Terex Corporation Announces Pricing of Senior Notes Offering
18 January 2017 - 11:42AM
Business Wire
Terex Corporation (“Terex”) (NYSE:TEX) today announced that it
priced $600 million in new financing, not including discounts and
commissions or other offering expenses. This represents an increase
of $50 million from the transaction size announced earlier on
January 17, 2017. The $600 million principal amount of senior notes
(the “Notes”) due 2025 priced at 5.625% at par 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 Private Offering is expected to close on January 31, 2017,
subject to customary closing conditions.
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, including the repayment of borrowings
outstanding under Terex’s credit facilities.
The Notes were 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 Private Offering, (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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