8-K
CRAWFORD & CO (CRD-A)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
August 23, 2021
CRAWFORD & COMPANY
(Exact name of registrant as specified in its charter)
| Georgia | 1-10356 | 58-0506554 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS employer<br><br> <br>Identification No.) |
| 5335 Triangle Parkway, Peachtree Corners, Georgia | 30092 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (404) 300-1000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock — $1.00 Par Value | CRD-A | New York Stock Exchange, Inc. |
| Class B Common Stock — $1.00 Par Value | CRD-B | New York Stock Exchange, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On August 23, 2021, Crawford & Company (the “Company”) issued a press release announcing the Company has acquired edjuster Inc., a technology-driven field and desktop contents claims handling solution company in Canada. The total purchase price is $42.4 million CAD, structured as an upfront payment of $25.4 million CAD in cash and net receivables with the balance structured in various earnout scenarios over a two-year period. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K and the Exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| (a) | Exhibits. The following exhibit is filed with this Report: |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release of Crawford & Company, dated August 23, 2021. |
| 104 | Cover<br>Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CRAWFORD & COMPANY | |
|---|---|
| By: | /s/ Tami E. Stevenson |
| Name: Tami E. Stevenson | |
| Title: General Counsel and Corporate Secretary |
Date: August 23, 2021
Exhibit 99.1
| Crawford & Company^®^ |
|---|
| 5335 Triangle Parkway NW |
| Peachtree Corners, GA 30092 |
FOR IMMEDIATE RELEASE
CRAWFORD® Acquires edjuster, Contents ValuationService and Platform
ATLANTA (August 23, 2021) Crawford & Company® (NYSE: CRD-A and CRD-B), the world’s largest publicly listed independent provider of claims management and outsourcing solutions to carriers, brokers and corporations, has acquired edjuster, a technology-driven field and desktop contents claims handling solutions company.
edjuster is the established leader in contents services with 20 years of recognized experience in both the U.S. and Canada. This solution operates on a proprietary contents management platform that offers a full-featured, easy-to-use contents inventory and valuation solution for both high severity complex claims and high-volume, small claims. The acquisition of edjuster adds a digital component to Crawford’s existing contents valuation service, expands Crawford’s current capabilities in North America and supports its purpose to restore and enhance lives, businesses and communities.
According to Pat Van Bakel, president, Loss Adjusting, North America, “This combination will bring together Crawford’s global reach and expansive services with edjuster’s digital capabilities and niche expertise. We are excited to join forces with this established and expanding company. Their proven execution capability, strong client relationships, solid technology platform and scalable operating model will allow us to offer more robust digital services to Crawford customers.”
“This acquisition is a tremendous fit for edjuster given the synergies between our organizations. The opportunity to become part of a much larger claims operation covering all of North America provides invaluable expertise to the Crawford suite of services and adds enormous depth and flexibility to our existing capabilities both in the field and behind the desk,” said Andy Williams, edjuster’s chief executive officer.
Crawford Chief Executive Officer, Rohit Verma added, “At Crawford, we have a relentless pursuit of service excellence, and edjuster’s ability to combine technology and people takes us one step closer to our goal to reimagine the claims ecosystem. Additionally, this combination will help us achieve our envisioned future and brand promise, making Crawford the embedded partner of choice in the insurance industry.”
| Crawford & Company^®^ |
|---|
| 5335 Triangle Parkway NW |
| Peachtree Corners, GA 30092 |
About Crawford^®^
Based in Atlanta, Crawford & Company (NYSE: CRD-A and CRD-B) is the world’s largest publicly listed independent provider of claims management and outsourcing solutions to carriers, brokers and corporations with an expansive global network serving clients in more than 70 countries. The Company’s two classes of stock are substantially identical, except with respect to voting rights and the Company’s ability to pay greater cash dividends on the non-voting Class A Common Stock (CRD-A) than on the voting Class B Common Stock (CRD-B), subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of CRD-A must receive the same type and amount of consideration as holders of CRD-B, unless different consideration is approved by the holders of 75 percent of CRD-A, voting as a class. More information is available at www.crawco.com.
Tag: Crawford-Corporate, Crawford-Investor-News-and-Events
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Media Contacts: mediarelations@us.crawco.com
| Lynn Cufley | Katie Cline |
|---|---|
| +44 207 265 4067 | +1 470 575 3681 |
| Lynn.Cufley@crawco.uk | Katie.Cline@us.crawco.com |