| Confidential Treatment Requested by Crane Company Pursuant to 17 C.F.R. § 200.83
SKADDEN, ARPS, SLATE, MEAGHER & FLOMLLP ONE MANHATTANWEST NEWYORK,NY 10001
TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com
December 9, 2022 |
FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO |
CONFIDENTIAL SUBMISSION VIA EDGAR
Office of Manufacturing
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Beverly Singleton |
Ernest Greene |
Jennifer Angelini |
Jay Ingram |
| Re: | Crane Company |
Amendment No. 2 to Draft Registration Statement on Form 10-12B |
Submitted November 23, 2022 |
CIK No. 0001944013 |
Ladies and Gentlemen:
Crane Company (the “Company”) hereby provides responses, which are being submitted on a confidential basis, to the comment received from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in the comment letter dated December 7, 2022 (the “Comment Letter”) with respect to the above-referenced Amendment No. 2 to Draft Registration Statement on Form 10 (the “Registration Statement”) of the Company. In response to the comment set forth in the Comment Letter, the Company will revise the Registration Statement. The Registration Statement relates to the proposed distribution by Crane Holdings, Co. (“Crane Holdings, Co.”) to its stockholders of 100% of the outstanding shares of common stock of the Company.
Office of Manufacturing
Division of Corporation Finance
Securities and Exchange Commission
December 9, 2022
Page 2
The Company will publicly file the Registration Statement and all non-public draft submissions thereof at least 15 days prior to the requested effective date of the Registration Statement.
The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comment in bold and italics below. Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions (unless otherwise stated) correspond to the page numbers and captions in the Registration Statement.
Amendment No. 2 to Draft Registration Statement on Form 10-12B
Crane Holdings, Co. – Unaudited Condensed Consolidated Interim Financial Statements Condensed Consolidated Statements of Cash Flows, page F-6
| 1. | Please reconcile the amount of loss on divestiture of asbestos-related assets and liabilities of $148.9 million during the nine months ended September 30, 2022 with the $162.4 million shown in the statements of operations on page F-2. We note disclosure on page F-21, the difference represents $13.5 million of transaction costs. Please also disclose where you have reflected the transaction costs in the financial statements. Similar reconciliation and disclosure also applies to the statements of cash flows for Crane Company at page F-86 and discussion on page F-98. Please advise or revise as appropriate. |
Response: The Company respectfully acknowledges the Staff’s comment and notes that the reconciliation of the non-cash portion of the loss on the transaction ($148.9 million) and the total loss on the transaction ($162.4 million) is presented in footnote 10 on page F-21. Transaction costs of $13.5 million were paid in cash in the period presented, and therefore, they do not represent a reconciling item and are not added back to Net Income in the Statements of Cash Flows on page F-6. To provide further clarity in the financial statements, the Company will revise in a subsequent amendment to the Registration Statement the Statements of Cash Flows on page F-6 to rename the “Loss on divestiture of asbestos-related assets and liabilities” as “Non-cash loss on divestiture of asbestos related assets and liabilities.” The Company will make a similar revision to the Statements of Cash Flows of Crane Company that appear on page F-86. |
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Office of Manufacturing
Division of Corporation Finance
Securities and Exchange Commission
December 9, 2022
Page 3
We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (212) 735-2660 or annbeth.stebbins@skadden.com.
Very truly yours,
/s/ Ann Beth Stebbins
Ann Beth Stebbins
| cc: | Max H. Mitchell |
President and Chief Executive Officer
Crane Company
Richard A. Maue
Senior Vice President and Chief Financial Officer
Crane Company
Anthony M. D’Iorio
Senior Vice President, General Counsel and Secretary
Crane Company
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