UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 10, 2023 (
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
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 1.01 | Entry Into a Material Definitive Agreement. |
On October 3, 2023 (the “First Amendment Effective Date”), Crane Company (the “Company”), a Delaware corporation, entered into that certain incremental facility and amendment agreement (the “Amendment”), among the Company, as borrower, CR Holdings, C.V., a wholly-owned subsidiary of the Company, as a subsidiary borrower, the subsidiaries of the Company party thereto as guarantor, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
The Amendment amends the Company’s existing credit agreement, dated as of March 17, 2023 (as amended and as otherwise modified and in effect immediately prior to the effectiveness of the Amendment, the “Existing Credit Agreement”), to, among other things, (a) establish incremental revolving commitments in an aggregate amount of US $300,000,000 and (b) refresh the incremental capacity under the Existing Credit Agreement, as amended by the Amendment. The aggregate amount of the lenders’ revolving commitments as of First Amendment Effective Date, after giving effect to the Amendment, is US $800,000,000.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.
| ITEM 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Exhibit | |
| 10.1 | Incremental Facility and Amendment Agreement, dated as of October 3, 2023, among Crane Company, a Delaware corporation, CR Holdings, C.V., a Dutch limited partnership (commanditaire vennootschap), the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules 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 to the U.S. Securities and Exchange Commission upon request. |
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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 COMPANY | ||||||
| October 10, 2023 | ||||||
| By: | /s/ Anthony M. D’Iorio | |||||
| Name: | Anthony M. D’Iorio | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
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