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)
June 21, 2016
TEREX CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-10702
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34-1531521
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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200 Nyala Farm Road, Westport, Connecticut
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06880
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code
(203) 222-7170
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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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))
Item 1.01. Entry Into a Material Definitive Agreement.
On June 21, 2016, Terex Corporation (“Terex” or the “Company”) entered into Amendment No. 1 to the Stock and Asset Purchase Agreement (the “Amendment”) with Konecranes Plc, a Finnish public company limited by shares (“Konecranes”). Pursuant to the Amendment, the cash consideration that Terex will receive from the sale of its Material Handling and Port Solutions business (“MHPS”) was changed from $820 million to $595 million and €200 million. Due to the global nature of Terex’s business and its cash requirements, it will be beneficial for Terex to receive a portion of the cash proceeds in Euros.
The foregoing summary is qualified in its entirety by reference to the Amendment, a copy of which is included as Exhibit 2.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
2.1 Amendment No. 1 to the Stock and Asset Purchase Agreement, dated as of June 21, 2016 by and between Terex Corporation and Konecranes Plc
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: June 24, 2016
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TEREX CORPORATION
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By: /s/ Eric I Cohen
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Eric I Cohen
Senior Vice President, Secretary and General Counsel
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This AMENDMENT NO.1 TO THE SHARE AND ASSET PURCHASE AGREEMENT (this “
Amendment
”), dated as of June 21, 2016 is made by and among Terex Corporation, a Delaware corporation (“
Seller
”), and Konecranes Plc, a Finnish public company limited by shares (“
Buyer
” and collectively with Seller, the “
Parties
” and each individually, a “
Party
”).
WHEREAS, the Parties entered into a Share and Asset Purchase Agreement dated May 16, 2016 (the “
Purchase Agreement
”); and
WHEREAS, the Parties wish to amend the Purchase Agreement in accordance with the terms set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and in the Purchase Agreement, Buyer and Seller hereby agree as follows:
1.
Certain Defined Terms
. Capitalized terms used in this Amendment that are not defined herein have the meanings specified in the Purchase Agreement.
2.
Amendment
. Section 2.06(a)(i) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“(i) an aggregate amount in cash equal to the sum (the “
Cash Consideration
”) of: (i) $595,000,000 (the “
USD Cash Consideration
”) and €200,000,000 (the “
Euro Cash Consideration
”),
plus
(ii) the Estimated Buyer Working Capital Payment, if any,
minus
(iii) the Estimated Seller Working Capital Payment, if any,
plus
(iv) the absolute value of the amount of Estimated Net Debt, if negative,
minus
(v) the amount of Estimated Net Debt, if positive,
minus
(vi) the Estimated Divestiture Adjustment Amount,
minus
(vii) if the Seller has not accepted the French Offer prior to the Closing, the France Purchase Price. The amounts in (ii), (iii), (iv), (v), (vi) and (vii) in this Section shall be added or subtracted, as applicable, to the USD Cash Consideration. The Euro Cash Consideration shall be paid to one or more non-U.S. subsidiaries of Seller, as determined by Seller, in Seller’s sole discretion. The USD Cash Consideration shall be subject to an additional adjustment after the Closing pursuant to
Section 2.07(c)
and
Section 2.07(f)
; and”
3.
Miscellaneous
(a)
References
. Except as specifically modified in this Amendment, all of the terms and conditions of the Purchase Agreement shall remain in full force and effect. All references to the Purchase Agreement in any document, instrument, agreement, or writing delivered pursuant to the Purchase Agreement (as amended hereby) shall hereafter be deemed to refer to the Purchase Agreement as amended hereby.
(b)
Counterparts
. This Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.
(c)
Governing Law
. This Amendment shall be governed and construed in accordance with the Laws of the State of New York, including as to validity, interpretation, enforcement and effect, without regard to any applicable conflicts of law principles to the extent that the application of the Laws of another jurisdiction would be required thereby.
[
Signature Page Follows
]
IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment to be executed on the date first written above by their respective duly authorized officers.
SELLER:
TEREX CORPORATION
By: /s/ Eric I Cohen
Name: Eric I Cohen
Title: Senior Vice President
BUYER:
KONECRANES PLC
By: /s/ Panu Routila
Name: Panu Routila
Title: President & CEO