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Terex solicits consents to avoid change of control for 6%, 6˝% notes
New York, Aug. 27 – Terex Corp. announced a solicitation of consents for its 6% senior notes due 2021 and its 6˝% senior notes due 2020.
The solicitation is being conducted in connection with the merger between Terex and Konecranes plc, according to a news release.
Noteholders are being asked to amend the definition of “change of control” in the note indentures in order to exclude the merger with Konecranes and to allow Konecranes to insert one or more holding companies below or above Konecranes without triggering a change of control as long as those holding companies do not affect Terex’s ultimate beneficial ownership.
In addition, the proposed changes would amend the reporting covenant in each indenture to allow Konecranes instead of Terex to furnish required information. If Konecranes qualifies as a foreign private issuer, then the reporting covenant will be satisfied if Konecranes furnishes the information, documents and other reports applicable to foreign private issuers as well as quarterly reports.
Holders who deliver consents will receive a fee of $17.50 per $1,000 principal amount for the 6% notes and $10.00 per $1,000 principal amount for the 6˝% notes.
Consents must be delivered by 5 p.m. ET on Sept. 4.
Terex needs the approval from the holders of a majority of each series of notes to make the changes. Consent fees will only be paid if the solicitation is successful.
The two solicitations are independent of each other.
Terex also noted that Konecranes intends to unconditionally guarantee the notes within 30 days of completion of the merger.
Credit Suisse Securities (USA) LLC is solicitation agent (800 820-1653 or 212 538-2147). Global Bondholder Services Corp. is information and tabulation agent (866 470-3800, 212 430-3774 for banks and brokers).
Terex is a Westport, Conn., maker of equipment for lifting and material handling.
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