CRANE CO. (NYSE:CR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement
On February 5, 2018, Crane Co. (the “Company”) completed a public offering of $350,000,000 aggregate principal amount of its 4.200% Senior Notes due 2048 (the “Notes”). The offering of the Notes was made to the Company’s shelf registration statement on Form S-3 (Registration No. 333-222781) filed with the Securities and Exchange Commission (the “SEC”) on January 30, 2018, including a related prospectus and prospectus supplement filed with the SEC on January 30, 2018 and February 1, 2018, respectively.
The Notes were issued under the indenture, dated as of February 5, 2018 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee.
The Notes will bear interest at a rate of 4.200% per annum and mature on March 15, 2048. Interest will accrue on the Notes from February 5, 2018. Interest on the Notes is payable on March 15 and September 15 of each year, commencing on September 15, 2018. The Indenture contains certain restrictions, including a limitation that restricts the Company’s ability and the ability of certain of its subsidiaries to create or incur secured indebtedness, enter into sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of the Company’s assets and the assets of its subsidiaries.
The Company may redeem the Notes, in whole or in part, at any time and from time to time prior to September 15, 2047 at a “make-whole” price specified in the form of the Notes. The Company may redeem the Notes, in whole or in part, at any time and from time to time on and after September 15, 2047 at a price equal to 50% of the principal amount of the Notes being redeemed.
The Company intends to use the net proceeds from the offering, together with cash on hand, to repay all of the $100 million outstanding under its existing 364-Day credit facility and to redeem all $250 million of its outstanding 2.75% notes due 2018 and pay related premiums.
The foregoing description of the Indenture and the Notes is qualified in its entirety by reference to the full text of the Indenture, a copy of which is attached hereto as Exhibit 4.1, and the Notes, the form of which is attached hereto as Exhibit 4.2, all of which are incorporated herein by reference.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information related to the Indenture in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 5.02(b) |
Departure of Named Executive Officer |
Augustus duPont, Vice President, General Counsel and Secretary, a named executive officer, retired on February 2, 2018.
Item 8.01Other Events.
In connection with the offering of the Notes, the Company entered into an Underwriting Agreement, dated February 1, 2018 (the “Underwriting Agreement”), between the Company and Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named therein (together, the “Underwriters”). to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
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Underwriting Agreement, dated as of February 1, 2018, between Crane Co. and Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives of the Underwriters named therein. |
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Indenture, dated as of February 5, 2018, between the Company and U.S. Bank National Association, as trustee. |
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Form of Note |
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP — included as part of Exhibit 5.1 hereto. |
CRANE CO /DE/ ExhibitEX-1.1 2 s002035x5_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION COPY CRANE CO. Debt Securities Underwriting Agreement February 1,…To view the full exhibit click here
About CRANE CO. (NYSE:CR)
Crane Co. is a diversified manufacturer of engineered industrial products. The Company operates in four segments: Fluid Handling, Payment & Merchandising Technologies, Aerospace & Electronics, and Engineered Materials. The Fluid Handling segment is a provider of engineered fluid handling equipment, including Process Valves and Related Products, Commercial Valves and Other Products. The Payment & Merchandising Technologies segment includes Crane Payment Innovations (CPI) and Merchandising Systems. The Aerospace & Electronics segment supplies various components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace and military aerospace, and defense markets. The Engineered Materials segment manufactures fiberglass-reinforced plastic (FRP) panels and coils, primarily for use in the manufacturing of recreational vehicles (RVs), truck bodies, truck trailers, with additional applications in commercial and industrial buildings.
