WESTPORT, Conn.--(BUSINESS WIRE)--Sep. 26, 2016--
Terex Corporation (NYSE:TEX) (“Terex”), announced today that it has
modified the terms of its previously announced solicitation of consents
(the “Consent Solicitation”) from holders of its 6.00% Senior Notes due
2021 (the “2021 Notes”) and 6.50% Senior Notes due 2020 (the “2020
Notes” and together with the 2021 Notes, the “Notes”) to obtain certain
waivers from the asset sale covenants in the indentures governing the
Notes, as set forth in a Supplement to the Notice of Consent
Solicitation, dated September 26, 2016 (the “Supplement”), and as
discussed below. The Consent Solicitation is being made in accordance
with the terms and subject to the conditions stated in the Notice of
Consent Solicitation, dated September 21, 2016 (the “Notice”), as
modified by the Supplement.
The terms of the Consent Solicitation have been modified to remove the
request to obtain a waiver from compliance with the asset sale covenants
in the indentures with respect to the requirement to apply the net cash
payments received from the disposition of its Material Handling and Port
Solutions business to Konecranes Plc (the “MHPS Sale”) or from the sale
of shares of Konecranes Plc (the “Konecranes Shares”) in accordance with
the asset sale covenants, including the requirement to make an offer to
purchase the Notes at par (the “Par Offer Requirement”). With the above
modification to the Consent Solicitation, Terex is only seeking to
obtain a waiver from compliance with the asset sale covenants in the
indentures with respect to the requirement that Terex and its restricted
subsidiaries receive 75% of the consideration in the form of cash and
cash equivalents for the MHPS Sale (the “75% Cash Requirement”).
Accordingly, following the consummation of the MHPS Sale and any
subsequent sale of Konecranes Shares, Terex will be required to comply
with the Par Offer Requirement, including the requirement to make a pro
rata offer to purchase the Notes at par. As a result of this change to
the terms of the Consent Solicitation, Terex will continue to be
required by the asset sale covenants to use all the net cash payments
from the MHPS Sale and from the subsequent sales of Konecranes Shares
to, within 365 days of the applicable transactions, repay other senior
indebtedness or to make investments in Terex’s business, and, to the
extent that there are net cash payments remaining, to make a pro rata
offer to purchase the Notes at par, and, to the extent that there are
net cash payments remaining thereafter, to use any remaining net cash
payments for general corporate purposes otherwise permitted by the terms
of the indentures. Separately, Terex is currently seeking an amendment
to its senior secured credit facilities which would require at least
$300.0 million of the net cash payments received from the MHPS Sale,
within 60 days of receipt thereof, to reduce its outstanding senior
indebtedness. This requirement is not a part of the Notes indenture or
the modified Consent Solicitation.
Except as described in the Supplement, the other terms and conditions of
the Consent Solicitation remain unchanged, including the requirement
that in order for a holder to receive cash fees of $2.50 for each $1,000
principal amount of 2021 Notes and $2.50 for each $1,000 principal
amount of 2020 Notes (each, a “Consent Fee”), holders of record at 5:00
p.m., New York City time, on September 21, 2016 of Notes need to validly
deliver their consents, and not validly revoke such consents, prior to
5:00 p.m., New York City time, on September 30, 2016 (the “Expiration
Time”). Holders who have previously delivered consents do not need to
redeliver such consents or take any other action in response to the
Supplement in order to consent or receive the Consent Fee upon the
successful conclusion of the Consent Solicitation and the satisfaction,
or waiver by Terex, of the conditions set forth in the Notice.
The Consent Solicitation is subject to certain terms and conditions, as
set forth fully in the Notice and related documents (including the
Supplement), which contain important information, and Holders should
read them carefully before making any decision with respect to the
Consent Solicitation.
Terex may, in its sole discretion, terminate, extend or amend the
consent solicitation at any time as described in the Notice. If the
consent solicitation is terminated, the Proposed Waivers will have no
effect on the Notes or the holders of the Notes.
Terex has engaged Credit Suisse Securities (USA) LLC to act as
Solicitation Agent and Global Bondholder Services Corporation to act as
Information and Tabulation Agent for the consent solicitation. Questions
regarding the consent solicitation may be directed to Credit Suisse
Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-1862
(collect). Requests for documents relating to the consent solicitation
may be directed to Global Bondholder Services Corporation at (866)
470-3800 (toll-free), (212) 430-3774 (banks and brokers), (212)
430-3775/3779 (facsimile) and (212) 430-3774 (confirmation).
This press release is for informational purposes only and the consent
solicitation is only being made pursuant to the terms of the Notice, the
Supplement and the related Consent Form. The consent solicitation is not
being made to, and consents are not being solicited from, holders of
Notes in any jurisdiction in which it is unlawful to make such consent
solicitation or grant such consent. None of Terex, the Trustee, the
Solicitation Agent or the Information and Tabulation Agent makes any
recommendation as to whether or not holders should deliver consents.
Each holder must make its own decision as to whether or not to deliver
consents.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
Forward Looking Statements
This press release may contain forward-looking information and
statements regarding Terex and the consent solicitation. Any statements
included in this press release that address activities, events or
developments that will or may occur in the future are forward looking,
and include among others, statements regarding: (i) the Proposed
Waivers, (ii) the expected payment of a Consent Fee, and (iii) the
consummation of the MHPS Sale. Actual results may differ materially due
to a variety of factors including: changed market conditions, the
conditions for completing the MHPS Sale, the participation of and level
of participation by the holders of Notes in the consent solicitation and
other factors listed in the Notice under “Statement Regarding
Forward-Looking Statements.” Except as required by law, Terex undertakes
no obligation to update forward-looking information if circumstances or
management’s estimates or opinions should change. Do not place undue
reliance on forward-looking information.
About Terex
Terex Corporation is a global manufacturer of lifting and material
processing products and services that deliver lifecycle solutions to
maximize customer return on investment. The Company reports in three
business segments: Aerial Work Platforms, Cranes and Materials
Processing. Terex delivers lifecycle solutions to a broad range of
industries, including the construction, infrastructure, manufacturing,
shipping, transportation, refining, energy, utility, quarrying and
mining industries. Terex offers financial products and services to
assist in the acquisition of Terex equipment through Terex Financial
Services. Terex uses its website (www.terex.com)
and its Facebook page www.facebook.com/TerexCorporation
to make information available to investors and the market.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160926005656/en/
Source: Terex Corporation
Terex Corporation
Brian Henry, 203-222-5954
Senior Vice
President, Business Development and Investor Relations
brian.henry@terex.com