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CRD.A Crawford & Co.

Filed: 4 Oct 21, 9:00am

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 4, 2021

 

CRAWFORD & COMPANY

(Exact name of registrant as specified in its charter)

 

Georgia 1-10356 58-0506554

(State or other jurisdiction

of incorporation)

 (Commission File Number) 

(IRS employer

Identification No.)

 

5335 Triangle Parkway, Peachtree Corners, Georgia 30092
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (404) 300-1000

 

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))

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock — $1.00 Par ValueCRD-ANew York Stock Exchange, Inc.
Class B Common Stock — $1.00 Par ValueCRD-BNew York Stock Exchange, Inc.

 

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

 

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. ¨

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On October 4, 2021, Crawford & Company issued a press release announcing they entered into an Asset Purchase Agreement with Praxis Consulting, Inc., (“Seller”), Game Tight, Inc., the sole shareholder of Seller, and J. Robert Ford, the sole shareholder of Game Tight, Inc. to purchase, acquire and assume from Seller, substantially all of Seller’s assets and certain of Seller’s liabilities for the total purchase price is $55.5 million. The payment is structured as an upfront payment of $45.5 million in cash with $25.5 million paid at closing and $20.0 million paid in January 2022. Payment of the remaining balance of $10.0 million is structured under various earnout scenarios over a two-year period. The Seller is engaged in the business of subrogation services performed for the benefit of insurance companies for their automotive, worker’s compensation and property insurance claims. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Form 8-K and the Exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(a)Exhibits. The following exhibit is filed with this Report:
   

Exhibit
No.

 Description
   
99.1 Press Release of Crawford & Company, dated October 4, 2021.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

-2-

 

 

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.

 

 CRAWFORD & COMPANY
  
  
 By:/s/ Tami E. Stevenson
  Name: Tami E. Stevenson
  Title: General Counsel and Corporate Secretary

 

Date: October 4, 2021