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):
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
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(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) |
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
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| ITEM 1.01 | Entry into a Material Definitive Agreement. |
On May 16, 2022, Crane Co., a Delaware corporation and the predecessor-by-conversion to Crane LLC (as defined below) (“Crane Co.”), completed its previously announced Reorganization Merger (as defined below and described further in Item 2.01), the Conversion (as defined below and described further in Item 5.03) and the Distribution (as defined below and described further in Item 2.01). In connection therewith, Crane Co. entered into Amendment No. 1, dated as of May 16, 2022 (the “Amendment”), by and among Crane Co. (the “Prior Credit Agreement Party”), Crane Holdings, Co., a Delaware corporation (“Crane Holdings”), CR Holdings C.V., a Dutch limited partnership and a wholly-owned subsidiary of Crane Co. (the “Dutch Borrowing Subsidiary”), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which amends that certain 5-Year Revolving Credit Agreement, dated as of July 28, 2021 (the “Existing Revolving Credit Agreement”), by and among the Prior Credit Agreement Party, the Dutch Borrowing Subsidiary, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and pursuant to which, among other things (i) Crane Holdings assumed all of the rights and obligations of the Prior Credit Agreement Party under the Existing Revolving Credit Agreement and (ii) the Prior Credit Agreement Party assigned to Crane Holdings, and was released from, all of the Prior Credit Agreement Party’s rights and obligations under the Existing Revolving Credit Agreement, in each case, effective as of the effective time of the Distribution.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.
| ITEM 2.01 | Completion of Acquisition or Disposition of Assets. |
On May 16, 2022, Crane Co. completed its previously announced reorganization merger pursuant to the Agreement and Plan of Merger, dated as of February 28, 2022 (the “Reorganization Agreement”), by and among Crane Co., Crane Holdings and Crane Transaction Company, LLC, a Delaware limited liability company and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Crane Holdings (“Merger Sub”). The Reorganization Agreement provided for the merger of Crane Co. and Merger Sub, with Crane Co. surviving the merger as a wholly-owned subsidiary of Crane Holdings (the “Reorganization Merger”). The Reorganization Agreement was approved and adopted by Crane Co.’s stockholders at Crane Co.’s Annual Meeting of Stockholders, which was held on May 16, 2022.
At the effective time of the Reorganization Merger, all of the issued and outstanding shares of Crane Co.’s common stock, par value $1.00 per share (“Crane Co. Common Stock”), other than treasury shares (which were cancelled), were converted automatically on a one-for-one basis into shares of Crane Holdings common stock, par value $1.00 per share (“Crane Holdings Common Stock”), and, as a result, the current stockholders of Crane Co. automatically became stockholders of Crane Holdings, holding the same number and percentage of shares of Crane Holdings Common Stock as they held of Crane Co. Common Stock as of immediately prior to the Reorganization Merger.
In addition, at the effective time of the Reorganization Merger, (i) each outstanding option to purchase shares of Crane Co. Common Stock was adjusted automatically into an option to acquire, at the same exercise price, an identical number of shares of Crane Holdings Common Stock and (ii) each outstanding restricted share unit, performance-based restricted share unit and deferred stock unit, in each case, for shares of Crane Co. Common Stock was adjusted automatically into a corresponding restricted share unit, performance-based restricted share unit and deferred stock unit, respectively, for an identical number of shares of Crane Holdings Common Stock. Except as set forth in the prior sentence, all such equity awards continue to have the same terms and conditions as applied immediately prior to the Reorganization Merger.
In connection with the Reorganization Merger, Crane Holdings replaced Crane Co. as the publicly-held corporation traded on the New York Stock Exchange (the “NYSE”). It is currently expected that, on May 17, 2022, shares of Crane Holdings Common Stock will commence trading under the current Crane Co. ticker symbol “CR” on the NYSE.
The directors and executive officers of Crane Holdings immediately following the completion of the Reorganization Merger are the same individuals who were directors and executive officers, respectively, of Crane Co. as of immediately prior to the Reorganization Merger.
Upon completion of the Reorganization Merger, Crane Holdings Common Stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder and, for purposes of Rule 12g-3(a), Crane Holdings is the successor issuer to Crane Co. Future filings by Crane Holdings with the United States Securities and Exchange Commission (the “SEC”) will be filed by Crane Holdings under Crane Co.’s existing CIK number: 0000025445.
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The foregoing description of the Reorganization Agreement is not complete and is qualified in its entirety by reference to the Reorganization Agreement, a copy of which was filed as Exhibit 2.1 to Crane Co.’s Current Report on Form 8-K filed with the SEC on March 1, 2022.
