SEC Comment Letter 0000000000-22-013815 to Crane Co (CR) (CIK 0001944013) (CR)
Crane Co (CR) (CIK 0001944013)
Date: Dec. 22, 2022 · CIK: 0001944013 · Accession: 0000000000-22-013815
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File numbers found in text: 001-41570
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United States securities and exchange commission logo
December 22, 2022
Max H. Mitchell
President and Chief Executive Officer
Crane Company
100 First Stamford Place
Stamford, CT 06902
Re:Crane Company
Form 10-12B
Filed December 15, 2022
File No. 001-41570
Dear Max H. Mitchell:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10 Filed on December 15, 2002
Unaudited Pro Forma Condensed Consolidated Financial Statements, page 63
1.You indicate that the unaudited pro forma condensed consolidated financial statements
have been adjusted to give effect to the impact of the separation and distribution
agreement, the tax matters agreement and transition services agreement between Crane
Company and Crane NXT, Co. and the provisions contained therein, intended to reflect
Crane Company as an autonomous entity. Please provide the following:
•Please tell us what consideration you gave to providing a column within your pro
forma financials to reflect 'Autonomous Entity Adjustments' pursuant to Rules 11-
01(a)(7) and 11-02(a)(6)(ii) of Regulation S-X; and
•You indicate that a final determination regarding your capital structure has not yet
been made, and the separation and distribution agreement, tax matters agreement,
transition services agreement, intellectual property matters agreement, employee
FirstName LastNameMax H. Mitchell
Comapany NameCrane Company
December 22, 2022 Page 2
FirstName LastName
Max H. Mitchell
Crane Company
December 22, 2022
Page 2
matters agreement and other ancillary agreements have not been finalized. oPlease clarify whether any pro forma adjustments have been made for which
agreements have been executed;
oTo the extent these adjustments do not relate to a probable or executed
transaction, please tell us what consideration you gave to presenting these
adjustments as management’s adjustments instead of autonomous entity
adjustments;
oGiven that your agreements have not been finalized to date, please tell us the
extent you expect to include these autonomous entity adjustments prior to
effectiveness; and
oWith regards to note 2(g) on page 69, you indicate that this adjustments relate to
the “anticipated” impact of the Tax Matters Agreement. We note that you
previously disclosed that the tax matters agreement has not been finalized.
Please help us understand how you determined that this adjustment represents a
transaction accounting adjustment rather than an autonomous entity adjustment.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Beverly Singleton at 202-551-3328 or Ernest Greene at 202-551-3733 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Ann Beth Stebbins