공시 • Oct 09
Terex Corporation (NYSE:TEX) completed the acquisition of Environmental Solutions Group from Dover Corporation (NYSE:DOV).
Terex Corporation (NYSE:TEX) entered into definitive agreement to acquire Environmental Solutions Group from Dover Corporation (NYSE:DOV) for approximately $2 billion on July 21, 2024. Terex has obtained fully committed debt financing from UBS Investment Bank and expects to fund the transaction with a combination of cash on hand and debt financing. On July 21, 2024, Terex entered into a Commitment Letter (the "Commitment Letter") with UBS Securities LLC ("UBS Securities") and UBS AG, Stamford Branch ("UBS AG" and, together with UBS Securities and their respective affiliates, "UBS") in which UBS committed to provide Terex with an aggregate principal amount of up to $1,545 million. On July 21, 2024, Terex and certain of its subsidiaries entered into an Incremental Assumption and Amendment Agreement and Amendment with UBS AG (the “Incremental Agreement”) relating to the Amended and Restated Credit Agreement dated as of April 1, 2021 among Terex, certain of its subsidiaries, the lenders and issuing banks party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, as amended (the “Existing Credit Agreement”). The Incremental Agreement, among other things, establishes delayed draw term loan commitments in the amount of $455 million to be provided by UBS AG as the initial delayed draw term lender. The Incremental Agreement also amends the Existing Credit Agreement to, among other things, establish the delayed draw term loan commitments and provide for the Transaction to be considered a limited condition acquisition pursuant to the Existing Credit Agreement. As of July 22, 2024, ESG reported the revenue of $750 million for the period ended 2023. The transaction is subject to customary closing conditions, including receipt of regulatory approvals and the expiration or termination of the required waiting period (and any extensions thereof) under the Hart-Scott-Rodino Act, as amended. As of September 10, 2024, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"). The transaction is anticipated to close in the second half of 2024. As of September 10, 2024, the transaction is expected to close later this year, subject to the satisfaction of customary non-regulatory closing conditions. As of September 19, 2024, the deal is expected to close early Q4, 2024. The deal enhances Terex's financial profile, delivering revenue growth, free cash flow, EBITDA margin and EPS accretion. The transaction is expected to be double-digit percentage adjusted EPS accretive in 2025, with meaningful growth anticipated thereafter. As of September 30, 2024, Terex Corporation announces pricing of private offering of $750 million. 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 of the subsidiaries and assets of Dover Corporation. The Private Offering of the Notes is expected to close on October 8, 2024, subject to customary closing conditions.
Centerview Partners LLC acted as financial advisor and Van Dyke, Brandon and Kim, Dohyun of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Dover. UBS Investment Bank is serving as exclusive financial advisor to Terex. Stuart Rogers of Alston & Bird LLP represented UBS Investment Bank as financial advisor. David Fisher of Pryor Cashman LLP acted as legal advisor to Terex. Ezra Schneck, Ryan L. Conley, Jason Greenberg, Michael Anstett, Amy L. Blackman, Philip Richter, Donna Mussio, Nicole Tark, Joshua Thomas Coleman, Tristan Schmidt, Maxwell Yim, Nathaniel L. Asker and Joshua D. Roth of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor to Terex.
Terex Corporation (NYSE:TEX) completed the acquisition of Environmental Solutions Group from Dover Corporation (NYSE:DOV) on October 8, 2024.