Following the Reorganization Merger, Crane Co. (which, as a result of the Reorganization Merger, became a wholly-owned subsidiary of Crane Holdings) converted from a Delaware corporation into a Delaware limited liability company named “Crane LLC” (the “Conversion” and, together with the Reorganization Merger, the “Reorganization”). Following the Reorganization, substantially all of the assets of Crane LLC were distributed, assigned, transferred, conveyed and delivered to, and related liabilities of Crane LLC were assumed by, Crane Holdings (the “Distribution”).
| ITEM 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 6, 2022, Crane Co. notified the NYSE that each issued and outstanding share of Crane Co. Common Stock would be converted into one share of Crane Holdings Common Stock, effective as of the effective time of the Reorganization Merger, and requested that the NYSE (i) suspend trading of Crane Co. Common Stock, and commence trading of Crane Holdings Common Stock, as of the opening of trading on the NYSE on Tuesday, May 17, 2022 and (ii) file with the SEC an application on Form 25 to report that Crane Co. Common Stock is no longer listed on the NYSE. It is expected that, as of the opening of trading on the NYSE on May 17, 2022, the NYSE will have (a) suspended trading of Crane Co. Common Stock and shares of Crane Holdings Common Stock will commence trading on the NYSE under the ticker symbol “CR” and (b) filed a Form 25 with the SEC to report that Crane Co. Common Stock is no longer listed on the NYSE.
| ITEM 3.03 | Material Modification to Rights of Security Holders. |
In connection with the completion of the Reorganization Merger, at the effective time of the Reorganization Merger, all of the issued and outstanding shares of Crane Co. Common Stock, other than treasury shares (which were cancelled), were converted automatically on a one-for-one basis into shares of Crane Holdings Common Stock. In addition, (i) each outstanding option to purchase shares of Crane Co. Common Stock was adjusted automatically into an option to acquire, at the same exercise price, an identical number of shares of Crane Holdings Common Stock and (ii) each outstanding restricted share unit, performance-based restricted share unit and deferred stock unit, in each case, for shares of Crane Co. Common Stock was adjusted automatically into a corresponding restricted share unit, performance-based restricted share unit and deferred stock unit, respectively, for an identical number of shares of Crane Holdings Common Stock.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
| ITEM 5.01 | Change in Control of Registrant. |
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 16, 2022, as of immediately following the effective time of the Reorganization Merger, the directors and executive officers of Crane Co. immediately prior to the Reorganization Merger were appointed to the same respective positions with Crane Holdings. Each of the directors of Crane Co. was appointed to serve on the same committees of the board of directors of Crane Holdings as such director had served on for the board of directors of Crane Co. immediately prior to the Reorganization Merger.
Pursuant to the Reorganization Agreement, the directors of Crane Co. immediately following the consummation of the Reorganization Merger, but prior to the completion of the Conversion, were Richard A. Maue and Anthony M. D’Iorio. Upon consummation of the Conversion, Crane LLC became managed by its sole member, Crane Holdings.
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| ITEM 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 16, 2022, following the effective time of the Reorganization Merger, Crane Co. filed a Certificate of Conversion (the “Certificate of Conversion”) with the Secretary of State of the State of Delaware (the “Delaware Secretary”), which became effective upon filing, pursuant to which Crane Co. converted from a Delaware corporation to a Delaware limited liability company named “Crane LLC”. In connection with the Conversion, the Certificate of Formation of Crane LLC (the “Certificate of Formation”) was filed with the Delaware Secretary, which became effective upon filing, and Crane LLC adopted that certain Limited Liability Company Agreement of Crane LLC, dated as of May 16, 2022 (the “Limited Liability Company Agreement”).
The foregoing description is not complete and is qualified in its entirety by reference to the Certificate of Conversion, Certificate of Formation and Limited Liability Company Agreement, copies of which are filed as Exhibits 3.1, 3.2 and 3.3, respectively, hereto and incorporated into this Item 5.03 by reference.
| ITEM 8.01 | Other Events. |
Supplemental Indentures
On May 16, 2022, upon the consummation of the Distribution and pursuant to the terms of (i) the Indenture, dated as of December 13, 2013 (as the same may be amended, modified or restated from time to time, the “2023 Indenture”), between Crane Co., as issuer (the “Issuer”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association and The Bank of New York Mellon), as trustee (the “Trustee”), providing for the issuance of the 4.45% Senior Notes due 2023 (the “2023 Notes”), (ii) the Indenture, dated as of April 1, 1991 (as the same may be amended, modified or restated from time to time, the “2036 Indenture”), between the Issuer and the Trustee (as successor in interest to U.S. Bank National Association and The Bank of New York), providing for the issuance of the 6.55% Senior Notes due 2036 (the “2036 Notes”) and (iii) the Indenture, dated as of February 5, 2018 (as the same may be amended, modified or restated from time to time) (collectively with the 2023 Indenture and the 2036 Indenture, the “Indentures”), between the Issuer and the Trustee (as successor in interest to U.S. Bank National Association), providing for the issuance of the 4.20% Senior Notes due 2048 (collectively with 2023 Notes and 2036 Notes, the “Notes”), Crane Holdings and the Trustee entered into a supplemental indenture to each Indenture (each, a “Supplemental Indenture”) in order to assume all of the Issuer’s rights and obligations, and succeed to all of the Issuer’s obligations, under each Indenture and the Notes.
Commercial Paper Program
On May 16, 2022, upon the consummation of the Distribution, Crane Holdings entered into an agreement with the financial institutions acting as dealers and as issuing and paying agent under the Crane Co., as issuer (the “Commercial Paper Issuer”), commercial paper program (the “Program”), pursuant to which such parties acknowledged and agreed to the assumption, as of the effective time of the Distribution, by Crane Holdings of all of the Commercial Paper Issuer’s rights and obligations under the Program.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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| 3.2 | Certificate of Formation of Crane LLC, dated May 16, 2022 | |
| 3.3 | Limited Liability Company Agreement of Crane LLC, dated May 16, 2022 | |
| 10.1 | Amendment No. 1, dated as of May 16, 2022, by and among Crane Co., Crane Holdings, Co., CR Holdings C.V., 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) | |
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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 CO. | ||||||
| May 16, 2022 | ||||||
| By: | /s/ Anthony M. D’Iorio | |||||
| Name: | Anthony M. D’Iorio | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
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Exhibit 3.1
CERTIFICATE OF CONVERSION
FROM A CORPORATION
TO A LIMITED LIABILITY COMPANY
OF
CRANE CO.
