TEREX CORPORATION (NASDAQ:TEX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.
In connection with the disposition of Terex Corporations (Terex or
the Company) Material Handling and Port Solutions business (the
MHPS Business) described in Item 2.01 below (the Disposition), the
Company received, among other consideration, 19,600,000 shares of
newly issued Konecranes Plc (Konecranes) Class B stock. The Company
and Konecranes entered into a Stockholders Agreement (the
Stockholders Agreement), dated as of January 4, 2017, providing for
certain restrictions, including Terexs commitment that it will not
directly or indirectly sell or otherwise transfer the shares of
Konecranes stock received by the Company for a period of three
months, subject to certain exceptions, including transfers to
affiliates. In addition, under the Stockholders Agreement, Terex is
subject to certain standstill obligations for a four-year period,
as well as some limited obligations following the initial four-year
period. Terex also has customary registration rights to a
registration rights agreement between Terex and Konecranes entered
into on January 4, 2017 (the Registration Rights Agreement). The
foregoing summaries of the Stockholders Agreement and Registration
Rights Agreement set forth above are qualified by reference to such
agreements filed herewith as Exhibits 10.1 and 10.2, respectively,
and are incorporated herein by reference.
the Company) Material Handling and Port Solutions business (the
MHPS Business) described in Item 2.01 below (the Disposition), the
Company received, among other consideration, 19,600,000 shares of
newly issued Konecranes Plc (Konecranes) Class B stock. The Company
and Konecranes entered into a Stockholders Agreement (the
Stockholders Agreement), dated as of January 4, 2017, providing for
certain restrictions, including Terexs commitment that it will not
directly or indirectly sell or otherwise transfer the shares of
Konecranes stock received by the Company for a period of three
months, subject to certain exceptions, including transfers to
affiliates. In addition, under the Stockholders Agreement, Terex is
subject to certain standstill obligations for a four-year period,
as well as some limited obligations following the initial four-year
period. Terex also has customary registration rights to a
registration rights agreement between Terex and Konecranes entered
into on January 4, 2017 (the Registration Rights Agreement). The
foregoing summaries of the Stockholders Agreement and Registration
Rights Agreement set forth above are qualified by reference to such
agreements filed herewith as Exhibits 10.1 and 10.2, respectively,
and are incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 4, 2017, the Company completed the previously announced
Disposition to Konecranes and certain of its subsidiaries to the
terms of that certain Stock and Asset Purchase Agreement (the SAPA)
between the Company and Konecranes, dated as of May 16, 2016, as
amended. The Company received 19,600,000 shares of newly issued
Konecranes Class B stock and approximately $595 million and 200
million cash, as adjusted for estimated amounts of cash, debt,
working capital and the Stahl Crane Systems (Stahl) divestiture
being undertaken by Konecranes in connection with the Disposition.
The final Disposition consideration will be adjusted based on the
actual amounts of cash, debt, working capital, 2016 MHPS Business
EBITDA, the 2015 EBITDA of Stahl and the Stahl divestiture
proceeds. The foregoing summary of the SAPA set forth above is
qualified by reference to such agreement, as amended, which are
included as Exhibits 2.1 and 2.2 hereto and are incorporated herein
by reference.
Disposition to Konecranes and certain of its subsidiaries to the
terms of that certain Stock and Asset Purchase Agreement (the SAPA)
between the Company and Konecranes, dated as of May 16, 2016, as
amended. The Company received 19,600,000 shares of newly issued
Konecranes Class B stock and approximately $595 million and 200
million cash, as adjusted for estimated amounts of cash, debt,
working capital and the Stahl Crane Systems (Stahl) divestiture
being undertaken by Konecranes in connection with the Disposition.
The final Disposition consideration will be adjusted based on the
actual amounts of cash, debt, working capital, 2016 MHPS Business
EBITDA, the 2015 EBITDA of Stahl and the Stahl divestiture
proceeds. The foregoing summary of the SAPA set forth above is
qualified by reference to such agreement, as amended, which are
included as Exhibits 2.1 and 2.2 hereto and are incorporated herein
by reference.
