Terex (TEX) Prices $750M Notes Offering

Terex Corporation ("Terex") (NYSE: TEX) today announced that it has priced its previously announced private offering (the "Private Offering") of $750 million in aggregate principal amount of 6.250% senior notes due 2032 (the "Notes") at par.

Terex intends to use the proceeds from the Private Offering, together with the new term loan borrowings described below and cash on hand, to consummate Terex's previously announced acquisition (the "Acquisition") of the subsidiaries and assets of Dover Corporation ("Dover") that constitute Dover's Environmental Solutions Group ("ESG"), and to pay related fees, costs and expenses.

The Notes and the related guarantees will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions 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 October 8, 2024, subject to customary closing conditions.

Concurrently with the closing of the Acquisition, Terex also expects to consummate an amendment (the "Amendment") to its existing credit agreement, subject to customary closing conditions. The Amendment is expected (i) to increase the size of its revolving credit facilities to $800 million from $600 million and to extend the maturity of its revolving credit facilities to the fifth anniversary of the closing of the Acquisition and (ii) to provide for a new term loan facility which will mature on the seventh anniversary of the closing of the Acquisition and pursuant to which Terex expects to incur term loans in an aggregate amount of up to $1,250 million.

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.

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