Terex Corporation announces pricing of senior notes offering

Terex Corporation (“Terex”) 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”).

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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.