CRANE CO. (NYSE:CR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement
On December 5, 2017, Crane Co. entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Crane Co., Crane & Co., Inc., a Massachusetts corporation (“Crane Currency”), FC Development Corp., a Massachusetts corporation and a wholly owned transitory subsidiary of Crane Co., and Shareholder Representative Services LLC, a Colorado limited liability company as representative of the equityholders of Crane Currency, to which Crane Co. will acquire Crane Currency for a base purchase price of $800 million on a cash-free, debt-free basis.
At the closing, all outstanding equity awards and stock of Crane Currency will be exchanged for their pro-rata share of the purchase price, minus any applicable equity award exercise price, and the transitory subsidiary of Crane Co. will merge with and into Crane Currency, with Crane Currency surviving as a wholly owned subsidiary of Crane Co.
The Merger Agreement contains a purchase price adjustment which takes into account Crane Currency’s net working capital, cash, the assumption by Crane Co. of certain debt-like items, and Crane Currency’s transaction expenses.
Certain funds will be held in a general escrow fund following the closing to cover the sellers’ indemnification obligations, the purchase price adjustments and certain other adjustments; after determination of the purchase price adjustment, any amount owed to Crane Co. would be disbursed from the general escrow fund, and 50% of any remaining funds in the general escrow fund in excess of $4 million would then be released to the Crane Currency equityholders. In addition, certain funds will be held in a separate escrow fund to cover outstanding receivables and inventory related to contract obligations with the Venezuelan government and related compliance and contractual liability concerns. Following the closing, the liability of the former equityholders of Crane Currency is limited to amounts held in the escrow accounts.
The Merger Agreement provides for the closing to occur on the later of (a) January 10, 2018, and (b) the second business day after all closing conditions have been satisfied or waived. The Merger Agreement contains customary representations and warranties on behalf of Crane Currency and Crane Co. The obligations of both parties to consummate the merger are subject to the satisfaction of customary conditions, including obtaining any necessary regulatory approvals.
Crane Co. has also entered into a commitment letter (the “Commitment Letter”) with Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (together, “Wells Fargo”) to which Wells Fargo will provide $350 million of debt financing, subject to the terms and conditions thereof. The debt financing, together with cash on hand, will provide the funds necessary to finance the transaction and related expenses.
The foregoing description of the Merger Agreement and the transactions contemplated thereby, as well as the Commitment Letter, does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement and the Commitment Letter, copies of which are filed as Exhibit 2.1 and Exhibit 99.1, respectively, to this Form 8-K and are incorporated herein by reference.
Regulation FD Disclosure
On December 5, 2017, Crane Co. issued a press release announcing that Crane Co. had agreed to aquire Crane Currency on the terms and subject to the conditions set forth in the Merger Agreement. On December 5, 2017, Crane Co. posted an investor presentation regarding the transaction on its website at http://www.ircraneco.com. A copy of the press release and the investor presentation are furnished as Exhibit 99.2 and Exhibit 99.3 hereto.
The information contained in this Item 1.01 and in Exhibit 99.2 and Exhibit 99.3 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of Crane Co.’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 1.01. Financial Statements and Exhibits.
CRANE CO /DE/ ExhibitEX-2.1 2 ex2-1.htm EXHIBIT 2.1 – MERGER AGREEMENT Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CRANE CO.,…To view the full exhibit click
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.