8-K
Crane NXT, Co. (CXT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 7, 2023
CRANE HOLDINGS, CO.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
| Delaware | 1-1657 | 88-0706021 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation or organization) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 100 First Stamford Place Stamford CT | 06902 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 203-363-7300
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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $1.00 | CR | New York Stock Exchange |
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. |
|---|
On February 7, 2023, Crane Holdings, Co. (the “Company”) issued a press release (the “Press Release”) announcing that the United States Securities and Exchange Commission (the “SEC”) has declared effective Amendment No. 1 to the Registration Statement on Form 10 filed with the SEC by Crane Company (“Crane Company”), a wholly-owned subsidiary of the Company, on January 24, 2023 (as amended, the “Registration Statement”) 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. The Registration Statement includes an amended preliminary information statement that describes the Spin-Off, and provides important information regarding Crane Company’s business and management. The Press Release also includes an update on the Spin-Off and discusses upcoming events of the Company and Crane Company. A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
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.
| ITEM 8.01 | Other Events. |
|---|
As further described in the Registration Statement, the Company expects to distribute to the Company’s stockholders one share of Crane Company’s 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. While the Company currently trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol “CR,” upon completion of, and subject to, the distribution, the Company will be renamed “Crane NXT, Co.” and it is expected that, beginning on April 4, 2023, the Company will trade on 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 as set forth in the form of Separation and Distribution Agreement filed with the SEC as part of the Registration Statement.
| ITEM 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit<br>No. | Exhibit |
|---|---|
| 99.1 | Press Release dated February 7, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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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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.
| CRANE HOLDINGS, CO. | ||
|---|---|---|
| February 7, 2023 | ||
| By: | /s/ Anthony M. D’Iorio | |
| Name: Anthony M. D’Iorio | ||
| Title: Executive Vice President, General Counsel and Secretary |
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EX-99.1
Exhibit 99.1
Contact:
Jason D. Feldman
Vice President, Investor Relations
203-363-7329
www.craneco.com
Crane Holdings,Co. Announces Effectiveness of the Form 10
Registration Statement for Crane Company
| • | On-Track to Complete Previously Announced Separation onApril 3, 2023 |
|---|---|
| • | Crane Company and Crane NXT to Host Investor Conferences on March 9, 2023<br> |
| --- | --- |
STAMFORD, CONNECTICUT – February 7, 2023 – Crane Holdings, Co. (“Crane” or the “Company,” NYSE: CR), a diversified manufacturer of highly engineered industrial products, announced that the U.S. Securities and Exchange Commission has declared effective the Registration Statement on Form 10 filed by Crane Company. The Form 10 relates to the Company’s previously announced plan to separate into two independent and simplified businesses to optimize investment and capital allocation, accelerate growth, and unlock shareholder value. We intend to complete the separation and distribution on April 3, 2023.
Max Mitchell, Crane’s President and Chief Executive Officer of Crane stated: “The effectiveness of the Form 10 is another key milestone toward the separation transaction, and further confirmation that we are on-track to complete the transaction on our original target date in early April. We continue to believe that the separation will deliver long-term value for our stakeholders by creating two focused businesses, each with differentiated technology, industry leading positions, strong balance sheets and significant opportunities for growth and value creation.”
Upcoming Investor Conference for Crane Company and Crane NXT
Crane Company and Crane NXT will each host an investor conference on March 9, 2023 in New York City. At both events, key executives will provide a detailed review of each company’s business, strategy, capital structure, and capital deployment policies, as well as an update on their 2023 business outlook. To RSVP or to request additional information, please email: IR@craneco.com.
Details of Previously Announced Separation
On March 30, 2022, Crane announced that its Board of Directors had unanimously approved a plan to pursue a separation into two independent, publicly-traded companies to optimize investment and capital allocation, accelerate growth, and unlock shareholder value.
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Upon completion, Crane shareholders will have ownership in two focused and simplified businesses that are both leaders in their respective industries and well-positioned for continued success:
| • | Crane NXT will be a premier Industrial Technology business with substantial global scale, a best-in-class margin profile, and strong free cash flow generation. This year, the Payment and Merchandising Technologies (“PMT”) business that will become Crane NXT<br>is expected to achieve approximately $1.4 billion in sales with a pre-corporate Adjusted EBITDA margin of approximately 30%. |
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In addition to its market-leading brands, Crane NXT will differentiate itself through its technology leadership, positioning it to leverage long-term secular drivers including automation, security, and productivity across several high-growth adjacent markets.
