SUBSEQUENT EVENT

6 Months Ended

Apr. 30, 2017

SUBSEQUENT EVENT

SUBSEQUENT EVENT

(20)  On May 31, 2017, the Company entered into a definitive agreement to acquire the stock and certain assets for substantially all of Wirtgen Group Holding GmbH’s (Wirtgen) business operations. Wirtgen, a privately-held international company, is the leading manufacturer worldwide of road construction equipment. Headquartered in Germany, Wirtgen has six brands across the road construction sector spanning processing, mixing, paving, compaction and rehabilitation. Wirtgen sells products in more than 100 countries and has approximately 8,000 employees.

The purchase price, which is payable in cash, is EUR 4,357 million (or approximately US $4,900 million based on the exchange rate as of May 25, 2017), with a portion held in escrow to secure certain indemnity obligations. In addition to the purchase price, the Company will assume substantially all liabilities and will pay Wirtgen an additional amount equal to five percent per annum multiplied by the purchase price for the period starting May 31, 2017 until the closing date (Ticking Fee). The estimated total transaction value is approximately EUR 4,600 million (or approximately US $5,200 million based on currency exchange rates as of May 25, 2017), which represents the aggregate purchase price, plus assumed net debt of Wirtgen, and the estimated ticking fee.

The transaction is expected to close in the first quarter of fiscal year 2018. The Company currently expects to fund the acquisition and the transaction expenses from a combination of cash and new debt financing.

The purchase is subject to regulatory approval in several jurisdictions as well as certain other customary closing conditions. Either the Company or Wirtgen may terminate the purchase agreement in the event the closing is not completed by February 28, 2018.