CIR CIRCOR International Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14D-9
(Amendment No. 1)
(Rule 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

CIRCOR INTERNATIONAL, INC.
(Name of Subject Company)

CIRCOR INTERNATIONAL, INC.
(Name of Persons Filing Statement)

Common Stock, Par Value of $0.01 Per Share
(Title of Class of Securities)
17273K109
(CUSIP Number of Class of Securities)

Scott A. Buckhout
President and Chief Executive Officer
CIRCOR International, Inc.
30 Corporate Drive, Suite 200
Burlington, MA 01803
(781) 270-1200
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)

COPIES TO:
Tara M. Fisher
Paul M. Kinsella
Ropes & Gray LLP
800 Boylston Street
Boston, MA 02199
(617) 951-7000

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Introductory Note

        This Amendment No. 1 amends the Solicitation/Recommendation Statement on Schedule 14D-9 of CIRCOR International, Inc., a Delaware corporation (the "Company") filed with the Securities and Exchange Commission (the "SEC") on June 24, 2019 (the "Schedule 14D-9") relating to the unsolicited tender offer by Crane Co., a Delaware corporation ("Crane"), through its wholly owned subsidiary, CR Acquisition Company, a Delaware corporation (the "Purchaser"), to purchase all of the outstanding Shares at a price of $45.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 17, 2019 (the "Offer to Purchase") and the related letter of transmittal that accompanies the Offer to Purchase (the "Letter of Transmittal") (which, together with any amendments or supplements thereto, collectively constitute the "Offer").

        All information in the Schedule 14D-9 is incorporated into this Amendment No. 1 by reference and, except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged.

        This Amendment No. 1 is being filed to replace certain exhibits set forth in Item 9 and to replace Annex D and Annex F of the Schedule 14D-9 as indicated below.

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: June 24, 2019

Annex D. Reconciliation of Non-GAAP Financial Measures.

        The Schedule 14D-9 is hereby amended to replace Annex D in its entirety with the Annex D set forth on the following page.

Annex D

Reconciliation of Non-GAAP Financial Measures

        Within this Statement, the Company uses non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and net debt. These non-GAAP financial measures are used by management in the Company’s financial and operating decision making because the Company believes they reflect its ongoing business and facilitate period-to-period comparisons. The Company believes these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Company’s current operating performance and future prospects in the same manner as management does, if they so choose. These non-GAAP financial measures also allow investors and others to compare the Company’s current financial results with the Company’s past financial results in a consistent manner.

        For example:

•

The Company excludes costs and tax effects associated with restructuring activities, such as reducing overhead and consolidating facilities. The Company believes that the costs related to these restructuring activities are not indicative of the Company’s normal operating costs.



•

The Company excludes certain acquisition-related costs, including significant transaction costs and amortization of inventory and fixed-asset step-ups and the related tax effects. The Company excludes these costs because it does not believe they are indicative of the Company’s normal operating costs.



•

The Company excludes the expense and tax effects associated with the non-cash amortization of acquisition-related intangible assets because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have lives up to twenty-five (25) years. Exclusion of the non-cash amortization expense allows comparisons of operating results that are consistent over time for both the Company’s newly acquired and long-held businesses and with both acquisitive and non-acquisitive peer companies.



•

The Company also excludes certain gains/losses and related tax effects, which are either isolated or cannot be expected to occur again with any predictability, and that the Company believes are not indicative of its normal operating gains and losses. For example, the Company excludes gains/losses from items such as the sale of a business, significant litigation-related matters and lump-sum pension plan settlements.

        The Company’s management uses these non-GAAP measures, in addition to GAAP financial measures, as the basis for measuring the Company’s operating performance and comparing such performance to that of prior periods and to the performance of our competitors. The Company uses such measures when publicly providing its business outlook, assessing future earnings potential, evaluating potential acquisitions and dispositions and in its financial and operating decision-making process, including for compensation purposes.

        Investors should recognize that these non-GAAP measures might not be comparable to similarly titled measures of other companies. These measures should be considered in addition and not as a substitute for or superior to, any measure of performance, cash flow or liquidity prepared in accordance with accounting principles generally accepted in the United States.

        The Company is not able to provide a reconciliation of its non-GAAP financial guidance to the corresponding GAAP measures without unreasonable effort because of the inherent difficulty in forecasting and quantifying certain amounts necessary for such a reconciliation such as the costs associated with selling or exiting non-core businesses as well as the tax impact of these expenses.

D-1

        We completed the acquisition of Colfax Corporation’s Fluid Handling business in the fourth quarter of 2017. We present adjusted combined information for the year ended December 31, 2017, which presents the combined results of operations as if the acquisitions had been completed on January 1, 2017. The unaudited combined results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited combined results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

        During the first quarter of 2019, we completed the sale of the Reliability Services business for net cash proceeds of $82 million. We present adjusted pro forma income statement information for the year ended December 31, 2018, which gives effect to the sale as if it had occurred on January 1, 2018. We also present balance sheet information (debtless cash) as if the divestiture was completed on December 31, 2018. Such information is illustrative and not intended to represent what our results of operations would have been if the sale had been completed before the first quarter of 2019 or to project our results for any future period. Such information may not be comparable to, or indicative of, future performance.

