ITEM 7.01 Regulation FD.
On January 23, 2023, Crane Company ("Crane Company"), a wholly-owned subsidiary
of Crane Holdings, Co. (the "Company"), filed an amendment to its Registration
Statement on Form 10 (the "Registration Statement") with the Securities and
Exchange Commission (the "SEC") in connection with the Company's previously
announced plan to spin-off the Company's Aerospace & Electronics, Process Flow
Technologies and Engineered Materials segments to the Company's stockholders
(the "Spin-Off"). Upon consummation of the Spin-Off, Crane Company will be an
independent, publicly traded company. A copy of the amendment to the
Registration Statement is accessible by searching for filings by Crane Company
(CIK: 0001944013) on the SEC's Edgar reporting system, which can be found at
http://www.sec.gov/edgar/searchedgar/companysearch.html. A copy can also be
found on the Company's website at https://www.craneco.com under "Financial
Reports and Filings" under the Investors tab.
As further described in the Registration Statement, the Company's board of
directors has declared a distribution to the Company's stockholders of one share
of Crane Company common stock for every one share of the Company's common stock
they own as of 5:00 p.m. New York City time on March 23, 2023, the record date
for the distribution. The distribution is expected to be effective at 5:00 p.m.
New York City time on April 3, 2023. Upon completion of, and subject to, the
distribution, the Company will be renamed to "Crane NXT, Co." and it is expected
that, beginning on April 4, 2023, the Company will trade on the New York Stock
Exchange (the "NYSE") under the ticker symbol "CXT" and Crane Company will trade
on the NYSE under the ticker symbol "CR". Completion of the distribution is
conditioned upon the satisfaction or waiver of certain conditions, including the
SEC having declared effective the Registration Statement, as set forth in the
form of Separation and Distribution Agreement filed with the SEC as part of the
Registration Statement.
The information set forth in this Item 7.01 is deemed to be "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. The information set forth in this Item 7.01
shall not be deemed incorporated by reference into any filing under the Exchange
Act or the Securities Act of 1933, as amended (the "Securities Act"), regardless
of any general incorporation language in such filing.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act, including statements relating to the planned Spin-Off, the expected timing
of the transaction and the anticipated benefits of the transaction. All
statements other than statements of historical fact are, or may be deemed to be,
forward-looking statements. Words such as "anticipate(s)," "expect(s),"
"intend(s)," "plan(s)," "believe(s)," "plan(s)," "may," "will," "would,"
"could," "should," "seek(s)," and similar expressions, or the negative of these
terms, are intended to identify such forward-looking statements. However, the
absence of these words does not mean that the statements are not
forward-looking. These statements are based on management's current expectations
and beliefs and are subject to a number of risks and uncertainties that could
lead to actual results differing materially from those projected, forecasted or
expected. Although the Company believes that the assumptions underlying the
forward-looking statements are reasonable, it can give no assurance that its
expectations will be attained.
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Risks and uncertainties that could cause actual results to differ materially
from the Company's expectations include, but are not limited to: changes in
global economic conditions (including inflationary pressures) and geopolitical
risks, including macroeconomic fluctuations that may harm the Company's
business, results of operation and stock price; the effects of the ongoing
coronavirus pandemic on the Company's business and the global and U.S. economies
generally; information systems and technology networks failures and breaches in
data security, personally identifiable and other information, non-compliance
with the Company's contractual or other legal obligations regarding such
information; potential exposure from numerous lawsuits for asbestos-related
personal injury; the Company's ability to source components and raw materials
from suppliers, including disruptions and delays in the Company's supply chain;
demand for the Company's products, which is variable and subject to factors
beyond its control; governmental regulations and failure to comply with those
regulations; fluctuations in the prices of the Company's components and raw
materials; loss of personnel or being able to hire and retain additional
personnel needed to sustain and grow the Company's business as planned; risks
from environmental liabilities, costs, litigation and violations that could
adversely affect the Company's financial condition, results of operations, cash
flows and reputation; risks associated with conducting a substantial portion of
the Company's business outside the U.S.; being unable to identify or complete
acquisitions, or to successfully integrate the businesses the Company acquires,
or complete dispositions; adverse impacts from intangible asset impairment
charges; potential product liability or warranty claims; being unable to
successfully develop and introduce new products, which would limit the Company's
ability to grow and maintain its competitive position and adversely affect its
financial condition, results of operations and cash flow; significant
competition in the Company's markets; additional tax expenses or exposures that
could affect the Company's financial condition, results of operations and cash
flows; inadequate or ineffective internal controls; specific risks relating to
the Company's reportable segments, including Aerospace & Electronics, Process
Flow Technologies, Payment & Merchandising Technologies and Engineered
Materials; the ability and willingness of the Company and Crane Company to meet
and/or perform their obligations under any contractual arrangements that are
entered into among the parties in connection with the Spin-Off and any of their
obligations to indemnify, defend and hold the other party harmless from and
against various claims, litigation and liabilities; and the ability to achieve
some or all the benefits that the Company expects to achieve from the Spin-Off.
All forward-looking statements set forth in this Current Report on Form 8-K are
qualified by these cautionary statements and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected consequences to
or effects on the Company or its business or operations. Forward-looking
statements set forth in this Current Report on Form 8-K speak only as of the
date hereof, and the Company does not undertake any obligation to update
forward-looking statements to reflect subsequent events or circumstances,
changes in expectations or the occurrence of unanticipated events, except to the
extent required by law.
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