Pursuant to Sections 18-204 and 18-214 of the
Delaware Limited Liability Company Act
and Section 266 of the
General Corporation Law of the State of Delaware
May 16, 2022
1. The name of the corporation immediately prior to the filing of this certificate of conversion (this “Certificate of Conversion”) to a limited liability company is Crane Co. The name under which the corporation was originally incorporated is “Crane Delaware Co.”
2. The corporation was originally incorporated on April 3, 1985 under the laws of the State of Delaware. The corporation filed a certificate of merger with the Delaware Secretary of State on May 14, 1985 which changed the name of the corporation to “Crane Co.” The corporation’s jurisdiction of incorporation immediately prior to the filing of this Certificate of Conversion is the State of Delaware.
3. The name of the limited liability company into which the corporation shall be converted, as set forth in its certificate of formation, is Crane LLC.
4. The conversion has been approved in accordance with the provisions of Section 266 of the General Corporation Law of the State of Delaware.
5. This Certificate of Conversion shall be effective immediately upon filing with the Delaware Secretary of State.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion as of the date first set forth above.
| CRANE CO. | ||
| By: | /s/ Anthony M. D’Iorio | |
| Name: Anthony M. D’Iorio | ||
| Title: Secretary | ||
[Signature Page to Certificate of Conversion of Crane Co.]
Exhibit 3.2
CERTIFICATE OF FORMATION
OF
CRANE LLC
May 16, 2022
1. The name of the limited liability company is Crane LLC.
2. The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first set forth above.
| By: | /s/ Anthony M. D’Iorio | |
| Name: Anthony M. D’Iorio | ||
| Title: Authorized Person |
[Signature Page to Certificate of Formation of Crane LLC]
Exhibit 3.3
LIMITED LIABILITY COMPANY AGREEMENT
OF
CRANE LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Crane LLC, a Delaware limited liability company (the “Company”), dated as of May 16, 2022, by Crane Holdings, Co., as the sole member of the Company (the “Member”).
RECITALS
WHEREAS, the Company was formed through the conversion of Crane Co., a corporation originally incorporated in Delaware on April 3, 1985 under the name “Crane Delaware Co.”, into a Delaware limited liability company, effective as of the date hereof, in accordance with the provisions of the General Corporation Law of the State of Delaware and any successor statute, as amended from time to time (the “DGCL”) and the Delaware Limited Liability Company Act and any successor statute, as amended from time to time (the “Act”), and the Member desires to enter into a written agreement, in accordance with the provisions of Section 18-201 of the Act, governing the affairs of the Company and the conduct of its business.
ARTICLE 1
THE LIMITED LIABILITY COMPANY
1.1 Formation. The Company was formed through the conversion of Crane Co., a corporation originally incorporated in Delaware on April 3, 1985 under the name “Crane Delaware Co.”, into a Delaware limited liability company pursuant to the DGCL and the Act. A Certificate of Formation for the Company as described in Section 18-201 of the Act (the “Certificate of Formation”) has been filed with the Office of the Secretary of State of the State of Delaware in conformity with the Act on May 16, 2022. The Member hereby ratifies and confirms the authority of each of Anthony M. D’Iorio and Richard A. Maue as an “authorized person” within the meaning of Section 18-201 and 18-204 of the Act. The preparation, execution and filing of the Certificate of Formation is hereby authorized and ratified in all respects by the Member. The Company and, if required, the Member(s) shall execute or cause to be executed from time to time all other instruments, certificates, notices and documents and shall do or cause to be done all such acts and things as may now or hereafter be required for the conversion, formation, valid existence and, when appropriate, termination of the Company as a limited liability company under the laws of the State of Delaware.
1.2 Name. The name of the Company shall be “Crane LLC” and its business shall be carried on in such name with such variations and changes as the Member shall determine or deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.
1.3 Business Purpose; Powers. The Company is formed for the purpose of engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.
1.4 Registered Office and Agent. The location of the registered office of the Company shall be 1209 Orange Street, Wilmington, County of New Castle, Delaware, 19801. The Company’s registered agent at such address shall be The Corporation Trust Company.
1.5 Term. Subject to the provisions of Article 6 below, the Company shall have perpetual existence.
ARTICLE 2
THE MEMBER
2.1 The Member. The name and address of the Member are as follows:
| Name | Address | |
| Crane Holdings, Co. | 100 First Stamford Place Stamford, Connecticut 06902 |
2.2 Actions by the Member; Meetings. The Member may approve a matter or take any action at a meeting or without a meeting by the written consent of the Member. Meetings of the Member may be called at any time by the Member.
2.3 Liability of the Member. All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.
2.4 Power to Bind the Company. The Member (acting in its capacity as such) shall have the authority to bind the Company to any third party with respect to any matter.
