Terex Corporation Announces Commencement of Consent Solicitation
August 27 2015 - 9:00AM
Business Wire
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 certain
proposed amendments to the indentures governing the Notes. The
consent solicitation is being conducted in connection with the
previously announced merger (the “Merger”) of Terex with Konecranes
Plc, a Finnish public company limited by shares (“Konecranes”).
Terex is offering cash fees of $17.50 for each $1,000 principal
amount of 2021 Notes and $10.00 for each $1,000 principal amount of
2020 Notes (each, a “Consent Fee”) to holders of such Notes who
consent to the following proposed amendments (the “Proposed
Amendments”):
- Amend the definition of “Change of
Control” set forth in each indenture so that the Merger does not
constitute a “Change of Control” under such indenture and to permit
Konecranes to insert one or more holding companies below or above
Konecranes without triggering a “Change of Control” if such holding
companies do not affect Terex’s ultimate beneficial ownership.
- Amend the reporting covenant under each
indenture to permit Konecranes, instead of Terex (following the
consummation of the Merger), to furnish the information required
under each indenture and to provide that, if Konecranes qualifies
as a foreign private issuer, then the reporting covenant will be
satisfied if Konecranes furnishes, among other things, the
information, documents and other reports applicable to foreign
private issuers (provided that Konecranes will be required to
provide quarterly reports).
The consent solicitation is subject to the terms and conditions
set forth in the Notice of Consent Solicitation dated August 27,,
2015 (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 August 26, 2015 of Notes need to
validly deliver their consents prior to 5:00 p.m., New York City
time, on September 4, 2015 (the “Expiration Time”). Payment of a
Consent Fee for each series of Notes is conditioned upon the
receipt by Terex of the required majority consents in respect of
such series of Notes. Terex will pay the Consent Fee for a series
of Notes at such time as all the conditions with respect to such
series of Notes, including the consummation of the Merger, 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 amendments become effective for
such series of Notes.
The consent solicitation for the 2021 Notes is not conditioned
on receipt of majority consent for the 2020 Notes, and the consent
solicitation for the 2020 Notes is not conditioned on receipt of
majority consent for the 2021 Notes. Adoption of the Proposed
Amendments is not a condition to the consummation of the Merger.
While Terex expects to execute a supplemental indenture for each
series of Notes promptly after the receipt of the applicable
consents, the terms of the supplemental indentures will not become
operative unless and until the remaining conditions, including the
consummation of the Merger, have been satisfied or waived.
Terex may, in its sole discretion, terminate, extend or amend
the Solicitation at any time as described in the Notice. If the
consent solicitation is terminated, the Proposed Amendments will
have no effect on the Notes or the holders of the Notes.
In addition, whether or not the Proposed Amendments are approved
or any supplemental indentures executed, if any Notes remain
outstanding following the consummation of the Merger, Konecranes
intends to unconditionally guarantee Terex’s obligations under each
Indenture and series of Notes within 30 calendar days following the
consummation of the Merger.
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) 538-2147 (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 Amendments, (ii) the expected payment of
a Consent Fee, and (iii) the consummation of the Merger.
Actual results may differ materially due to a variety of factors
including: changed market conditions, the conditions for completing
the Merger, 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 lifting and material handling solutions
company reporting in five business segments: Aerial Work Platforms,
Construction, Cranes, Material Handling & Port Solutions and
Materials Processing. Terex manufactures a broad range of equipment
for use in various 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20150827005486/en/
Terex CorporationTom Gelston, 203-222-5943Vice President,
Investor Relationsthomas.gelston@terex.com
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