Item 1.01 Entry Into a Material Definitive Agreement.
On April 3, 2023, Crane NXT, Co., which, prior to the Name Change (as defined
below) was known as Crane Holdings, Co. ("Crane NXT"), entered into definitive
agreements with Crane Company, a then wholly-owned subsidiary of Crane NXT
("Crane Company"). The definitive agreements were entered into in connection
with Crane NXT's previously announced plan to separate into two independent,
publicly-traded companies, in a transaction in which Crane NXT will retain its
Payment & Merchandising Technologies segment and spin-off its Aerospace &
Electronics, Process Flow Technologies and Engineered Materials segments to
Crane NXT's stockholders (the "Spin-Off"). The definitive agreements entered
into between Crane NXT and Crane Company in connection with the Spin-Off set
forth the terms and conditions of the Spin-Off and provide a framework for Crane
NXT's relationship with Crane Company following the Spin-Off, including the
allocation between Crane NXT and Crane Company of Crane NXT's and Crane
Company's assets, liabilities and obligations attributable to periods prior to,
at and after the Spin-Off. These agreements include the Separation and
Distribution Agreement (as described below), which contains certain key
provisions related to the Spin-Off, as well as a Transition Services Agreement,
a Tax Matters Agreement, an Employee Matters Agreement and an Intellectual
Property Matters Agreement (each, as described below) (collectively, the
"Separation Agreements").
Separation and Distribution Agreement
On April 3, 2023, Crane NXT and Crane Company entered into a Separation and
Distribution Agreement that sets forth, among other things, the agreements
between Crane NXT and Crane Company regarding the principal transactions
necessary to effect the Spin-Off. It also sets forth other agreements that
govern certain aspects of Crane NXT's ongoing relationship with Crane Company
after the completion of the Spin-Off. A summary of certain important terms and
conditions of the Separation and Distribution Agreement can be found in the
section entitled "Certain Relationships and Related Party
Transactions-Agreements with Crane Holdings, Co. / Crane NXT, Co.-The Separation
and Distribution Agreement" in Crane Company's Information Statement (the
"Information Statement"), which is included as Exhibit 99.1 to Crane NXT's
Current Report on Form 8-K that was filed with the U.S. Securities and Exchange
Commission (the "SEC") on March 8, 2023. Such summary is incorporated into this
Item 1.01 by reference as if restated in full.
The foregoing description of the Separation and Distribution Agreement does not
purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Separation and Distribution Agreement, a copy of which is filed
as Exhibit 2.1 hereto and is incorporated into this Item 1.01 by reference.
Transition Services Agreement
On April 3, 2023, Crane NXT and Crane Company entered into a Transition Services
Agreement to provide for the transition of Crane Holdings, Co. into two
independent, publicly-traded companies (Crane NXT and Crane Company), and to
allow each party time to replace certain assets and employees that have been
. . .
Item 1.02 Termination of a Material Definitive Agreement.
On March 31, 2023, Crane NXT terminated in full and prepaid all outstanding
amounts then due and owing under its $650 million revolving credit facility,
dated as of July 28, 2021 (as amended by that certain Amendment No. 1, dated as
of May 16, 2022), among Crane NXT, CR Holdings C.V., each lender party thereto
and JPMorgan Chase Bank, N.A. (the "5-Year Revolving Credit Facility"), and its
364-day credit agreement, dated as of August 11, 2022, among Crane NXT, the
lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent
(the "364-Day Term Loan Facility").
On March 31, 2023, in connection with the termination of the 5-Year Revolving
Credit Facility and the 364-Day Term Loan Facility, Crane NXT also terminated
its commercial paper program, without penalty. At the time the commercial paper
program was terminated, Crane NXT had no commercial paper outstanding.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Immediately prior to the consummation of the Spin-Off, Crane Company was a
wholly-owned subsidiary of Crane NXT. Effective as of 5:00 p.m. New York City
time on April 3, 2023 (the "Distribution Date"), Crane NXT completed the
Spin-Off through a pro rata distribution to holders of record of Crane NXT's
common stock, par value $1.00 per share ("Crane NXT Common Stock"), as of
5:00 p.m. New York City time on March 23, 2023 (the "Record Date"), of one share
of Crane Company's common stock, par value $1.00 per share ("Crane Company
Common Stock"), for every one share of Crane NXT Common Stock held by such Crane
NXT stockholders as of the Record Date (the "Distribution"). Crane Company is
now an independent public company and expects that Crane Company Common Stock
will commence trading "regular way" under the symbol "CR" on the New York Stock
Exchange (the "NYSE") on April 4, 2023, which is the next trading day following
the Distribution Date. Immediately following the Spin-Off, Crane NXT completed
the Name Change, and Crane NXT expects that, on April 4, 2023, Crane NXT Common
Stock will cease trading under the ticker symbol "CR" and will commence trading
under its new symbol "CXT" on the NYSE on April 4, 2023, which is the next
trading day following the Distribution Date. Crane NXT did not issue fractional
shares of Crane Company Common Stock in connection with the Distribution.