2.5 Admission of Members. Persons or entities may be admitted as members of the Company only upon the prior written approval of the Member.
ARTICLE 3
MANAGEMENT BY THE MEMBER
3.1 Management of the Company. The management of the Company is fully reserved to the Member, and the Company shall not have “managers,” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, who shall make all decisions and take all actions for the Company. In managing the business and affairs of the Company and exercising its powers, the Member shall act through resolutions adopted in written consents. Decisions or actions taken by the Member in accordance with this Agreement shall constitute decisions or action by the Company and shall be binding on the Company.
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3.2 Officers and Related Persons. The Member shall have the authority to appoint and terminate officers of the Company and retain and terminate employees, agents and consultants of the Company and to delegate such duties to any such officers, employees, agents and consultants as the Member deems appropriate, including the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties.
ARTICLE 4
CAPITAL STRUCTURE AND CONTRIBUTIONS
4.1 Capital Structure. The capital structure of the Company shall consist of one class of common interests (the “Common Interests”). All Common Interests shall be identical with each other in every respect. The Member shall own all of the Common Interests issued and outstanding as set forth on Exhibit A.
4.2 Uncertificated Form. The Common Interests shall be issued in an uncertificated form.
4.3 Capital Contributions. From time to time, the Member may determine that the Company requires capital and may make capital contribution(s) in an amount determined by the Member. A capital account shall be maintained for the Member, to which contributions and profits shall be credited and against which distributions and losses shall be charged.
ARTICLE 5
PROFITS, LOSSES AND DISTRIBUTIONS
5.1 Profits and Losses. For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Member. In each year, profits and losses shall be allocated entirely to the Member.
5.2 Distributions. The Member shall determine profits available for distribution and the amount, if any, to be distributed to the Member, and shall authorize and distribute on the Common Interests, the determined amount when, as and if declared by the Member. The distributions of the Company shall be allocated entirely to the Member.
ARTICLE 6
EVENTS OF DISSOLUTION
6.1 Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events (each, an “Event of Dissolution”):
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| (a) | The Member votes for dissolution; or |
| (b) | A judicial dissolution of the Company under Section 18-802 of the Act. |
No other event, including, without limitation, the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member, shall cause the dissolution of the Company; provided, however, that in the event of any occurrence resulting in the termination of the continued membership of the last remaining member of the Company, the Company shall be dissolved unless, within 90 days following such event, the personal representative of the last remaining member agrees in writing to continue the Company and to the admission of such personal representative (or any other person or entity designated by such personal representative) as a member of the Company, effective upon the event resulting in the termination of the continued membership of the last remaining member of the Company.
ARTICLE 7
TRANSFER OF INTERESTS IN THE COMPANY
The Member may sell, assign, transfer, convey, gift, exchange, pledge, hypothecate or otherwise dispose of (“Transfer”) any or all of its Common Interests to any person or entity; provided, however, that such person or entity to whom such Common Interests are Transferred shall be an assignee and shall have no right to participate in the Company’s business and affairs unless and until such person or entity shall be admitted as a member of the Company upon (i) the prior written approval by the Member pursuant to Section 2.5 of this Agreement and (ii) receipt by the Company of a written agreement executed by the person or entity to whom such Common Interests are Transferred agreeing to be bound by the terms of this Agreement.
ARTICLE 8
EXCULPATION AND INDEMNIFICATION
8.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Member, nor any officers, directors, stockholders, partners, members, managers, employees, affiliates, representatives or agents of the Member, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction contemplated hereby or thereby) taken or omitted by a Covered Person in good faith in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided such act or omission does not constitute fraud, willful misconduct or gross negligence.
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8.2 Indemnification. To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it is a Covered Person or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 8.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Member. Expenses incurred in defending any Claim by (y) the Member or any officer, director, stockholder, partner, member, manager, or affiliate of the Member shall be paid by the Company and (z) any other Covered Person may be paid by the Company, but only upon the prior written approval of the Member in its sole and absolute discretion, upon such terms and conditions, if any, as the Member deems appropriate, in each case, in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 8.2.
8.3 Amendments. Any repeal or modification of this Article 8 by the Member shall not adversely affect any rights of such Covered Person pursuant to this Article 8, including the right to indemnification and to the advancement of expenses of a Covered Person, existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE 9
MISCELLANEOUS
9.1 Tax Treatment. Unless otherwise determined by the Member, the Company shall be treated as a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes), and the Member and the Company shall take such actions as may be necessary to maintain such treatment and to refrain from taking any actions inconsistent therewith, including in connection with any audit or examination of the Company or its Members. The Company and each of its partners shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
9.2 Amendments. Amendments to this Agreement and to the Certificate of Formation shall be effective only if approved in writing by the Member. An amendment shall become effective as of the date specified in the approval of the Member or if none is specified as of the date of such approval.
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9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member regarding this Agreement. Otherwise, any invalid or unenforceable provision shall be replaced by the Member with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.
9.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof.
