Terex Corp Files 8-K: Material Agreement & Financials

Ticker: TEX · Form: 8-K · Filed: Jul 24, 2024 · CIK: 97216

Sentiment: neutral

Topics: material-agreement, financial-statements, regulation-fd

TL;DR

Terex signed a big deal, filed financials. Details TBD.

AI Summary

Terex Corporation entered into a material definitive agreement on July 21, 2024. The company also provided a Regulation FD disclosure and filed financial statements and exhibits. Specific details of the agreement and financial information are not provided in this excerpt.

Why It Matters

This filing indicates a significant event for Terex Corporation, potentially involving a new contract, acquisition, or other material business development that could impact its financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant opportunities or risks depending on the nature of the agreement.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Terex Corporation?

The provided excerpt does not specify the details of the material definitive agreement.

What is the purpose of the Regulation FD disclosure filed by Terex Corporation?

The excerpt mentions a Regulation FD disclosure but does not provide its content or purpose.

What specific financial statements and exhibits were filed with this 8-K?

The excerpt indicates that financial statements and exhibits were filed, but does not list them.

When was Terex Corporation incorporated, and in which state?

Terex Corporation was incorporated in Delaware.

What is the principal business address of Terex Corporation?

The principal executive offices are located at 45 Glover Avenue, Norwalk, Connecticut 06850.

Filing Stats: 918 words · 4 min read · ~3 pages · Grade level 12.2 · Accepted 2024-07-24 16:43:31

Key Financial Figures

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. Transaction Agreement On July 21, 2024, Terex Corporation ("Terex" or the "Company") entered into a Transaction Agreement (the "TA") with Dover Corporation ("Dover"). Pursuant to the TA, Terex will acquire the subsidiaries of Dover that own and operate Dover's Environmental Solutions Group ("ESG"), a fully integrated equipment group serving the solid waste and recycling industry for a value of $2 billion (the "Transaction"). The consideration is being paid in cash and Terex has received committed financing for the Transaction, as described below. The purchase price is subject to post-closing adjustments based upon the level of net working capital and cash and debt in the ESG business at the closing date. ESG designs and manufactures refuse collection vehicles, waste compaction equipment, and associated parts and digital solutions. The Transaction, which is subject to regulatory clearance and other customary closing conditions, is targeted to close in the second half of 2024. There are no material relationships among the Company and Dover or any of their respective affiliates, other than with respect to the TA and the related ancillary agreements. Commitment Letter On July 21, 2024, Terex entered into a Commitment Letter (the "Commitment Letter") with UBS Securities LLC ("UBS Securities") and UBS AG, Stamford Branch ("UBS AG" and, together with UBS Securities and their respective affiliates, "UBS") in which UBS committed to provide Terex with an aggregate principal amount of up to $1,545 million. Incremental Assumption and Amendment Agreement and Amendment On July 21, 2024, Terex and certain of its subsidiaries entered into an Incremental Assumption and Amendment Agreement and Amendment with UBS AG (the "Incremental Agreement") relating to the Amended and Restated Credit Agreement dated as of April 1, 2021 among Terex, certain of its subsidiaries, the lenders and issuing banks party thereto and Cr

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On July 22, 2024, Terex issued a press release announcing its entry into the TA. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and a copy of a presentation relating to the Transaction is included as Exhibit 99.2 to this Form 8-K. The information in Item 7.01 and in Exhibits 99.1 and 99.2 furnished herewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act unless specifically stated by the Company. - 2 -

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press release of Terex Corporation issued on July 22, 2024 . 99.2 Presentation of Terex Corporation given on July 22, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: July 24, 2024 TEREX CORPORATION By: /s/Scott J. Posner Scott J. Posner Senior Vice President General Counsel and Secretary - 3 -

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