Terex to Acquire Manitowoc's North American Assets

Ticker: TEX · Form: 8-K · Filed: Oct 9, 2024 · CIK: 97216

Sentiment: neutral

Topics: acquisition, corporate-action

Related Tickers: TEX, MTW

TL;DR

Terex buying Manitowoc's NA assets to boost crane biz.

AI Summary

Terex Corporation (TEX) announced on October 8, 2024, that it has entered into a definitive agreement to acquire the assets of the North American operations of Manitowoc Company, Inc. The transaction is expected to close in the fourth quarter of 2024 and is subject to customary closing conditions. This acquisition is expected to enhance Terex's product offerings and expand its market reach.

Why It Matters

This acquisition is expected to strengthen Terex's position in the crane market by adding complementary products and expanding its geographic footprint.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and the possibility of not achieving expected synergies.

Key Players & Entities

FAQ

What specific assets of Manitowoc's North American operations is Terex acquiring?

The filing states that Terex is acquiring the assets of the North American operations of Manitowoc Company, Inc., but does not specify the exact assets in this report.

What is the expected closing date for the acquisition?

The acquisition is expected to close in the fourth quarter of 2024.

Are there any conditions that must be met for the acquisition to close?

Yes, the transaction is subject to customary closing conditions.

What is the trading symbol for Terex Corporation?

The trading symbol for Terex Corporation is TEX.

What is the principal executive office address for Terex Corporation?

The principal executive office address for Terex Corporation is 301 Merritt 7, 4th Floor, Norwalk, Connecticut 06851.

Filing Stats: 2,636 words · 11 min read · ~9 pages · Grade level 12.4 · Accepted 2024-10-08 21:06:51

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Indenture and 6.250% Senior Notes due 2032 On October 8, 2024 (the " Closing Date "), Terex Corporation (the " Company ") completed its previously announced private offering (the " Senior Notes Offering ") of $750.0 million aggregate principal amount of its 6.250% Senior Notes due 2032 (the " Senior Notes "). The Senior Notes were issued pursuant to an indenture dated as of October 8, 2024 (the " Indenture "), among the Company, HSBC Bank USA, National Association, as trustee (" HSBC " or the " Trustee "), and the guarantors named therein (the " Guarantors "). The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company's wholly-owned domestic subsidiaries that guarantee the New Credit Facilities (as defined below). The Senior Notes and the related guarantees were offered in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the " Securities Act "), and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Indenture and the Senior Notes provide, among other things, that the Senior Notes will be the Company's senior unsecured obligations and will rank equally in right of payment with all of the Company's senior unsecured indebtedness. The Senior Notes will bear interest from October 8, 2024 at an annual rate of 6.250%, payable semi-annually on April 15 and October 15 of each year, commencing on April 15, 2025. The Senior Notes will mature on October 15, 2032. The Company may redeem the Senior Notes in whole or in part, on or after October 15, 2027, at the redemption prices set forth in the Indenture. Prior to October 15, 2027, the Company may redeem the Senior Notes, in whole or in part, at a price equal to 100% of the principal amount thereof plus a "make-whole" premium set forth in the Indenture. In addition, prior to

01. Completion of Acquisition or Disposition

Item 2.01. Completion of Acquisition or Disposition of Assets. On the Closing Date, in accordance with the Transaction Agreement, dated as of July 21, 2024, as amended by the First Amendment to the Transaction Agreement, dated as of October 8, 2024 (and as may be further amended, the " TA "), by and between the Company and Dover, the Company completed its acquisition of ESG from Dover for a purchase price of $2.0 billion in cash, subject to customary closing adjustments to be finalized after the Closing Date. The Company financed the purchase price and related fees and expenses using the net proceeds from the Senior Notes, new term loan borrowings under the New Term Facility and cash on hand. 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. The foregoing discussion of the TA is qualified in its entirety by reference to the TA, a copy of which is attached hereto and incorporated by reference herein as Exhibit 2.1 to this Current Report on Form 8-K.

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 8, 2024, the Company issued a press release announcing the completion of the Acquisition. The information in Item 7.01 and in Exhibit 99.1 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 or the Exchange Act unless specifically stated by the Company.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses or Funds Acquired The audited combined financial and the independent auditors report thereon, and the unaudited condensed combined financial statements of ESG as of June 30, 2024 and for the six months ended June 30, 2024 and June 30, 2023, are incorporated by reference as Exhibits 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. (b) Pro Forma Financial Information The Company intends to file any pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K not later than 71 days after the required filing date for this Current Form 8-K is required to be filed. (d) Exhibits Exhibit Number Description 2.1*+ Transaction Agreement, by and between Terex Corporation and Dover Corporation, dated as of July 21, 2024. 2.2* First Amendment to Transaction Agreement, by and between Terex Corporation and Dover Corporation, dated as of October 8, 2024. 4.1 Indenture, dated as of October 8, 2024, among Terex Corporation, the subsidiary guarantors named therein and the Trustee (including the Form of 6.250% Senior Notes due 2032 included therein). 10.1* Incremental Assumption Agreement, Borrowing Subsidiary Agreement and Amendment No. 2, dated as of October 8, 2024, among Terex Corporation, certain of its subsidiaries, the lenders and issuing banks party thereto, UBS AG Cayman Islands Branch, as existing administrative agent, and UBS AG, Stamford Branch, as successor administrative agent, relating to the Amended and Restated Credit Agreement, dated as of April 1, 2021, among Terex Corporation, certain of its subsidiaries, the lenders and issuing banks party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral

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: October 8, 2024 By: /s/ Julie A. Beck Julie A. Beck Senior Vice President and Chief Financial Officer

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