8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 10, 2018

CRANE CO.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

1-1657	13-1952290
(Commission File Number)	(IRS Employer Identification No.)
100 First Stamford Place, Stamford, CT	06902
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 363-7300

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

SECTION 2 – FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets

On January 10, 2018, Crane Co. completed the acquisition of Crane & Co., Inc. (“Crane Currency”), a supplier of banknotes and highly-engineered banknote security features, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) among Crane Co.; Crane Currency, a Massachusetts corporation; FC Development Corp., a Massachusetts corporation and a wholly owned transitory subsidiary of Crane Co.; and Shareholder Representative Services LLC, a Colorado limited liability company as representative of the equityholders of Crane Currency. The base purchase price of the acquisition was $800 million on a cash-free, debt-free basis, subject to a later adjustment reflecting Crane Currency’s net working capital, cash, the assumption by Crane Co. of certain debt-like items, and Crane Currency’s transaction expenses.

At the closing, the transitory subsidiary of Crane Co. merged with and into Crane Currency, with Crane Currency surviving as a wholly owned subsidiary of Crane Co.

The transaction was partially financed by Wells Fargo Bank, National Association pursuant to a commitment letter (the “Commitment Letter”) with Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.

The foregoing description of the Merger Agreement and the transactions contemplated thereby, as well as the Commitment Letter, does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement and the Commitment Letter, which are incorporated herein by reference. Copies of the Merger Agreement and the Commitment Letter were filed as Exhibit 2.1 and Exhibit 99.1, respectively, to a Form 8-K filed by Crane Co. on December 5, 2017.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(a)	None
(b)	None
(c)	None
(d)	Exhibits
99.1	Press Release dated January 10, 2018

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.
January 10, 2018
	By:	/s/ Richard A. Maue
		Richard A. Maue
		Vice President - Finance
		Chief Financial Officer

EX-99.1

	Exhibit 99.1
Crane Co.	News
	Contact:
	Jason D. Feldman
	Director, Investor Relations
	203-363-7329
	www.craneco.com

Crane Co. Completes Acquisition of Crane & Co., Inc. (“Crane Currency”)

STAMFORD, CONNECTICUT - January 10, 2018 - Crane Co. (NYSE: CR), a diversified manufacturer of highly engineered industrial products, announced today that it has completed the previously announced acquisition of Crane Currency.

Mr. Max Mitchell, President and Chief Executive Officer of Crane Co., said, “We are extremely pleased to add Crane Currency to our Payment & Merchandising Technologies business. Crane Currency is the fastest growing, fully integrated global currency provider in the global banknote supply and security industry, and it is an excellent fit to complement our expanding presence in the currency and payment markets. We believe that the combined businesses will be stronger together, offering end-to-end currency and security solutions, from substrate manufacturing and banknote design and printing to micro-optics and banknote validation.”

Crane Co. will provide additional information related to the acquisition on January 29 in connection with its fourth quarter earnings release, and on March 1 during its Annual Investor Day conference.

About Crane Currency

Crane Currency has been a producer of currency products for more than 200 years and is entrusted by more than 50 central banks to play an integral role in the design and manufacture of their nations’ banknotes. From substrates to the most advanced micro-optic security elements and design, Crane Currency is a responsive partner focused on delivering innovative products and solutions that meet customers’ most demanding requirements. Crane Currency is a business unit within Crane Co.’s Payment & Merchandising Technologies segment.

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About Crane Co.

Crane Co. is a diversified manufacturer of highly engineered industrial products. Founded in 1855, Crane Co. provides products and solutions to customers in the hydrocarbon processing, petrochemical, chemical, power generation, unattended payment, automated merchandising, aerospace, electronics, transportation and other markets. The Company has four business segments: Fluid Handling, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials. Crane has approximately 12,000 employees in the Americas, Europe, the Middle East, Asia and Australia. Crane Co. is traded on the New York Stock Exchange (NYSE:CR). For more information, visit www.craneco.com.

(CR-G)

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