Terex Corporation Announces Amendment to Consent Solicitation
September 26 2016 - 7:00AM
Business Wire
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160926005656/en/
Terex CorporationBrian Henry, 203-222-5954Senior Vice President,
Business Development and Investor
Relationsbrian.henry@terex.com
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