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.