9.5 Limited Liability Company. The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day first above written.
| MEMBER: | ||
| CRANE HOLDINGS, CO. | ||
| By: | /s/ Anthony M. D’Iorio | |
| Name: Anthony M. D’Iorio | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
[Signature Page to the Limited Liability Company Agreement of Crane LLC]
EXHIBIT A
Schedule of Common Interests
As of May 16, 2022
| Member |
Percentage Interest | Common Interests | ||||||
| Crane Holdings, Co. |
100 | % | 100 | |||||
Exhibit 10.1
AMENDMENT NO. 1
AMENDMENT NO. 1, dated as of May 16, 2022 (this “Agreement”), by and among Crane Holdings, Co., a Delaware corporation (“New Borrower”), Crane Co., a Delaware corporation (the “Initial Borrower”), CR HOLDINGS C.V., a Dutch limited partnership (commanditaire vennootschap) represented by its general partner Crane Overseas LLC and having the chamber of commerce number 34154334 (the “Dutch Subsidiary Borrower”), each Lender (as defined below) party hereto (collectively, the “Consenting Lenders”), together constituting all of the Lenders (under, and as defined in, the Existing Credit Agreement referred to below), and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
RECITALS:
WHEREAS, reference is hereby made to the 5-Year Revolving Credit Agreement, dated as of July 28, 2021 (as may have been amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Agreement, the “Credit Agreement”), by and among the Initial Borrower, the Borrowing Subsidiaries (as defined therein) from time to time party thereto, the lenders from time to time party thereto (collectively, the “Lenders”) and the Administrative Agent;
WHEREAS, the Initial Borrower has requested that the Administrative Agent and the Lenders consent to certain amendments to the Existing Credit Agreement as set forth herein; and
WHEREAS, under Section 10.02(b) of the Existing Credit Agreement such amendments require the consent of all of the Lenders and shall be acknowledged by the Administrative Agent.
NOW, THEREFORE, in consideration of the agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Certain Definitions. Capitalized terms used (including in the preamble and recitals hereto) but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.
SECTION 2. Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 hereof and in accordance with Section 10.02(b) of the Existing Credit Agreement, the Initial Borrower and the Consenting Lenders hereby agree that the Existing Credit Agreement shall be amended as follows, effective as of the Effective Time:
| (a) | The cover page to the Existing Credit Agreement is amended by replacing the reference therein to “CRANE CO., as the Company” therein with “The Company”. |
| (b) | The introductory paragraph to the Existing Credit Agreement is amended by replacing the reference to “CRANE CO., a Delaware corporation (the “Company”)” therein with “the Company”. |
| (c) | The definition of “Company” in Section 1.01 of the Existing Credit Agreement is amended and restated in its entirety as follows: |
“Company” means (a) prior to the Assumption Time, the Initial Borrower and (b) on and after the Assumption Time, the New Borrower.
| (d) | The definition of “Change of Control” in Section 1.01 of the Existing Credit Agreement is amended by adding the following proviso to the end of clause (b) thereof: |
; provided, however, that in no event shall the Reorganization Merger Transactions constitute a “Change of Control” for any purpose under this Agreement or any other Loan Document.
| (e) | The definition of “Event of Default” in Section 1.01 of the Existing Credit Agreement is amended by adding the following proviso to the end thereof: |
; provided that in no event shall the Reorganization Merger Transactions constitute a “Default” or “Event of Default” for any purpose under this Agreement or any other Loan Document.
| (f) | The definition of “Existing Credit Agreement” in Section 1.01 of the Existing Credit Agreement is amended by replacing the reference to “the Company” therein with “the Initial Borrower”. |
| (g) | The definition of “Loan Documents” in Section 1.01 of the Existing Credit Agreement is amended by adding “Amendment No. 1,” immediately following “this Agreement,”. |
| (h) | Section 1.01 of the Existing Credit Agreement is amended by adding the following definitions in alphabetical order: |
| (i) | “Amendment No. 1” means that certain Amendment No. 1 to Credit Agreement, dated as of the Amendment No. 1 Effective Date, by and among Crane Co., as the initial borrower, Crane Holdings Co., as the new borrower, the lenders party thereto and the Administrative Agent. |
| (ii) | “Amendment No. 1 Effective Date” means May 16, 2022. |
| (iii) | “Assumption Time” means the time at which the Indebtedness evidenced by the agreements attached as Exhibits 4(a), 4(b)(1), 4(c)(1) and 10(a) of the Initial Borrower’s Annual Report on Form 10-K for the period ending December 31, 2021, as filed on February 28, 2022, and, in each case, together with all notes issued thereunder is assigned to and assumed by the New Borrower (with the Initial Borrower being discharged and released from such Indebtedness). |
| (iv) | “Initial Borrower” means Crane Co., a Delaware corporation. |
| (v) | “New Borrower” means Crane Holdings Co., a Delaware corporation. |
| (vi) | “Reorganization Merger” means the merger of Crane Co. with and into Crane Transaction Company, LLC, a Delaware limited liability company, pursuant to the Agreement and Plan of Merger, dated as of February 28, 2022, by and among the Initial Borrower, the New Borrower and Crane Transaction Company, LLC, a Delaware limited liability company. |
| (vii) | “Reorganization Merger Transactions” means the Reorganization Merger, the conversion of the Initial Borrower to a Delaware limited liability company and the conveyance by Crane LLC (a Delaware limited liability company and successor by conversion to the Initial Borrower) of all or substantially all of its assets to the New Borrower. |
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| (i) | Section 3.03 of the Existing Credit Agreement is amended by adding “or filings to be made in connection with the Reorganization Merger Transactions,” to the end of clause (a) thereof |
| (j) | Section 5.03 of the Existing Credit Agreement is amended by amending and restating the proviso thereto as follows: |
; provided that the foregoing shall not restrict or prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or the Reorganization Merger Transactions.
| (k) | Section 6.03(a) of the Existing Credit Agreement is amended by adding the following proviso to the end of clause (iv) thereof: |
; provided that nothing contained in this Section 6.03 shall restrict or prohibit the consummation of the Reorganization Merger Transactions.
| (l) | Section 10.01(a)(i) of the Existing Credit Agreement is amended and restated in its entirety as follows: |
(i) if to the Company:
Crane Holdings, Co.