Following the Spin-Off, Crane NXT does not beneficially own any shares of Crane
Company Common Stock and will no longer consolidate Crane Company within Crane
NXT's financial results.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously reported, on March 17, 2023, Crane NXT entered into a credit
agreement (the "Credit Agreement") with a syndicate of banks, including a
$350 million senior secured term loan facility (the "Term Loan"). Crane NXT's
obligations under the Credit Agreement are guaranteed by certain of Crane NXT's
wholly-owned domestic subsidiaries and secured by a lien on substantially all of
the tangible and intangible assets of Crane NXT and such subsidiaries, in each
case, subject to materiality thresholds and other exceptions and exclusions
customary for credit facilities of this type. At the closing of the Credit
Agreement, Crane NXT did not borrow any funds under the Credit Agreement. On
March 31, 2023, Crane NXT drew down the full $350 million available under the
Term Loan. Crane NXT used the proceeds from the Term Loan to pay in full all
principal, interest, fees and other amounts due or outstanding under the 364-Day
Term Loan Facility. Crane NXT also used the proceeds from the Term Loan to pay
fees and expenses incurred in connection with transactions related to the
Spin-Off and, to the extent of any remaining proceeds after the foregoing
application, for general corporate purposes of Crane NXT.
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The description of the Credit Agreement is set forth under Item 1.01 in Crane
NXT's Current Report on Form 8-K filed with the SEC on March 20, 2023 (the
"Prior Financing 8-K"), which description is incorporated into this Item 2.03 by
reference. In addition, the Credit Agreement was filed as Exhibit 10.1 to the
Prior Financing 8-K and is incorporated into this Item 2.03 by reference.
The information set forth under the section titled "Collateral Agreement" in
Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03
by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under the section titled "Collateral Agreement" in
Item 1.01 of this Current Report on Form 8-K and the section titled "Amended and
Restated By-laws" in Item 5.03 of this Current Report on Form 8-K are
incorporated into this Item 3.03 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation and Appointment of Directors
Effective as of the consummation of the Spin-Off on April 3, 2023, each of
Martin R. Benante, Ronald C. Lindsay, Charles G. McClure, Jr. and Jennifer M.
Pollino resigned from his or her position as a director on Crane NXT's Board of
Directors (the "Crane NXT Board"), including the committees of the Crane NXT
Board of which he or she was a member. Each of Martin R. Benante, Ronald C.
Lindsay, Charles G. McClure, Jr. and Jennifer M. Pollino became directors of
Crane Company as of March 28, 2023.
Effective as of the consummation of the Spin-Off on April 3, 2023, each of Aaron
W. Saak, William Grogan and Cristen Kogl was appointed to serve as an additional
director on the Crane NXT Board until the next annual meeting of Crane NXT's
stockholders. Biographical information for each of Aaron W. Saak, William Grogan
and Cristen Kogl is provided below:
• Aaron Saak: A biography for Aaron W. Saak was included in Crane NXT's
Current Report on Form 8-K filed with the SEC on October 20, 2022 and is
incorporated into this Item 5.02 by reference.
• William Grogan: William Grogan serves as Senior Vice President and Chief
Financial Officer of IDEX Corp. ("IDEX"), which he joined more than a
decade ago. Prior to becoming Chief Financial Officer, Mr. Grogan was the
finance leader of all operations for IDEX, spanning a global
manufacturing footprint that creates mission-critical components for a
wide range of markets. Mr. Grogan previously led store operations finance
for Walgreens. Mr. Grogan has extensive financial expertise acquired as a
public company chief financial officer, including significant experience
in strategic planning and mergers and acquisitions, along with a history
of optimizing capital deployment through a disciplined acquisition
strategy and a consistent philosophy of returning funds to shareholders.
• Cristen Kogl: Cristen Kogl has more than 30 years of legal experience,
serving as Chief Legal Officer, General Counsel and Corporate Secretary
at Zebra Technologies. Ms. Kogl joined Zebra Technologies in 2015 having
previously served as Executive Vice President and General Counsel of
National Express LLC and in legal roles with a number of additional
corporations. Ms. Kogl has operational and organizational expertise from
managing global legal and compliance teams, with experience in mergers &
acquisitions, intellectual property, U.S. public company governance and
SEC regulations, executive compensation, commercial contracting,
enterprise risk management, litigation management, labor relations,
government affairs and compliance functions.
Effective as of the consummation of the Spin-Off on April 3, 2023, the Crane NXT
Board consists of John S. Stroup, James L. L. Tullis, Max H. Mitchell, Michael
Dinkins, Ellen McClain, Aaron W. Saak, William Grogan and Cristen Kogl, with
John S. Stroup serving as the chairman of the Crane NXT Board.