D-2

D-3

CIRCOR International
Supplemental Financial Information
$ millions

Revenue		2017			Fluid Handling			2017 Combined
Energy			339.6			64.7			404.3
Aerospace & Defense			183.0			45.9			228.9
Industrial			139.1			326.7			465.8
​	​	​	​	​	​	​	​	​	​	​
Total			661.7			437.3			1,099.0
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
Reconciliation of GAAP Operating Income to Adjusted Operating Income and GAAP Operating Margin % to Adjusted Operating Margin %
GAAP Operating Income			20.6			29.5			50.0
Amortization of inventory step-up			4.3			—			4.3
Restructuring charges (recoveries), net			6.1			—			6.1
Acquisition amortization			12.5			(13.0	)		(0.5	)
Acquisition deprecation			0.2			2.4			2.7
Special charges			8.0						8.0
Asbestos costs			—			8.9			8.9
Stay bonus			—			2.3			2.3
​	​	​	​	​	​	​	​	​	​	​
Adjusted Operating Income			51.7			30.0			81.7
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
Components of Adjusted Operating Income
Energy Segment Operating Income			30.1			3.6			33.7
Aerospace & Defense Segment Operating Income			23.4			7.0			30.4
Industrial Segment Operating Income			19.9			19.5			39.4
Corporate Expenses			(21.7	)		—			(21.7	)
​	​	​	​	​	​	​	​	​	​	​
Adjusted Operating Income			51.7			30.0			81.7
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

 

Reconciliation of Industrial Segment Operating Income to Adjusted EBITDA		Industrial
Industrial segment operating income—reported			19.9
Industrial segment operating income—Fluid Handling			19.5
​	​	​	​	​
Combined Segment Operating Income			39.4
Depreciation & Amortization			8.3
​	​	​	​	​
Combined Adjusted EBITDA			47.7
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​

D-4

---

CIRCOR International
Supplemental Financial Information
$ millions

Revenue		2014
Energy			534.5
Aerospace & Defense			206.7
Industrial			100.3
​	​	​	​	​
Total			841.4
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​

 

Reconciliation of GAAP Operating Income to Adjusted Operating Income and GAAP Operating Margin % to Adjusted Operating Margin %					% of Revenue			Reconciliation of GAAP Net Income to Adjusted EBITDA							% of Revenue
GAAP Operating Income			64.8			7.7	%			GAAP Net Income			50.4			6.0	%
Restructuring related inventory charges			8.0			0.9	%			Provision for income taxes			12.9			1.5	%
Restructuring charges, net			5.2			0.6	%			Interest expense, net			2.7			0.3	%
Impairment charges			0.7			0.1	%			Depreciation & Amortization			19.6			2.3	%
Special charges			7.5			0.9	%			Inventory restructuring charges			8.0			0.9	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted Operating Income			86.2			10.2	%			Impairment charges			0.7			0.1	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
										Special charges, net of recoveries			12.7			1.5	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Components of Adjusted Operating Income										Adjusted EBITDA			106.9			12.7	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Energy Segment Operating Income			76.6
Aerospace & Defense Segment Operating Income			15.4
Industrial Segment Operating Income			17.6
Corporate Expenses			(23.4	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted Operating Income			86.2
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

 

Reconciliation of Segment Operating Income to Adjusted EBITDA		Energy			Aerospace & Defense			Industrial			Corporate			Total
Segment/Adjusted Operating Income			76.6			15.4			17.6			(23.4	)		86.2
Remove: Depreciation & Amortization expense included in Segment Operating Income			8.5			6.9			3.0			1.1			19.5
Add: Other Income, not included in Segment Operating Income			—			—			—			1.2			1.2
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted EBITDA			85.1			22.3			20.7			(21.2	)		106.9
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

 

Reconciliation of Segment Operating Income % to Adjusted EBITDA % of revenue		Energy			Aerospace & Defense			Industrial
Segment Operating Income %			14.3	%		7.5	%		17.6	%
Depreciation & Amortization			1.6	%		3.3	%		3.0	%
​	​	​	​	​	​	​	​	​	​	​
Adjusted EBITDA %			15.9	%		10.8	%		20.6	%
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

D-5

---

Annex F. Investor Presentation.

        The Schedule 14D-9 is hereby amended to replace Annex F in its entirety with the Annex F set forth on the following page.

---

Annex F

Investor Presentation

        

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

QuickLinks

Item 9. Materials to Be Filed as Exhibits.

SIGNATURE

Annex D

Reconciliation of Non-GAAP Financial Measures

Annex F

Investor Presentation

CIRCOR (NYSE:CIR)
Historical Stock Chart
From Jun 2024 to Jul 2024

CIRCOR (NYSE:CIR)
Historical Stock Chart
From Jul 2023 to Jul 2024