After the separation, Crane NXT will be positioned to drive earnings growth through continued investment in the business and value-enhancing acquisitions. Its balance sheet and free cash flow will also allow it to support significant acquisitions and a dividend in-line with peers. Crane NXT’s shares are expected to continue to be listed on the NYSE under the ticker symbol “CXT”. As previously announced, Crane NXT will be led by Aaron Saak, with the executives currently leading Crane’s PMT business continuing to serve in senior positions.
| • | Crane Company will be a leading global provider of mission-critical, highly engineered products and<br>solutions, with differentiated technology, respected brands, and leadership positions in its markets. After the separation, Crane Company will include the Aerospace & Electronics and Process Flow Technologies global strategic growth<br>platforms, as well as the Engineered Materials segment. |
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This year, these businesses are expected to generate approximately $2 billion in annual sales with a pre-corporate Adjusted EBITDA margin of approximately 19.5%. The company will be well-positioned to accelerate organic growth in its large and attractive end markets, benefit from favorable secular trends, and apply its proven processes to drive new product development and commercial excellence. Crane Company is expected to have a strong, well-capitalized balance sheet underpinning a capital deployment strategy focused on supporting the company’s organic and inorganic strategic growth objectives, while providing a dividend in-line with peers.
Crane Company will be led by Max Mitchell, who will continue to serve as President and Chief Executive Officer, with Rich Maue continuing to serve as Chief Financial Officer. Crane Company’s shares have been approved for listing on the NYSE and are expected to trade under Crane’s current ticker symbol, “CR”.
Transaction Details
The separation is expected to occur through a tax-free distribution of the Aerospace & Electronics, Process Flow Technologies, and Engineered Materials businesses to the Company’s shareholders. Crane Holdings, Co. will retain the Payment & Merchandising Technologies businesses and will be renamed Crane NXT, Co. concurrent with the separation. The Aerospace & Electronics, Process Flow Technologies, and Engineered Materials businesses will be owned by the newly created public company, named Crane Company. Upon completion of the separation, shareholders as of the record date will own 100% of the equity in both of the publicly traded companies.
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About Crane Holdings, Co.
Crane Holdings, Co. is a diversified manufacturer of highly engineered industrial products. Founded in 1855, Crane provides products and solutions to customers across end markets including aerospace, defense, chemical and petrochemical, water and wastewater, payment automation, and banknote security and production, as well as for a wide range of general industrial and consumer applications. The Company has four business segments: Aerospace & Electronics, Process Flow Technologies, Payment & Merchandising Technologies, and Engineered Materials. Crane has approximately 11,000 employees in the Americas, Europe, the Middle East, Asia and Australia. Crane is traded on the New York Stock Exchange (NYSE:CR). For more information, visit www.craneco.com.
Forward-Looking StatementsDisclaimer
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statementsinclude all statements that are not historical statements of fact and those regarding our intent, belief, or expectations, including, but not limited to: statements regarding Crane’s and the ultimatespin-off company’s (“SpinCo”) portfolio composition and their relationship following the business separation; the anticipated timing, structure, benefits, and tax treatment of the separationtransaction; benefits and synergies of the separation transaction; strategic and competitive advantages of each of Crane and SpinCo; future financing plans and opportunities; and business strategies, prospects and projected operating and financialresults. In addition, there is also no assurance that the separation transaction will be completed, that Crane’s Board of Directors will continue to pursue the separation transaction (even if there are no impediments to completion), that Cranewill be able to separate its businesses or that the separation transaction will be the most beneficial alternative considered. We caution investors not to place undue reliance on any such forward-looking statements.
Words such as “anticipate(s),” “expect(s),” “intend(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. These statements are based onmanagement’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 we believe that the assumptionsunderlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained.
