Crane Co. (NYSE:CR) (“Crane”) entered into a definitive agreement to acquire Crane & Co., Inc. (“Crane Currency”) from Lindsay Goldberg, members of the Crane family and other shareholders for $800 million on December 5, 2017. Crane and Crane Currency signed a confidentiality agreement on July 5, 2017. The cash consideration is on a cash free and debt free basis. Each share of Class C-1 common stock and Class C-2 common stock of Crane Currency that is issued and outstanding as of immediately prior to the closing date shall be converted into the right of the holder thereof to receive the greater of (X) $1005 per share or (Y) (1) such share’s pro rata share of the aggregate common stock closing consideration plus (2) such share’s pro rata share of the portion of all future payments that become payable pursuant to the terms of this agreement. Each share of Class C-3 Common Stock that is issued and outstanding as of immediately prior to the closing date shall be converted into the right of the holder thereof to receive the greater of (X) $600 per share or (Y) (1) such share’s pro rata share of the aggregate common stock closing consideration plus (2) such share’s pro rata share of the portion of all future payments that become payable pursuant to the terms of this agreement. Each share of Crane Currency’s convertible Series B preferred stock, Class C-4 common stock, Class C-5 common stock, Class A common stock and Class B common stock will also receive cash payment as part of the consideration. As part of consideration, Crane will also pay for the debt of Crane Currency. Also, at closing of the transaction, as part of consideration, Crane will deposit $20 million funds in general escrow and certain funds in Venezuela escrow. The consideration is subject to adjustments including Crane Currency’s net working capital, cash, the assumption by Crane of certain debt-like items, and Crane Currency’s transaction expenses. Crane Co. intends to finance the acquisition through a combination of cash on hand and additional debt. Crane has also entered into a commitment letter (the “Commitment Letter”) with Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (together, “Wells Fargo”) pursuant to which Wells Fargo will provide $350 million of debt financing, subject to the terms and conditions thereof. On completion, Crane Currency will operate as a wholly owned subsidiary of Crane. In the event of termination, Crane Currency will be liable to pay a termination fee of $36 million. On December 20, 2017, Crane entered into a new $200 million 3 year term loan credit agreement with Wells Fargo Bank, National Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and BMO Harris Bank N.A., HSBC Bank USA, N.A. and TD Bank, N.A. as documentation agents. The proceeds will be partially used to fund the transaction. The officers of Crane Currency immediately prior to the closing shall be the initial officers of Crane Currency, each to hold office in accordance with the articles of organization and bylaws of Crane Currency. The deal is subject to the approval of the shareholders of Crane Currency, HSR Act approval, regulatory approval, execution of escrow agreements, approval from the lenders, dissenters’ rights limited, resignations of the employees, officers and members of the Boards of Directors of Crane Currency and satisfaction of customary conditions. The Boards of Directors of Crane and Crane Currency have unanimously approved the transaction. The holders of certain shares of Crane Currency have entered into an unconditional shareholder support agreement with Crane; such shareholders shall vote their shares of Crane Currency in favor of the merger and the transactions. The 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 deal is expected to close in early first quarter of 2018. The acquisition is expected to be accretive to EPS by $0.15 in the first full year post-closing, increasing to approximately $1 by 2021 for Crane. On December 19, 2017, the transaction received early termination of antitrust approval waiting period. Weild &Co ,LLc acts as financial advisor to Lindsay GoldbergLLC and his partner and team member are Glenn West and David Gail David J. Malliband and William Rowe of Baker & McKenzie LLP acted as legal advisors for Crane. Jeff Stein of Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisor for Crane Currency. Goldman Sachs & Co. LLC acted as broker for Crane Currency. SunTrust Bank acted as escrow agent in the transaction. Stephanie Teicher, David Friedman and Michael Zeidel of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for Crane Co. Glenn D. West and Mark Schwed of weil acted as legal advisor to Lindsay Goldberg LLC. Crane Co. (NYSE:CR) completed the acquisition of Crane & Co., Inc. from Lindsay Goldberg, members of the Crane family and other shareholders on January 10, 2018.