WESTPORT, Conn.--(BUSINESS WIRE)--Jan. 17, 2017-- Terex Corporation (“Terex”) (NYSE:TEX) today announced that it priced $600 million in new financing, not including discounts and commissions or other offering expenses. This represents an increase of $50 million
from the transaction size announced earlier on January 17, 2017. The
$600 million principal amount of senior notes (the “Notes”) due 2025
priced at 5.625% at par in a private offering (the “Private Offering”)
that is exempt from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”).
The Private Offering is expected to close on January 31, 2017, subject
to customary closing conditions.
The net proceeds of the Private Offering together with cash on hand,
including cash from the sale of our Material Handling & Port Solutions
segment to Konecranes Plc, will be used: (i) to complete the tender
offer (the “Tender Offer”) for up to $550 million of our 6.00% senior
notes due 2021 (the “2021 Notes”), (ii) to redeem and discharge such
portion of the 2021 Notes subject to the Tender Offer that are not
purchased in the Tender Offer, (iii) to fund the $300 million partial
redemption of the 2021 Notes on February 3, 2017, (iv) to fund the
anticipated redemption, repurchase or other retirement of all $300
million aggregate principal amount outstanding of our 6.50% senior notes
due 2020 (the “2020 Notes”) on or before April 3, 2017, (v) to pay
related premiums, fees, discounts and expenses and (vi) for general
corporate purposes, including the repayment of borrowings outstanding
under Terex’s credit facilities.
The Notes were offered and sold to qualified institutional buyers in the
United States pursuant to Rule 144A under the Securities Act and outside
the United States pursuant to Regulation S under the Securities Act. The
notes have not been, and will not be, registered under the Securities
Act, or any state securities laws, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and the rules
promulgated thereunder.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes in any jurisdiction, or an
offer to purchase, the solicitation of an offer to sell or a notice to
redeem any 2020 Notes or 2021 Notes.
Forward Looking Statements:
This press release contains forward-looking information regarding future
events or Terex’s future financial performance based on the current
expectations of Terex Corporation. In addition, when included in this
press release, the words “may,” “expects,” “intends,” “anticipates,”
“plans,” “projects,” “estimates” and the negatives thereof and analogous
or similar expressions are intended to identify forward-looking
statements. However, the absence of these words does not mean that the
statement is not forward-looking. Terex has based these forward-looking
statements on current expectations and projections about future events.
These statements are not guarantees of future performance.
Because forward-looking statements involve risks and uncertainties,
actual results could differ materially. Such risks and uncertainties,
many of which are beyond the control of Terex, include among others (a)
any decision by Terex not to proceed with the Private Offering, (b)
potential changes in market conditions and (c) those risks and
uncertainties described under the section entitled “Part I. Item 1A.
Risk Factors” in Terex’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2015, filed with the Securities and Exchange
Commission, and under the section entitled “Part II. Item 1A. Risk
Factors” in Terex’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2016, Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2016 and Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2016, each filed with the
Securities and Exchange Commission, as such factors may be updated from
time to time in Terex’s periodic filings with the Securities and
Exchange Commission, which are accessible on the Securities and Exchange
Commission’s website at www.sec.gov.
Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in
these statements. These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements
that are included in Terex’s filings with the Securities and Exchange
Commission.
Actual events or the actual future results of Terex may differ
materially from any forward-looking statement due to these and other
risks, uncertainties and significant factors. The forward-looking
statements speak only as of the date of this release. Terex expressly
disclaims any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statement included in this release
to reflect any changes in expectations with regard thereto or any
changes in events, conditions or circumstances on which any such
statement is based.
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 its investors and the market.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170117006618/en/
Source: Terex Corporation
Terex Corporation
Brian J. Henry, 203-222-5954
Senior Vice President
Business Development & Investor Relations
brian.henry@terex.com