Risks and uncertaintiesthat could cause actual results to differ materially from our expectations include, but are not limited to: changes in global economic conditions (including inflationary pressures) and geopolitical risks, including macroeconomic fluctuations thatmay harm our business, results of operation and stock price; the continuing effects from the coronavirus pandemic on our business and the global and U.S. economies generally; information systems and technology networks failures and breaches in datasecurity, theft of personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information; our ability to source components and raw materialsfrom suppliers, including disruptions and delays in our supply chain; demand for our products, which is variable and subject to factors beyond our control; governmental regulations and failure to comply with those regulations; fluctuations in theprices of our components and raw materials; loss of personnel or being able to hire and retain additional personnel needed to sustain and grow our business as planned; risks from environmental liabilities, costs, litigation and violations that couldadversely affect our financial condition, results of operations, cash flows and reputation; risks associated with conducting a substantial portion of our business outside the U.S.; being unable to identify or complete acquisitions, or tosuccessfully integrate the businesses we acquire, 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 our ability to grow and maintain our competitive position and adversely affect our financial condition, results of operations and cash flow; significant competition in our markets; additional tax expenses or
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exposures that could affect our financial condition, results of operations and cash flows; inadequate or ineffective internal controls; specific risks relating to our reportable segments,including Aerospace & Electronics, Process Flow Technologies, Payment & Merchandising Technologies and Engineered Materials; the ability and willingness of Crane and SpinCo to meet and/or perform their obligations under anycontractual arrangements that are entered into among the parties in connection with the separation transaction and any of their obligations to indemnify, defend and hold the other party harmless from and against various claims, litigation andliabilities; and the ability to achieve some or all the benefits that we expect to achieve from the separation transaction.
Readers shouldcarefully review Crane’s financial statements and the notes thereto, as well as the section entitled “Risk Factors” in Item 1A of Crane’s Annual Report on Form 10-K for the year endedDecember 31, 2021 and the other documents Crane and its subsidiaries file from time to time with the SEC. Readers should also carefully review the “Risk Factors” section of the registration statement relating to the businessseparation, which has been filed by SpinCo with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-lookingstatements.
These forward-looking statements reflect management’s judgment as of this date, and Crane assumes no (and disclaims any)obligation to revise or update them to reflect future events or circumstances.
We make no representations or warranties as to the accuracy of anyprojections, statements or information contained in this document. It is understood and agreed that any such projections, targets, statements and information are not to be viewed as facts and are subject to significant business, financial, economic,operating, competitive and other risks, uncertainties and contingencies many of which are beyond our control, that no assurance can be given that any particular financial projections ranges, or targets will be realized, that actual results maydiffer from projected results and that such differences may be material. While all financial projections, estimates and targets are necessarily speculative, we believe that the preparation of prospective financial information involves increasinglyhigher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to awide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financialprojections, estimates and targets in this press release should not be regarded as an indication that we or our representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities for sale.
Non-GAAP Financial Measures
Crane Holdings, Co. reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). This press releaseincludes certain forward-looking non-GAAP financial measures, including pre-corporate Adjusted EBITDA margin, that are not prepared in accordance with GAAP. CraneHoldings, Co. calculates “pre-corporate Adjusted EBITDA margin” as pre-corporate Adjusted EBITDA (earnings before interest, tax, depreciation and amortizationexpenses, before corporate overhead expense which includes director compensation, securities laws compliance costs, audit and professional fees, and other public company costs, and before Special Items which include transaction related expenses suchas tax charges, professional fees and incremental corporate costs related to the proposed separation and other potential corporate transactions), divided by sales. These non-GAAP measures are an addition, andnot a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to operating income, net income or any other performance measures derived in accordance with GAAP.
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We believe that pre-corporate Adjusted EBITDA margin on aforward-looking or projected basis provides useful supplemental information to investors about Crane Company and Crane NXT after the proposed separation transaction by presenting a prospective view of each post-separation company’s underlyingprofitability that is not influenced by: depreciation and amortization related to historical acquisition and capital investment activity, and which may not be representative of future levels of capital investment and acquisition activitypost-separation; corporate costs which will be influenced by the corporate structure of each post-separation company that will be determined by management teams and Boards of Directors that have not yet been fully established; and Special Itemsprimarily related to separation transaction costs that are not related to the underlying and ongoing operations of the post-separation company’s businesses. Our management uses certain forward lookingnon-GAAP measures to evaluate projected financial and operating results. However, there are a number of limitations related to the use of these non-GAAP measures andtheir nearest GAAP equivalents. For example, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore our non-GAAP measures may not be directly comparable to similarly titled measures of other companies.
Reconciliations of the forward-looking and projected non-GAAP measures used in this press release, such as pre-corporate Adjusted EBITDA margin, to the closest corresponding GAAP measure are not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to the chargesexcluded from these non-GAAP measures, which could have a potentially significant impact on our future GAAP results.
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