f8k011910.htm
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) January 15,
2010
(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.
Equity
Agreement
Terex
Corporation (“Terex” or the “Company”) previously disclosed that it had entered
into an Asset and Stock Purchase Agreement, dated as of December 20, 2009 (the
“Purchase Agreement”), with Bucyrus International, Inc. (“Bucyrus”) to sell its
mining equipment business (the “Business”) to Bucyrus for $1.3 billion in cash,
subject to certain closing adjustments (the “Disposition”). The terms
of the Purchase Agreement provide that on or prior to January 15, 2010, the
Company had the right, but not the obligation, to request that $300 million of
the purchase price for the Business be paid in the form of shares of Bucyrus’
common stock in lieu of cash at a purchase price of $51.64 per share, which
represents the average of the daily volume weighted average price per share of
Bucyrus stock for a period of 10 consecutive trading days prior to December 20,
2009. A copy of the Purchase Agreement is filed herewith as Exhibit
10.1 and is incorporated herein by reference.
On
January 15, 2010, Terex entered into an Equity Agreement with Bucyrus (the
“Equity Agreement”) to receive 5,809,731 shares of Bucyrus stock (the “Stock
Acquisition”) in lieu of $300 million of the cash purchase price. The
Stock Acquisition, which is subject to the closing of the Disposition, is
expected to close in the first quarter of 2010.
Upon
closing, the Company and Bucyrus will enter into a stockholders agreement with
respect to Terex’s rights as a stockholder, including providing for Terex’s
commitment that it will not directly or indirectly sell or otherwise transfer
its economic interest in the shares of Bucyrus stock received by it for a period
of one year. Bucyrus has also agreed to provide registration rights,
including demand registration and shelf registration rights, to facilitate the
sale of the shares of Bucyrus stock after the initial one year holding
period. The Company is currently evaluating different alternatives to
manage the risk associated with its investment in Bucyrus stock.
The
foregoing description of the Equity Agreement is qualified in its entirety by
reference to the Equity Agreement, a copy of which is filed herewith as Exhibit
10.2 and is incorporated herein by reference.
There are
no material relationships among the Company and Bucyrus or any of their
respective affiliates, other than with respect to the Purchase Agreement, the
Equity Agreement and the related ancillary agreements.
Bank Facility
Amendment
On
January 15, 2010, Terex and certain of its subsidiaries entered into an
amendment to their existing credit agreement with the lenders party thereto and
Credit Suisse, as administrative agent and collateral agent (the
“Amendment”). A copy of the Amendment is filed as Exhibit 10.3 to
this Form 8-K, and the following summary is qualified in its entirety by
reference to the Amendment.
Pursuant
to the Amendment, Terex is permitted to (i) acquire shares of common stock of
Bucyrus in connection with the Disposition and (ii) enter into hedging
agreements for the purpose of managing risk as a result of its investment in
Bucyrus stock. In accordance with the Amendment, Terex Mining
Australia Pty Ltd will be replaced as the Australian borrower by Terex Lifting
Australia Pty Ltd upon the closing of the Disposition.
Certain
of the lenders, or their affiliates, under the Amendment are party to other
agreements with the Company and its subsidiaries, including the provision of
commercial banking, investment
banking,
trustee and/or other financial services in the ordinary course of business of
the Company and its subsidiaries.
Item
9.01. Financial Statements and Exhibits.
10.1 Asset
and Stock Purchase Agreement dated as of December 20, 2009, between Terex
Corporation and Bucyrus International, Inc.
10.2 Equity
Agreement dated as of January 15, 2010, between Terex Corporation and Bucyrus
International, Inc.
10.3 Amendment
No. 4 dated as of January 15, 2010, to Credit Agreement dated as of July 14,
2006, among Terex Corporation, certain of its subsidiaries, the Lenders named
therein and Credit Suisse, as Administrative Agent and Collateral
Agent.
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: January
19, 2010
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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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