In connection with the Disposition, the Company and Konecranes
entered into certain ancillary agreements, including a Transition
Services Agreement, dated as of January 4, 2017, under which the
parties will provide one another certain transition services to
facilitate the separation of the MHPS Business being disposed from
the businesses being retained by the Company and interim operations
of the MHPS Business being acquired by Konecranes.
entered into certain ancillary agreements, including a Transition
Services Agreement, dated as of January 4, 2017, under which the
parties will provide one another certain transition services to
facilitate the separation of the MHPS Business being disposed from
the businesses being retained by the Company and interim operations
of the MHPS Business being acquired by Konecranes.
As part of the Disposition, Konecranes articles of association were
amended to create the new class of B shares. to the Stockholders
Agreement and amended articles of association, Terex will be
entitled to nominate up to two members to the Board of Directors of
Konecranes as long as Terexs or its group companies’ shareholding
in Konecranes exceeds certain agreed thresholds. Terex’s initial
Board nominees are David Sachs and Oren Shaffer as of closing of
the transaction.
amended to create the new class of B shares. to the Stockholders
Agreement and amended articles of association, Terex will be
entitled to nominate up to two members to the Board of Directors of
Konecranes as long as Terexs or its group companies’ shareholding
in Konecranes exceeds certain agreed thresholds. Terex’s initial
Board nominees are David Sachs and Oren Shaffer as of closing of
the transaction.
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A copy of the press release announcing the completion of the
Disposition is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
Disposition is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
Item 8.01. Other Events.
Terex issued a press release on January 4, 2017, announcing the
redemption (the Redemption) of $300 million of its outstanding
6.00% Senior Notes due 2021 and intention to retire all $300
million of its 6.50% Senior Notes due 2020. The full text of the
press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
redemption (the Redemption) of $300 million of its outstanding
6.00% Senior Notes due 2021 and intention to retire all $300
million of its 6.50% Senior Notes due 2020. The full text of the
press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial
information giving effect to the Disposition is reflected in
Exhibit 99.3 and are incorporated herein by reference.
information giving effect to the Disposition is reflected in
Exhibit 99.3 and are incorporated herein by reference.
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(d)
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Exhibits
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2.1 Stock and Asset Purchase Agreement, dated as of May 16, 2016,
by and between Terex Corporation and Konecranes Plc (incorporated
by reference to the Current Report on Form 8-K>of Terex
Corporation filed with the Securities and Exchange Commission on
May 19, 2016)
by and between Terex Corporation and Konecranes Plc (incorporated
by reference to the Current Report on Form 8-K>of Terex
Corporation filed with the Securities and Exchange Commission on
May 19, 2016)
2.2 Amendment No. 1 to the Stock and Asset Purchase Agreement,
dated as of June 21, 2016 by and between Terex Corporation and
Konecranes Plc (incorporated by reference to the Current Report on
Form 8-K of Terex Corporation filed with the Securities and
Exchange Commission on June 24, 2016)
dated as of June 21, 2016 by and between Terex Corporation and
Konecranes Plc (incorporated by reference to the Current Report on
Form 8-K of Terex Corporation filed with the Securities and
Exchange Commission on June 24, 2016)
10.1 Shareholders Agreement, dated as of January 4, 2017 by and
between Terex Corporation and Konecranes Plc
between Terex Corporation and Konecranes Plc
10.2 Registration Rights Agreement, dated as of January 4, 2017 by
and between Terex Corporation and Konecranes Plc
and between Terex Corporation and Konecranes Plc
99.1 Press release of Terex Corporation issued on January 4, 2017
regarding the Disposition
regarding the Disposition
99.2 Press release of Terex Corporation issued on January 4, 2017
regarding the Redemption
regarding the Redemption
99.3 Unaudited Pro Forma Condensed Consolidated Financial
Information giving effect to the Disposition
Information giving effect to the Disposition
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