100 First Stamford Place
Stamford, CT 06902
Attention: Treasurer, Assistant Treasurer
Email: eswitter@craneco.com; eeskildsen@craneco.com
with a copy to General Counsel
Email: ADiorio@craneco.com
| (m) | The following incorrect cross-references in the Existing Credit Agreement are hereby corrected as follows: |
| (i) | The cross reference “Section Error! Reference source not found” in the definition of “Assignment and Assumption” in Section 1.01 of the Existing Credit Agreement is corrected to reference “Section 10.04”. |
| (ii) | The cross reference “Section Error! Reference source not found” in the definition of “Borrowing Subsidiary Agreement” in Section 1.01 of the Existing Credit Agreement is corrected to reference “Section 2.19”. |
| (iii) | The cross references to “SECTION 1.01(c)” in the definition of “Payment” in Section 1.01 of the Existing Credit Agreement, in the definition of “Payment Notice” in Section 1.01 of the Existing Credit Agreement, in Section 8.06(c)(i) of the Existing Credit Agreement and in Section 8.06(c)(iv) of the Existing Credit Agreement are corrected to reference “Section 8.06(c)” |
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| (iv) | The cross references “Error! Reference source not found” in Section 2.15(a) of the Existing Credit Agreement and Section 2.15(b) of the Existing Credit Agreement are corrected to reference “Section 2.10(b)”. |
| (v) | The cross reference “Section Error! Reference source not found” in Section 10.06(b) of the Existing Credit Agreement is corrected to reference “Section 10.01”. |
SECTION 3. Effective Time Conditions. This Agreement will become effective at the time (the “Effective Time”) that each of the following conditions have been satisfied (or waived) in accordance with the terms of the Existing Credit Agreement:
| (a) | Executed Agreement. The Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of (A) the New Borrower, the Initial Borrower and the Dutch Subsidiary Borrower, (B) the Administrative Agent and (C) the Consenting Lenders. |
| (b) | Promissory Notes. The Administrative Agent shall have received promissory note(s), executed by the New Borrower, payable to each Lender requesting the same. |
| (c) | Legal Opinion. The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders) of counsel to the New Borrower as of the Effective Time covering such matters relating this Agreement as are customary for transactions of this type. |
| (d) | Corporate Authorization Documents. The Administrative Agent shall have received a certificate of the New Borrower as of the Effective Time certifying as to the incumbency and genuineness of the signature of each officer of the New Borrower executing Loan Documents and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of incorporation of the New Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, (ii) the bylaws of the New Borrower as in effect at the Effective Time, (iii) resolutions duly adopted by the board of directors of the New Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (iv) a certificate as of a recent date of the good standing of the New Borrower under the laws of the State of Delaware. |
| (e) | Closing Certificate. The Administrative Agent shall have received a certificate from an officer of the New Borrower certifying that (i) at the time of and immediately after giving effect to this Agreement and the consummation of the Reorganization Merger Transactions, (A) the representations and warranties of the New Borrower (in its capacity as the Company) set forth in the Loan Documents are true and correct in all material respects with the same force and effect as if such representations and warranties had been made on and as of such date except to the extent that such representations and warranties relate specifically to another date; provided that any representation and warranty that is qualified as to materiality is true and correct in all respects (after giving effect to such qualification therein), (B) no Default shall exist or result therefrom and (ii) the Reorganization Merger has occurred, or, substantially concurrently with the Effective Time, shall occur. |
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| (f) | Assignment of Other Indebtedness to the New Borrower. The Administrative Agent shall have received evidence satisfactory to it that the Indebtedness evidenced by the agreements attached as Exhibits 4(a), 4(b)(1), 4(c)(1) and 10(a) of the Initial Borrower’s Annual Report on Form 10-K for the period ending December 31, 2021, as filed on February 28, 2022, and, in each case, together with all notes issued thereunder (collectively, the “Specified Debt”), shall be, as of the Assumption Time, assigned to and assumed by the New Borrower (with the Initial Borrower being discharged and released from such Indebtedness), pursuant to documentation reasonably acceptable to the Administrative Agent (it being understood and agreed that, without limitation, (i) delivery to the Administrative Agent of the definitive documentation with respect to the assignment to and assumption by the New Borrower of the Specified Debt in escrow and (ii) confirmation from an officer of the Initial Borrower, the New Borrower or their respective counsel or other designee that such documentation shall become effective promptly following the completion of the Reorganization Merger shall constitute such reasonably satisfactory evidence). |
| (g) | Expenses. The Administrative Agent shall have received, or substantially concurrently with the Effective Time shall receive, all expenses due and payable in accordance with the Credit Agreement on or prior to the Effective Time to the extent invoiced at least three Business Days prior to the Effective Time (or such shorter period reasonably agreed by the New Borrower), required to be paid at the Effective Time. |
| (h) | No Default. At the time of and immediately after giving effect to this Agreement, no Default shall exist or result therefrom. |
| (i) | Reorganization Merger. The Reorganization Merger shall have occurred, or, substantially concurrently with the Effective Time, shall occur. |
| (j) | KYC; Beneficial Ownership. (i) The Administrative Agent, each Arranger and each Lender shall have received, at least five (5) days prior to the Effective Time, all documentation and other information regarding the Borrowers and the New Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested in writing of such Borrower or the New Borrower, as applicable, at least ten (10) days prior to the Effective Time and (ii) to the extent that any Borrower or the New Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Time, any Lender that has requested, in a written notice to such Borrower or the New Borrower at least ten (10) days prior to the Effective Time, a Beneficial Ownership Certification in relation to such Borrower or the New Borrower, as applicable, shall have received such Beneficial Ownership Certification. |
For purposes of determining compliance with the conditions specified in this Section 3, each Lender shall be deemed to have waived, consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be waived, consented to or approved by or acceptable or satisfactory to the Lenders, unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the Effective Time specifying its objection thereto. The Administrative Agent will notify the Lenders upon the occurrence of the Effective Time and the Assumption Time.
