On January 23, 2023, Crane Company (“Crane Company”), a wholly-owned subsidiary of Crane Holdings, Co. (the “Company”), filed an amendment to its Registration Statement on Form 10 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) 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. A copy of the amendment to the Registration Statement is accessible by searching for filings by Crane Company (CIK: 0001944013) on the SEC’s Edgar reporting system, which can be found at http://www.sec.gov/edgar/searchedgar/companysearch.html. A copy can also be found on the Company’s website at https://www.craneco.com under “Financial Reports and Filings” under the Investors tab.
As further described in the Registration Statement, the Company’s board of directors has declared a distribution to the Company’s stockholders of one share of Crane Company 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. Upon completion of, and subject to, the distribution, the Company will be renamed to “Crane NXT, Co.” and it is expected that, beginning on April 4, 2023, the Company will trade on the New York Stock Exchange (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, including the SEC having declared effective the Registration Statement, as set forth in the form of Separation and Distribution Agreement filed with the SEC as part of the Registration Statement.
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.
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.
2
