WESTPORT, Conn.--(BUSINESS WIRE)--Sep. 21, 2016--
Terex Corporation (NYSE:TEX) (“Terex”), announced today that it is
soliciting consents 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. In
order to maximize Terex’s flexibility with its implementation of the
previously announced disposition of its Material Handling and Port
Solutions business to Konecranes Plc (the “MHPS Sale”) and the timing
and use of the net cash payments received from the MHPS Sale or from the
sale of shares of Konecranes Plc (the “Konecranes Shares”) received as
partial consideration for the MHPS Sale, Terex is seeking to obtain a
waiver from (a) the requirements 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) and (b)
the obligations to apply the net cash payments received from the MHPS
Sale or from the sale of 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”) (collectively, the
“Proposed Waivers”). The MHPS Sale is currently expected to close in
January 2017. Terex is offering 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”) to holders of such Notes
who consent to the Proposed Waivers.
The consent solicitation is subject to the terms and conditions set
forth in the Notice of Consent Solicitation dated September 21, 2016
(the “Notice”), which is being distributed to holders of the Notes.
In order to receive 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”).
Payment of a Consent Fee for each series of Notes is subject to a
variety of conditions described in the Notice, including the receipt by
Terex of the required majority consents in respect of each series of
Notes. Terex will pay the Consent Fee for each series of Notes, to the
extent then outstanding, at such time as all the conditions with respect
to each series of Notes, including the consummation of the MHPS Sale,
have been satisfied or waived. Holders of Notes of any series who do not
submit consents prior to the Expiration Time will not receive a Consent
Fee, even if the Proposed Waivers become effective for each series of
Notes.
The consent solicitation for the 2021 Notes is conditioned on receipt of
majority consent for the 2020 Notes, and the consent solicitation for
the 2020 Notes is conditioned on receipt of majority consent for the
2021 Notes. Terex may, in its sole discretion, waive this condition.
Adoption of the Proposed Waivers is not a condition to the consummation
of the MHPS Sale. However, obtaining the Proposed Waivers will simplify
the closing process. While Terex expects to execute a waiver agreement
for each series of Notes promptly after the receipt of the applicable
consents, the terms of the waiver agreements will not become operative
unless and until, with respect to the 75% Cash Requirement (1) all
conditions, including the MHPS Sale Condition, have been satisfied or
waived and (2) the Consent Fee shall have been paid to consenting
Holders, and with respect to the Par Offer Requirement, in addition to
the foregoing (1) and (2) being satisfied, Terex uses 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
by, at its option, (i) prepaying a portion of its senior secured term
loans and/or (ii) repurchasing, redeeming or otherwise retiring other
senior indebtedness (provided that the repayment of revolving
indebtedness shall be considered the repayment of other senior
indebtedness only to the extent accompanied by a permanent reduction of
the related commitment).
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 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/20160921006626/en/
Source: Terex Corporation
For Terex Corporation
Brian Henry, 203-222-5954
Senior Vice
President, Business
Development and Investor Relations
brian.henry@terex.com