SECTION 4. Representations and Warranties. By its execution of this Agreement, each of the New Borrower and the Initial Borrower, as applicable, hereby represents and warrants that:
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(a) Organization; Powers. The New Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.
(b) Authorization; Enforceability. The transactions contemplated by this Agreement are within the New Borrower’s corporate powers or other organizational powers and have been duly authorized by all necessary corporate or other organizational powers and, if required, stockholder action. Each Loan Document to which the New Borrower is a party has been duly executed and delivered by the New Borrower and constitutes a legal, valid and binding obligation of the New Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c) Governmental Approvals; No Conflicts. The execution and delivery of this Agreement by the New Borrower and the Initial Borrower and performance thereof (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate (i) any applicable law or regulation or (ii) the charter, by-laws or other organizational documents of the New Borrower or the Initial Borrower or (iii) any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the New Borrower or the Initial Borrower or its assets, or give rise to a right thereunder to require any payment to be made by the New Borrower or the Initial Borrower, and (d) will not result in the creation or imposition of any Lien on any asset of the New Borrower or the Initial Borrower.
(d) Loan Document Representations and Warranties; No Default. At the time of and immediately after giving effect to this Agreement and the consummation of the Reorganization Merger Transactions, (i) the representations and warranties of the New Borrower (in its capacity as the Company) set forth in the Loan Documents (as amended by this Agreement) are true, correct and complete in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects), and (ii) no Default shall have occurred and be continuing.
SECTION 5. Reference to and Effect on Loan Documents; Assumption and Ratification; Waiver; Dutch Subsidiary Borrower Consent and Reaffirmation.
| (a) | On and after the Effective Time, each reference in the Credit Agreement and each other Loan Document to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Existing Credit Agreement and each existing Loan Document, as specifically amended by this Agreement, and, on and after the Assumption Time, the New Borrower shall be the “Company” under the Credit Agreement and each other Loan Document, and each reference to “Crane Co.” in any Loan Document (other than this Agreement) shall mean “Crane Holdings, Co.”. |
| (b) | In furtherance of the foregoing, effective as of the Assumption Time, the New Borrower hereby absolutely and expressly assumes all of the duties, obligations and liabilities of the Initial Borrower in, to and under each of the Credit Agreement and each other Loan |
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| Document to which the Initial Borrower is a party, to the same extent as if the New Borrower had executed the Credit Agreement or such other Loan Document, as applicable. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, the terms and provisions of the Credit Agreement and each other Loan Document, and hereby accepts all of the Initial Borrower’s rights, interests, duties, obligations and liabilities under the Credit Agreement and each other Loan Document. Without limiting the generality of the foregoing terms of this Section 5, the New Borrower hereby (a) acknowledges, agrees and confirms that, by its execution of this Agreement, the New Borrower will be deemed to be, effective as of the Assumption Time, (i) a party to the Credit Agreement as the “Company” for all purposes of the Credit Agreement, and shall have all of the obligations of the “Company” thereunder as if it had executed the Credit Agreement, and (ii) a party to each other Loan Document to which the Initial Borrower is a party in the capacity as, and to the same extent as, the Initial Borrower, and, in each case, it shall have all of the obligations that the Initial Borrower has under each such Loan Document as if it had executed such Loan Document, (b) reaffirms the representations and warranties set forth in the Credit Agreement and each other Loan Document, or any document which has been furnished in connection therewith, (c) agrees to be bound by the affirmative and negative covenants set forth in the Credit Agreement or any other Loan Document, and (d) promises to pay all Obligations as further provided in the Credit Agreement and the other Loan Documents. |
| (c) | By its delivery of an executed signature page hereto, the Administrative Agent and each Lender party hereto agree to irrevocably waive, effective as of the Effective Time, any Default or Event of Default that may arise out of or in connection with the Reorganization Merger Transactions. Except as expressly set forth in this Agreement, nothing contained herein shall in any way waive, release, modify or limit the Initial Borrower’s obligations to otherwise comply with all terms and conditions of any or all of the Credit Agreement. Such waiver shall be effective only in the specific instance and for the specific purpose for which it is given and shall not bind any Lender to any future or any other waiver of the Initial Borrower’s obligations under the Loan Documents. |
| (d) | The Dutch Subsidiary Borrower (a) acknowledges and consents to all of the terms and conditions of this Agreement, (b) affirms all of its obligations under the Credit Agreement and Loan Documents, and (c) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents. |
SECTION 6. Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except as permitted by Section 10.02(b) of the Credit Agreement. Except as expressly amended or modified pursuant to this Agreement, the Existing Credit Agreement shall remain unmodified and in full force and effect.
