Terex Corporation Announces Receipt of Requisite Consents for Consent Solicitation
08 September 2015 - 10:49PM
Business Wire
Terex Corporation (NYSE: TEX) ("Terex") announced today that it
has received the requisite consents with respect to its previously
announced 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
certain proposed amendments to the indentures governing the Notes.
The consent solicitation was conducted in connection with the
previously announced merger (the “Merger”) of Terex with Konecranes
Plc, a Finnish public company limited by shares (“Konecranes”).
The consent solicitation expired at 5:00 p.m., New York City
time, on September 4, 2015 (the “Expiration Time”). As of the
Expiration Time, Terex had received the requisite consents needed
to approve the proposed amendments to the indentures governing the
Notes. These consents cannot be revoked.
Having received the requisite consents for each series of Notes,
Terex intends to promptly execute supplemental indentures covering
the proposed amendments to the indentures, as described in greater
detail in the Consent Solicitation Notice (the “Notice”) previously
provided to holders of Notes. The terms of the supplemental
indentures will not become operative unless and until the remaining
conditions to the consent solicitation have been satisfied or
waived.
In the event that each of the conditions to the consent
solicitation described in the Notice is satisfied or waived,
including but not limited to consummation of the Merger, Terex will
pay to each holder of record of Notes as of 5:00 p.m., New York
City time, on August 26, 2015, who delivered a valid consent prior
to the Expiration Time, a cash fee of $17.50 for each $1,000
principal amount of 2021 Notes and $10.00 for each $1,000 principal
amount of 2020 Notes consented to by such holder. Holders of Notes
of any series who did not submit consents prior to the Expiration
Time will not receive a consent fee, even if the proposed
amendments become operative with respect to such series of Notes.
Subject to applicable law, the consent solicitation with respect to
either series of Notes may be abandoned or terminated for any
reason at any time, including after the Expiration Time and prior
to the applicable proposed amendments becoming operative, in which
case the consents received with respect to such series of Notes
will be voided and no consent fee will be paid to any holders with
respect to such consents.
Consummation of the Merger is expected to occur in the first
half of 2016, subject to satisfaction of closing conditions
including approval by Terex’s stockholders and Konecranes’
shareholders.
Terex 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 was only made pursuant to the terms of the
Notice and the related Consent Form. The consent solicitation was
not made to, and consents were not 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 made any
recommendation as to whether or not holders should 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/20150908005958/en/
Terex CorporationTom Gelston, 203-222-5943Vice President,
Investor Relationsthomas.gelston@terex.com
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