Terex Corporation (“Terex”) (NYSE:TEX) today announced that it
has commenced a tender offer (the “Tender Offer”) to purchase for
cash up to $550 million in aggregate principal amount (the “Tender
Cap”) of its outstanding 6.00% Senior Notes due 2021 (“Notes”).
The following table summarizes the material pricing terms of the
Tender Offer for each $1,000 principal amount of Notes.
Outstanding
Early
Principal
2021 Notes
Title of
Early Tender
Tender Offer
Tender
Total
CUSIP/ISIN Nos.
Amount
Tender Cap
Security
Deadline
Consideration*
Payment
Consideration*
880779AY9 /
$850,000,000
$550,000,000
6.00% Senior
January 30, 2017
$1,021.25
$10.00
$1,031.25
US880779AY95
Notes due
5:00 p.m.
2021
NYC time
____________
* Plus accrued and unpaid interest.
Holders of Notes (“Holders”) who validly tender (and do not
validly withdraw) their Notes prior to 5:00 P.M., New York City
time, on January 30, 2017, unless such time is extended by Terex in
its sole discretion (the “Early Tender Deadline”), will be eligible
to receive, subject to the Tender Cap, the total consideration of
$1,031.25 per $1,000 principal amount of Notes tendered (the “Total
Consideration”), which includes $1,021.25 as the tender offer
consideration (the “Tender Offer Consideration”) and $10.00 as an
early tender payment (the “Early Tender Payment”), on the initial
settlement date, which will be a business day chosen by Terex
promptly following the Early Tender Deadline and the satisfaction
or waiver of the conditions to consummation of the Tender Offer,
and is expected to be January 31, 2017 (the “Initial Settlement
Date”). Holders who validly tender their Notes after the Early
Tender Deadline and prior to 11:59 p.m., New York City time, on
February 13, 2017, unless extended by Terex in its sole discretion
(the “Expiration Time”), will be eligible to receive, subject to
the Tender Cap, the Tender Offer Consideration, but not the Early
Tender Payment, on the final settlement date, which is expected to
be February 14, 2017, the next business day following the
Expiration Time (the “Final Settlement Date”).
Holders will also receive accrued and unpaid interest from the
last interest payment date on their Notes up to, but not including,
the applicable settlement date for all of their Notes that we
accept for purchase in the Tender Offer.
The Tender Offer is scheduled to expire at the Expiration Time.
Validly tendered Notes may be withdrawn at any time on or prior to
5:00 P.M., New York City time, on January 30, 2017 unless extended
by Terex (the “Withdrawal Time”). Any tender of Notes pursuant to
the Tender Offer may be validly withdrawn at any time prior to the
Withdrawal Deadline, but not thereafter unless required by law.
Terex expects to fund the purchase of the Notes tendered with
proceeds received in a new financing transaction together with
available cash on hand. If the Tender Offer is consummated, to the
extent the amount of Notes tendered is less than the Tender Cap,
Terex intends to redeem any Notes that remain outstanding
afterwards in accordance with the indenture governing the Notes,
such that the aggregate amount of Notes repurchased or redeemed, as
the case may be, is up to an amount equal to the Tender Cap.
Concurrently with the commencement of the Tender Offer, Terex
issued a conditional notice of redemption for any and all of the
Notes that remain outstanding after the Final Settlement Date at a
redemption price of 103.000%, plus accrued and unpaid interest,
which is subject to a financing condition. Terex will redeem such
Notes on February 15, 2017. In addition, on January 4, 2017, Terex
issued a notice of partial redemption for an aggregate principal
amount of $300.0 million of the Notes at a redemption price of
103.000% of principal amount, plus accrued and unpaid interest to
the redemption date of February 3, 2017. This press release does
not constitute a notice of redemption or an obligation to issue a
notice of redemption.
Terex’s obligation to accept for payment and pay for any Notes
validly tendered (and not validly withdrawn) pursuant to the Tender
Offer is conditioned upon the satisfaction or waiver of certain
conditions, including having completed a new financing transaction
on terms acceptable to it and receipt of net proceeds from such
financing transactions, together with available cash on hand, in an
amount sufficient to pay the Total Consideration for all the
tendered Notes, plus all fees and expenses incurred in connection
with the Tender Offer, plus all accrued and unpaid interest on the
Notes from the last interest payment date on the Notes up to, but
not including, the applicable settlement date.
The complete terms and conditions of the Tender Offer are set
forth in Terex’s Offer to Purchase and the related Letter of
Transmittal, dated January 17, 2017 (together, the “Offer to
Purchase”), that is being sent to Holders. Holders are urged to
read the Offer to Purchase and related documents carefully before
making any decision with respect to the Tender Offer. Holders must
make their own decisions as to whether to tender their Notes and,
if they decide to do so, the principal amount of the Notes to
tender.
Holders may obtain copies of the Offer to Purchase from the
Tender Agent and Information Agent for the Tender Offer, Global
Bondholder Services, at (866) 470-4300 (toll free).
Deutsche Bank Securities Inc. and Credit Suisse Securities (USA)
LLC are the Dealer Managers for the Tender Offer. Questions
regarding the Tender Offer may be directed to Deutsche Bank
Securities Inc. at (855) 287-1922 (toll free) or (212) 250-7527
(collect) or to Credit Suisse Securities (USA) LLC at (800)
820-1653 (toll free) or (212) 538-1862 (collect).
None of Terex, the Dealer Managers, the Tender Agent and
Information Agent or any other person makes any recommendation as
to whether holders of Notes should tender their Notes, and no one
has been authorized to make such a recommendation.
This press release is for informational purposes only and does
not constitute an offer to purchase, an offer to sell, or a
solicitation of an offer to purchase or sell with respect to any
securities.
The Tender Offer is being made solely pursuant to the Offer to
Purchase. The Tender Offer is not being made to Holders in any
jurisdiction in which the making of or acceptance of a tender offer
would not be in compliance with the laws of such jurisdiction.
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 proposed tender offer, (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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170117005878/en/
Terex CorporationBrian J. Henry, 203-222-5954Senior Vice
PresidentBusiness Development & Investor
Relationsbrian.henry@terex.com
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