Business Context and Reporting Period
This Form 8-K, dated May 17, 2022, reports on the completion of a corporate reorganization by Crane Co. (the "Registrant"). The filing details a series of transactions finalized on May 16 and May 17, 2022, involving a reorganization merger, a conversion to a limited liability company, and a subsequent re-conversion to a Delaware corporation.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate structural changes and governance appointments.
Material Changes
- Reorganization Merger: Crane Co. merged with Merger Sub (a subsidiary of Crane Holdings, Co.) and became a wholly-owned subsidiary of Crane Holdings.
- Entity Conversion: Following the merger, Crane Co. converted from a Delaware corporation to a Delaware limited liability company named "Crane LLC." Subsequently, substantially all assets were distributed to Crane Holdings.
- Re-conversion: On May 17, 2022, Crane LLC converted back into a Delaware corporation named "Crane Co."
- Capital Structure: The new Crane Co. has one authorized class of stock: common stock with a par value of $0.01 per share.
Management Commentary, Governance, and Risks
Director Appointments: Immediately following the effective time of the re-conversion on May 17, 2022, Richard A. Maue and Anthony M. D'Iorio were appointed as directors of Crane Co.
Corporate Governance: Crane Co. filed a new Certificate of Incorporation and adopted new By-laws dated May 17, 2022. Copies of these documents are filed as Exhibits 3.2 and 3.3.
Risks and Contingencies: The filing does not disclose specific financial risks or contingencies beyond the structural changes described.
Investor Verification Checklist
- Verify the final capital structure and par value of the new Crane Co. common stock ($0.01 per share).
- Confirm the appointment of Richard A. Maue and Anthony M. D'Iorio to the Board of Directors.
- Review the filed Certificate of Conversion (Exhibit 3.1), Certificate of Incorporation (Exhibit 3.2), and By-laws (Exhibit 3.3) for complete legal terms.
- Understand that this filing describes a corporate restructuring event rather than a reporting period with operational financial results.