UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 15, 2021
TEREX CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Delaware | 1-10702 | 34-1531521 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
| | | | | | | | | | | |
| 45 Glover Avenue | Norwalk | Connecticut | 06850 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code (203) 222-7170
| | |
| NOT APPLICABLE |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock ($0.01 par value) | TEX | New York Stock Exchange |
| | | | | |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). | |
| Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 8.01. Other Items
Conditional Redemption of 2025 Notes
On March 15, 2021, Terex Corporation (the “Company”) delivered a notice for the conditional redemption of all of its currently outstanding 5.625% Senior Notes due 2025 (the “2025 Notes”) pursuant to the indenture, dated as of January 31, 2017 (the “Indenture”), among Terex, the guarantors party thereto from time to time, and HSBC Bank USA, National Association, as trustee.
The redemption of the 2025 Notes is conditioned upon Terex having completed a debt financing on terms and conditions satisfactory to Terex yielding aggregate gross proceeds sufficient to (i) fund the redemption of all currently outstanding 2025 Notes (including all payments of principal, premium and interest as described therein) and (ii) pay all discounts, fees and expenses incurred in connection with the debt financing (such amounts collectively, the “Redemption Condition”). The redemption date for the 2025 Notes is April 5, 2021 (the “Redemption Date”), provided that the Redemption Date may be extended by Terex pending satisfaction of the Redemption Condition. The 2025 Notes will be redeemed at a redemption price equal to 102.813% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption (the “Redemption”).
The information furnished in this Current Report on Form 8-K pursuant to Item 8.01 does not constitute a notice of redemption under the Indenture, or an offer to tender for, or purchase, any of the 2025 Notes or any other security.
Cautionary Note Concerning Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking information regarding future events or Terex’s future financial performance based on the current expectations of Terex. In addition, when included herein, 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 (1) the consummation and timing of the Redemption and (2) those risks and uncertainties described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed February 12, 2021.
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 hereof. Terex expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement included herein to reflect any changes in expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 15, 2021
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| TEREX CORPORATION |
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By: /s/John D. Sheehan |
| John D. Sheehan |
| Senior Vice President and |
| Chief Financial Officer |
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