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Terex Corporation Announces Proposed Senior Notes Offering

Terex Corporation 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”).

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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.