NORWALK,
Conn., Sept. 30, 2024 /PRNewswire/ -- Terex
Corporation ("Terex") (NYSE:TEX) today announced that it intends to
offer, subject to market and other conditions, $750 million in aggregate principal amount of
senior notes due 2032 (the "Notes") 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").
Terex intends to use the proceeds from the Private Offering,
together with the new term loan borrowings described below and cash
on hand, to consummate Terex's previously announced acquisition
(the "Acquisition") of the subsidiaries and assets of Dover
Corporation ("Dover") that constitute Dover's Environmental
Solutions Group ("ESG"), and to pay related fees, costs and
expenses.
The Notes and the related guarantees will be offered and sold
only to persons reasonably believed to be qualified institutional
buyers in reliance on Rule 144A under the Securities Act and to
certain non-U.S. persons in transactions outside the United States pursuant to Regulation S
under the Securities Act. The Notes and the related guarantees 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.
Concurrently with the Private Offering, Terex is also seeking to
amend (the "Amendment") its existing credit agreement (i) to
increase the size of its revolving credit facilities to
$800 million from $600 million and to extend the maturity of its
revolving credit facilities to the fifth anniversary of the closing
of the Acquisition and (ii) to provide for a new term loan facility
which will mature on the seventh anniversary of the closing of the
Acquisition and pursuant to which Terex expects to incur term loans
in an aggregate amount of up to $1,250
million. There can be no assurance that Terex will be able
to complete the Private Offering or the Amendment on terms and
conditions favorable to it or at all.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes or the related guarantees
in any jurisdiction.
Forward Looking Statements:
This press release contains forward-looking information (within
the meaning of Section 27A of the Securities Act, Section 21E of
the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995) regarding future events or Terex's
future financial performance that involve certain contingencies and
uncertainties. In addition, when included in this press release,
the words "may," "expects," "should," "intends," "anticipates,"
"believes," "plans," "projects," "estimates," "will" 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. Such
statements are inherently subject to a variety of risks and
uncertainties that could cause actual results to differ materially
from those reflected in such forward-looking statements.
Because forward-looking statements involve risks and
uncertainties, actual results could differ materially from those
risks reflected in such forward-looking statements. Such risks and
uncertainties, many of which are beyond the control of Terex,
include, among others, (1) the consummation and the timing of the
Private Offering and the Amendment, (2) the consummation of the
Acquisition and (3) those risks and uncertainties described under
the caption "Risk Factors" in Terex's Annual Report on Form 10-K
for the fiscal year ended December 31,
2023, filed with the Securities and Exchange Commission (the
"SEC") on February 9, 2024, Terex's
Quarterly Report on Form 10-Q for the quarterly period June 30, 2024 filed with the SEC on July 31, 2024 and the risk factors included in
Exhibit 99.2 to Terex's Current Report on Form 8-K filed with the
SEC on September 30, 2024.
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 material 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 is a global manufacturer of materials processing machinery
and aerial work platforms. We design, build and support products
used in maintenance, manufacturing, energy, recycling, minerals and
materials management, and construction applications. Certain Terex
products and solutions enable customers to reduce their impact on
the environment including electric and hybrid offerings that
deliver quiet and emission-free performance, products that support
renewable energy, and products that aid in the recovery of useful
materials from various types of waste. Our products are
manufactured in North America,
Europe, Australia and Asia and sold worldwide. We engage with
customers through all stages of the product life cycle, from
initial specification to parts and service support. We report our
business in the following segments: (i) Materials Processing and
(ii) Aerial Work Platforms.
Contact Information:
Derek Everitt
VP Investor Relations
Email: InvestorRelations@Terex.com
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SOURCE Terex Corporation