a housing and remodeling recovery is fully reflected in Owens Corning’s valuation.

Carlisle is particularly strong in commercial roofing and weatherproofing. Owens Corning brings greater residential exposure through roofing, insulation and doors.

Together, the businesses could offer:

Owens Corning would not merely add another product line. It would roughly triple the combined company’s revenue base compared with Carlisle on a standalone basis and materially change Carlisle’s position within the building-products industry.

That potential value belongs partly to Owens Corning shareholders. Carlisle should not be able to capture most of it through an opportunistically priced transaction.

We do not know who disclosed the private approaches or why.

Still, once acquisition interest reaches the public market, the pressure changes.

Owens Corning shareholders can now question whether the board should engage, demand a higher price or explore interest from other buyers. Carlisle has also established itself as the first visible bidder, potentially anchoring the conversation around its valuation.

The publicity can produce several outcomes:

There is no public evidence that Carlisle has initiated a tender offer, proxy contest or other hostile process. For now, the approaches remain preliminary and unsolicited.

There is no evidence that Owens Corning has launched a formal sale process.

Its reluctance to engage could mean the board believes Carlisle’s proposal undervalues the company. It could mean management prefers to execute its strategy independently. It could also be a negotiating position designed to force a higher offer.

What has changed is that Owens Corning has been publicly identified as an acquisition target by a serious industry operator.

At approximately $10 billion, the conversation appears premature.

Closer to $15 billion, or roughly $180 to $190 per share, the board would face a considerably more difficult decision.

For Toledo, the implications extend beyond shareholder value. Owens Corning is one of Northwest Ohio’s most important corporate institutions. Any serious transaction would raise questions about the future of its headquarters, local employment, civic leadership and long-standing presence in the region.

The first reported proposal may not be the final proposal.

It may simply be the one designed to bring Owens Corning, and the rest of the market, to the negotiating table.

When business owners think about succession, the usual options are familiar: sell to a competitor, transition the company to family, or accept an offer from private equity.

Ken Knight saw another path.

Knight Insurance Group, a Toledo institution whose roots reach back to 1859, became 100% employee-owned in 2022. The decision was not made because selling would have been difficult. According to Tom Daniels, an employee-owner at Knight, private-equity firms were interested in acquiring the agency, and the potential financial payoff was real.

Daniels said insurance agencies can command valuations of roughly two to three times revenue from private-equity buyers. But Knight did not want to retire, cash out and leave behind the people who helped build the business.

“He recognized that the people made the agency what it is,” Daniels explained. “Why sell out, retire and leave them high and dry?”

That story was shared with Daniels during his recruiting process. It stuck with him. When he joined Knight in February 2024, he was joining a company where every employee had a stake in its future.

An Employee Stock Ownership Plan, or ESOP, is a qualified retirement plan that invests primarily in company stock. Rather than employees buying stock out of pocket, the company typically contributes shares or cash to an ESOP trust, which allocates ownership benefits to eligible employees over time.

At Knight, that ownership structure is not merely a retirement-plan feature. It is intended to shape culture.

The shift is from thinking like an employee to thinking like an employee-owner: taking greater responsibility for client relationships, growth, efficiency and the long-term health of the organization. The company remains based in Toledo, with its people and decision-making rooted in the community it has served for generations.

That local commitment matters. In an era when private-equity acquisitions can centralize operations or alter a firm’s culture, an ESOP can offer a succession alternative that preserves independence while rewarding the people who built the business.

Daniels noted that the difference in ownership does not mean every employee receives the same number of shares. A two-year analyst and a CEO may have very different account balances, depending on the plan’s allocation formula, compensation and tenure. But both participate in the value created when the company performs well.

For employee-owners, those shares are designed to become retirement value, not a liquid investment they can sell whenever they choose. In most private-company ESOPs, an employee generally receives a distribution after leaving the company or retiring, subject to the plan’s rules and timing. If the employee’s shares are vested, the company repurchases them at their independently determined fair-market value and the proceeds convert to cash or another eligible retirement distribution. In simple terms: to turn ESOP shares into cash, an employee generally must separate from the company; and only vested shares are theirs to receive.

The ESOP structure alone does not create a strong workplace. It can, however, reinforce the right culture when leadership communicates clearly and employees understand what ownership means.

Knight’s culture has received external recognition. In 2024, the agency was named a Toledo Top Workplace for the seventh time, an honor based on employee feedback. For Daniels, that recognition spoke to the firm’s values and the credibility of its employee-ownership message.

Retention is often a major advantage for employee-owned businesses, too. Research has found that ESOP companies can outperform comparable firms on employee retention, although the results depend on the quality of the company, the plan design and, most importantly, the ownership culture behind it.

Daniels is helping build that culture beyond Knight’s walls. He started a monthly group that brings together ESOP executive leaders from companies across Northwest Ohio to exchange ideas, learn from one another and discuss how to make employee ownership tangible in day-to-day work.

That kind of peer learning is important. An ESOP is not a trophy to hang on the wall after a transaction closes. It is a long-term operating model that requires education, transparency and sustained leadership.

Ohio is one of the country’s leading states for employee ownership. The Ohio Employee Ownership Center at Kent State University has been a central force in that story since 1987. The center provides education, research, succession-planning support and training for companies exploring employee ownership and for firms already operating under it.

Employee ownership became especially relevant to Ohio during the industrial disruptions of the 1970s and 1980s. In a state with a deep manufacturing base, ESOPs offered an alternative for owners seeking retirement, succession or continuity without selling to an outside buyer.

The Ohio Employee Ownership Center’s 2023 report identified 305 ESOP companies in the state. That figure is a useful reminder: employee ownership is not a fringe idea in Ohio. It is a proven succession option with a long regional history.

The largest employee-owned company commonly cited in the United States is Publix Super Markets. The grocery chain is majority employee-owned through its ESOP and related employee ownership programs, demonstrating that employee ownership can scale far beyond a small-business succession plan.

Private equity is not inherently the wrong answer. A sale can bring capital, scale and opportunity. And Daniels’ observation that insurance agencies can attract strong buyer interest underscores just how valuable an independent agency like Knight can be.

But the Knight story raises a more fundamental question for business owners: What does a successful exit look like?

For some, it is the highest price. For others, it is a transition that protects the company’s independence, preserves local jobs and gives employees a chance to share in the value they helped create.

Ken Knight chose the second path.

That choice did more than establish an ESOP. It sent a clear message to current and future employees: the company’s legacy belongs to the people building it.

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