8-K

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)

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

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 8.01. Other Items

On March 18, 2021, Terex Corporation (“Terex”) issued a press release announcing that it has priced a private offering (the “Private Offering”) of $600 million in aggregate principal amount of 5.00% senior notes due 2029 (the “Notes”) at par in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

The Private Offering of the Notes is expected to close on April 1, 2021, subject to customary closing conditions. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 (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

99.1 Press Release of Terex, dated March 18, 2021, announcing the pricing of the Private Offering.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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

TEREX CORPORATION

By: /s/John D. Sheehan

John D. Sheehan

Senior Vice President and

Chief Financial Officer

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EX-99.1

Terex Corporation Announces Pricing of Private Offering of $600 Million of 5.00% Senior Notes Due 2029

NORWALK, CT. March 18, 2021--- Terex Corporation (“Terex”) (NYSE:TEX) today announced that it has priced a private offering (the “Private Offering”) of $600 million in aggregate principal amount of 5.00% senior notes due 2029 (the “Notes”) at par.

Terex intends to use the net proceeds from the Private Offering, together with the proceeds of other anticipated new debt and cash on hand, to (i) redeem in full its 5.625% senior notes due 2025 (the “2025 Notes”), (ii) refinance all outstanding indebtedness under its existing senior secured credit facilities (the “Credit Facility Refinancing”) and (iii) pay related premiums, fees, discounts and expenses. There can be no assurance that Terex will consummate the Credit Facility Refinancing on favorable terms or at all. If the Credit Facility Refinancing is not consummated, Terex intends to use the proceeds from this offering of the Notes, together with cash on hand, to fund the redemption of the 2025 Notes and to pay related premiums, fees, discounts and expenses.

The Notes and the related guarantees will be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. 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 Private Offering of the Notes and the related guarantees is expected to close on April 1, 2021, subject to customary closing conditions.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or the related guarantees in any jurisdiction, or an offer to purchase, the solicitation of an offer to sell or a notice to redeem any 2025 Notes.

Forward Looking Statements:

This press release contains forward-looking information regarding future events or Terex’s future financial performance based on the current expectations of Terex. In addition, when included in this press release, 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: (a) any decision by Terex not to proceed with the proposed Private Offering and/or the Credit Facility Refinancing, (b) potential changes in market conditions and (c) 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, 2020.

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 of this release. Terex expressly disclaims any obligation or undertaking to release publicly any updates

or revisions to any forward-looking statement included in this release to reflect any changes in expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based.

About Terex:

Terex Corporation is a global manufacturer of aerial work platforms and materials processing machinery. Terex designs, builds, and supports products used in construction, maintenance, manufacturing, energy, minerals and materials management applications. Terex's products are manufactured in North and South America, Europe, Australia, and Asia and sold worldwide. Terex engages with customers through all stages of the product life cycle, from initial specification and financing to parts and service support.

Contact Information:

Terex Corporation

Randy Wilson

Director, Investor Relations

203-221-5415

XML

Cover Page	Mar. 18, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 18, 2021
Entity Registrant Name	TEREX CORP
Entity Central Index Key	0000097216
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-10702
Entity Tax Identification Number	34-1531521
Entity Address, Address Line One	45 Glover Avenue
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06850
City Area Code	203
Local Phone Number	222-7170
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($0.01 par value)
Trading Symbol	TEX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false