SECTION 7. Entire Agreement. This Agreement, the Credit Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent, the Lenders or the Arrangers embody the final, entire agreement among the parties relating to the subject matter hereof and supersede any and all previous commitments, agreements, representations and understandings, whether oral or written, relating to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. There are no unwritten oral agreements among the parties hereto.
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SECTION 8. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 9. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 10. Counterparts; Effectiveness.
| (a) | This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 3, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, email or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement. |
| (b) | Delivery of an executed counterpart of a signature page of this Agreement and/or any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement and/or the transactions contemplated hereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the New Borrower or the Initial Borrower, as applicable, without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent, any |
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| Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, each of the New Borrower and the Initial Borrower hereby (A) agree that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the New Borrower and the Initial Borrower, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waive any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement based solely on the lack of paper original copies of this Agreement, including with respect to any signature pages thereto and (D) waive any claim against any Lender-Related Person for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any liabilities arising as a result of the failure of the New Borrower or the Initial Borrower, as applicable, to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. |
SECTION 11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.
SECTION 12. Loan Document. On and after the Effective Time, this Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents (it being understood that for the avoidance of doubt this Agreement may be amended or waived solely by the parties hereto as set forth in Section 6 above).
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.
| CRANE CO., a Delaware corporation, as the Initial Borrower | ||
| By: | /s/ Anthony M. D’Iorio | |
| Name: Anthony M. D’Iorio | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
| CRANE HOLDINGS, CO., a Delaware corporation, as the New Borrower | ||
| By: | /s/ Richard A. Maue | |
| Name: Richard A. Maue | ||
| Title: President and Treasurer | ||
| CR HOLDINGS C.V., as the Dutch Subsidiary Borrower | ||
| By: | /s/ Edward S. Switter | |
| Name: Edward S. Switter | ||
| Title: Authorized Signatory | ||
[Signature Page to Amendment No. 1]
| ADMINISTRATIVE AGENT AND LENDERS: | ||
| JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender | ||
| By: | /s/ Will Price | |
| Name: | Will Price | |
| Title: | Vice President | |
[Signature Page to Amendment No. 1]
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Matthew J. Perriozo | |
| Name: | Matthew J. Perriozo | |
| Title: | Director | |
[Signature Page to Amendment No. 1]
| THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Tyrone Nicholson | |
| Name: | Tyrone Nicholson | |
| Title: | Manager | |
[Signature Page to Amendment No. 1]
| HSBC BANK USA, NATIONAL ASSOCIATION, | ||
| as a Lender | ||
| By: | /s/ Jack Kelly | |
| Name: | Jack Kelly | |
| Title: | Vice President #23204 | |
[Signature Page to Amendment No. 1]
| U.S. BANK NATIONAL ASSOCIATION, | ||
| as a Lender | ||
| By: | /s/ Kelsey Hehman | |
| Name: | Kelsey Hehman | |
| Title: | Assistant Vice President | |
[Signature Page to Amendment No. 1]
| BANK OF AMERICA, N.A., | ||
| as a Lender | ||
| By: | /s/ Timothy J. Waltman | |
| Name: | Timothy J. Waltman | |
| Title: | Vice President | |
[Signature Page to Amendment No. 1]
| NATIONAL WESTMINSTER BANK PLC, | ||
| as a Lender | ||
| By: | /s/ Jonathan Eady | |
| Name: | Jonathan Eady | |
| Title: | Director | |
[Signature Page to Amendment No. 1]
| GOLDMAN SACHS BANK USA, | ||
| as a Lender | ||
| By: | /s/ Dan Martis | |
| Name: | Dan Martis | |
| Title: | Authorized Signatory | |
[Signature Page to Amendment No. 1]
| COMMERZBANK AG, NEW YORK BRANCH, | ||
| as a Lender | ||
| By: | /s/ Matthew Ward | |
| Name: | Matthew Ward | |
| Title: | Managing Director | |
| By: | /s/ Barbara Stacks | |
| Name: | Barbara Stacks | |
| Title: | Director | |
[Signature Page to Amendment No. 1]
Document and Entity Information |
May 16, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K12G3 |
| Document Period End Date | May 16, 2022 |
| Entity Registrant Name | CRANE CO. |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 1-1657 |
| Entity Tax Identification Number | 13-1952290 |
| Entity Address, Address Line One | 100 First Stamford Place |
| Entity Address, City or Town | Stamford |
| Entity Address, State or Province | CT |
| Entity Address, Postal Zip Code | 06902 |
| City Area Code | 203 |
| Local Phone Number | 363-7300 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $1.00 |
| Trading Symbol | CR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
| Current Fiscal Year End Date | --12-31 |
| Amendment Flag | false |
| Entity Central Index Key | 0000025445 |