Terex Corporation Announces Proposed Senior Notes Offering
January 17 2017 - 8:26AM
Business Wire
Terex Corporation (NYSE:TEX) today announced that it intends to
offer, subject to market and other conditions, $550 million in
aggregate principal amount of senior notes (the “Notes”) due 2025
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 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.
The Notes will be 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 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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Terex CorporationBrian J. Henry, 203-222-5954Senior Vice
PresidentBusiness Development & Investor
Relationsbrian.henry@terex.com
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