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Also, effective as of the consummation of the Spin-Off on April 3, 2023:
• William Grogan was appointed as an additional member of the audit
committee of the Crane NXT Board (the "Audit Committee"). Effective as of
the consummation of the Spin-Off on April 3, 2023, the Audit Committee
consists of John S. Stroup, Michael Dinkins and William Grogan, with
Michael Dinkins serving as the chair of the Audit Committee.
• Cristen Kogl was appointed as an additional member of the management
organization and compensation committee of the Crane NXT Board (the
"Compensation Committee"). Effective as of the consummation of the
Spin-Off on April 3, 2023, the Compensation Committee consists of Ellen
McClain, James L. L. Tullis and Cristen Kogl, with Ellen McClain serving
as the chair of the Compensation Committee.
• Cristen Kogl, Ellen McClain and James L. L. Tullis were appointed as
additional members of the nominating and governance committee of the
Crane NXT Board ("Nominating Committee"). Effective as of the
consummation of the Spin-Off on April 3, 2023, the Nominating Committee
consists of Cristen Kogl, Michael Dinkins, Ellen McClain and James L. L.
Tullis, with James L. L. Tullis serving as the chair of the Nominating
Committee.
• John S. Stroup, Michael Dinkins and Aaron W. Saak were appointed as
members of the executive committee of the Crane NXT Board (the "Executive
Committee"). Effective as of the consummation of the Spin-Off on April 3,
2023, the Executive Committee consists of John S. Stroup, Michael Dinkins
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Certificate of Amendment to the Certificate of Incorporation
On April 3, 2023, Crane NXT filed a Certificate of Amendment (the "Certificate
of Amendment") to Crane NXT's Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") with the Secretary of State of the State of
Delaware, which became effective as of immediately following the consummation of
the Spin-Off, pursuant to which Crane NXT changed its name from "Crane Holdings,
Co." to "Crane NXT, Co." (the "Name Change"). Pursuant to Section 242(b)(1) of
the General Corporation Law of the State of Delaware (the "DGCL"), the Name
Change was approved by the Crane NXT Board, did not require approval of Crane
NXT's stockholders and will not affect the rights of Crane NXT's security
holders.
The foregoing description of the Certificate of Amendment and Certificate of
Incorporation does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Certificate of Amendment and
Certificate of Incorporation, copies of which are filed as Exhibits 3.1 and 3.2,
respectively, hereto and are incorporated into this Item 5.03 by reference.
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Amended and Restated By-laws
In addition, on April 3, 2023, the by-laws of Crane NXT were amended and
restated (the "Amended and Restated By-laws"), effective as of the Spin-Off. The
purpose of this amendment and restatement was to update certain procedural
requirements related to nominations for the election of directors to the Crane
NXT Board, adopt an exclusive forum provision and effect certain administrative
and other changes, including to reflect recent changes to the DGCL.
• The Amended and Restated By-laws have been amended to provide that
stockholder nominations of directors must comply with Rule 14a-19 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Among other things, a stockholder's notice regarding the nomination of a
director at a stockholders meeting must include, among other things, the
information required by Rule 14a-19 of the Exchange Act and a stockholder
providing such notice must agree to update and supplement its notice to
provide evidence that the stockholder has solicited proxies from holders
representing at least sixty-seven percent (67%) of the voting power of
the shares entitled to vote in the election of directors and to provide
such update prior to the deadline set forth in Article II, Section 12 of
the Amended and Restated By-laws.
• The Amended and Restated By-laws have been amended to include a new
provision which provides that, subject to certain exceptions, unless
Crane NXT consents in writing to the selection of an alternative forum,
the Court of Chancery of the State of Delaware will be the sole and
exclusive forum for (i) any derivative action or proceeding brought on
behalf of Crane NXT, (ii) any action asserting a claim of breach of a
duty (including breach of any fiduciary duty) owed by any current or
former director, officer, stockholder, employee or agent of Crane NXT to
Crane NXT or Crane NXT's stockholders, (iii) any action asserting a claim
against Crane NXT or any current or former director, officer,
stockholder, employee or agent of Crane NXT arising out of or relating to
any provision of the DGCL, the Certificate of Incorporation or the
Amended and Restated By-laws (each, as in effect from time to time) or
(iv) any action asserting a claim against Crane NXT or any current or
former director, officer, stockholder, employee of agent of Crane NXT
governed by the internal affairs doctrine of the State of Delaware.
