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 18, 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 |
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| 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 7.01. Regulation FD Disclosure
New Senior Secured Credit Facility
Terex Corporation (“Terex”) intends to enter into a new credit agreement that, among other things, is expected to provide (i) a new revolving credit facility of up to $600.0 million (the “New Revolving Credit Facility”) that will mature in 2026 and (ii) a new $325.0 million term loan credit facility (the “New Term Loan Credit Facility,” and with the New Revolving Credit Facility, the “Credit Refinancing”) that will mature in 2028. Terex does not expect to borrow any portion of the New Revolving Credit Facility at closing and currently intends to use any related revolving loan incurred under the New Revolving Credit Facility for general corporate purposes. Terex intends to use the proceeds of the term loans under the New Term Loan Credit Facility to prepay, together with a portion of the proceeds from the Private Offering (as defined below), all outstanding amounts under its existing credit facility. There can be no assurance that Terex will consummate the Credit Refinancing on favorable terms or at all.
Item 8.01. Other Items
Notes Offering
On March 18, 2021, Terex issued a press release announcing that it intends to commence a private offering (the “Private Offering”) of $600 million aggregate principal amount of senior notes due 2029 (the “Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
There can be no assurance that Terex will be able to complete either the Private Offering or the Credit Refinancing on terms and conditions favorable to it or at all, and Terex may decide not to pursue either or both of the Private Offering and the Credit Refinancing before completion.
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.
The information furnished in this Current Report on Form 8-K pursuant to Item 8.01, including the information contained in Exhibit 99.1, is neither an offer to sell nor a solicitation of an offer to buy any of the Notes or the related guarantees in the Private Offering.
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 the timing of the Private Offering and the Credit Refinancing 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 18, 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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