Terex Corporation Announces Commencement of Consent Solicitation
September 21 2016 - 9:29PM
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 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160921006626/en/
For Terex CorporationBrian Henry, 203-222-5954Senior Vice
President, BusinessDevelopment and Investor
Relationsbrian.henry@terex.com
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