• The Amended and Restated By-laws provide that, at any meeting of
stockholders, the chairman of such meeting or the Crane NXT Board may
adjourn such meeting. Previously, a vote of the holders of a majority of
Crane NXT's shares present at such meeting was required to adjourn a
meeting of stockholders. The Amended and Restated By-laws also contain
provisions about notices, if any, that may be required in connection with
an adjourned or postponed meeting of stockholders and lists of
stockholders entitled to vote at meetings of stockholders.
• The Amended and Restated By-laws provide that a stockholder may authorize
another person to act as a proxy for such stockholder, but limits the
proxy to three years unless such proxy provides for a longer period of
time.
• The Amended and Restated By-laws clarify that stockholder meetings may be
held solely by means of remote communication in the manner authorized by
the DGCL.
The Amended and Restated By-laws also contain changes of a technical or
conforming nature to several other sections, including to reflect the Name
. . .
Item 8.01 Other Events
Press Releases
On March 28, 2023, Crane NXT issued a press release announcing, among other
things, the board of directors and executive leadership team of Crane Company
following the Spin-Off (the "Crane Company Leadership Press Release"). A copy of
the Crane Company Leadership Press Release is attached as Exhibit 99.1 hereto
and is incorporated into this Item 8.01 by reference.
On March 28, 2023, Crane NXT issued a press release announcing, among other
things, the board of directors and executive leadership team of Crane NXT
following the Spin-Off (the "Crane NXT Leadership Press Release"). A copy of
Crane NXT Leadership Press Release is attached as Exhibit 99.2 hereto and is
incorporated into this Item 8.01 by reference.
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On April 3, 2023, Crane NXT issued a press release (the "Spin-Off Press
Release") announcing, among other things, the consummation of the Spin-Off. A
copy of the Spin-Off Press Release is attached as Exhibit 99.3 hereto and is
incorporated into this Item 8.01 by reference.
Receipt of Dividend
On April 3, 2023, prior to the consummation of the Spin-Off, Crane Company paid
a dividend to Crane NXT in the amount of $275 million.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses or funds acquired.
The Audited Combined Carve-Out Financial Statements of Crane NXT (A Business of
Crane Holdings, Co.) as of December 31, 2022 and 2021 and for the years ended
December 31, 2022, 2021 and 2020, are attached as Exhibit 99.4 hereto and are
incorporated into this Item 9.01(a) by reference.
Due to Crane Company's larger operations, greater tangible assets, greater fair
value and greater net sales, in each case, relative to Crane NXT, Co., among
other factors, Crane Company will be treated as the "accounting spinnor" and
therefore will be the "accounting successor" to Crane Holdings, Co. for
accounting purposes, notwithstanding the legal form of the Spin-Off. Therefore,
following the Spin-Off, the historical consolidated financial statements of
Crane Company will reflect the historical consolidated financial statements of
Crane Holdings, Co., and Crane NXT, Co.'s historical financial statements are
comprised solely of combined carve-out financial statements representing only
those operations, assets, liabilities and equity of Crane NXT, Co., on a
stand-alone basis derived from the consolidated financial statements and
accounting records of Crane Holdings, Co. Accordingly, the historical financial
information incorporated into this Item 9.01(a) does not necessarily reflect the
financial condition, results of operations or cash flows that Crane NXT, Co.
would have achieved as a separate, publicly traded company during the periods
presented, nor does it necessarily reflect those that Crane NXT, Co. will
achieve in the future.
(d) Exhibits.
Exhibit
No. Description
2.1 Separation and Distribution Agreement, dated as of April 3, 2023, by
and between Crane Holdings, Co. and Crane Company*
3.1 Certificate of Amendment to the Certificate of Incorporation of
Crane NXT, Co., dated as of April 3, 2023
3.2 Amended and Restated Certificate of Incorporation of Crane NXT, Co.,
dated as of May 16, 2022
3.3 Amended and Restated By-laws of Crane NXT, Co., dated as of April 3,
2023
10.1 Transition Services Agreement, dated as of April 3, 2023, by and
between Crane Holdings, Co. and Crane Company*
10.2 Tax Matters Agreement, dated as of April 3, 2023, by and between
Crane Holdings, Co. and Crane Company
10.3 Employee Matters Agreement, dated as of April 3, 2023, by and
between Crane Holdings, Co. and Crane Company*
10.4 Intellectual Property Matters Agreement, dated as of April 3, 2023,
by and between Crane Holdings, Co. and Crane Company*
10.5 Collateral Agreement, dated as of March 31, 2023, by and among Crane
Holdings, Co., the subsidiary grantors thereto and JPMorgan Chase,
N.A., as administrative agent*
99.1 Press Release of Crane NXT, Co., dated March 28, 2023
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99.2 Press Release of Crane NXT, Co., dated March 28, 2023
99.3 Press Release of Crane NXT, Co., dated April 3, 2023
99.4 Audited Combined Carve-Out Financial Statements of Crane NXT (A Business
of Crane Holdings, Co.)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Registrant agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon
request.
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