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4.
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In the section entitled
Summary Term Sheet
of the Offer to Purchase, on page 2, the sentence
under Do you have the financial resources to pay for the Shares?, which begins with Crane and the Purchaser expect,, is hereby amended and restated in its entirety to read as follows:
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Crane and the Purchaser expect, based upon the combination of internally available cash, undrawn commitments under Cranes existing
revolving credit facility and borrowings under the Acquisition Facility, to have sufficient cash on hand at the expiration of the Offer to pay the offer price for all Shares in the Offer.
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5.
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In Section 10
Source and Amount of Funds
of the Offer to Purchase, on page 22, the
first sentence which begins with We will need approximately $1.7 billion to purchase, is hereby amended and restated in its entirety to read as follows:
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We will need approximately $1.8 billion to purchase all outstanding Shares pursuant to the Offer, to refinance certain indebtedness in
connection with the transaction and to pay related fees and expenses.
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6.
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In Section 10
Source and Amount of Funds
of the Offer to Purchase, on page 22, the
sentence which begins with Crane and the Purchaser expect,, is hereby amended and restated in its entirety to read as follows:
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Crane and the Purchaser expect, based upon the combination of internally available cash, undrawn commitments under Cranes existing
revolving credit facility and borrowings under the Acquisition Facility, to have sufficient cash on hand at the expiration of the Offer to pay the offer price for all Shares in the Offer.
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7.
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In Section 10
Source and Amount of Funds
of the Offer to Purchase, on page 23, the
following is hereby added before the sentence Consummation of the Offer is not conditioned upon any financing arrangements or subject to a financing condition:
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As of March 31, 2019, Crane had undrawn commitments under its existing five year revolving credit facility of up to approximately
$550 million (the Existing Credit Facility). On December 20, 2017, Crane and its subsidiaries party thereto as borrowers entered into the Existing Credit Facility with JPMorgan Chase Bank, N.A., as administrative agent, Wells
Fargo Bank, National Association, as syndication agent, BMO Harris Bank N.A., HSBC Bank USA, N.A. and TD Bank, N.A., as documentation agents, and Wells Fargo Securities, LLC and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint
bookrunners. The Existing Credit Facility allows Crane to borrow, repay, or subject to customary terms contained therein, prepay and
re-borrow
funds at any time prior to the stated maturity date. The loan
proceeds may be used for general corporate purposes, including financing for acquisitions, of Crane and its subsidiaries. Interest is based on, at Cranes option, (1) a base rate, plus a margin ranging from 0.0% to 0.50% depending upon the
ratings by S&P and Moodys of its senior unsecured long-term debt (the Index Debt Rating), or (2) an adjusted LIBOR for an interest period to be selected by Crane, plus a margin ranging from 0.805% to 1.50% depending upon
the Index Debt Rating. The Existing Credit Facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on Crane and its subsidiaries with respect to indebtedness, liens, mergers,
consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and hedging arrangements. Crane must also maintain a debt to capitalization ratio not to exceed 0.65 to 1.00 at all times. The
Existing Credit
2