Business Context and Reporting Period
This Form 8-K, dated January 20, 2026, serves as a supplement to the Definitive Proxy Statement regarding the proposed all-stock merger between Terex Corporation ("Terex") and REV Group, Inc. ("REV"). The filing addresses recent shareholder lawsuits and demand letters alleging disclosure deficiencies. Terex and REV have voluntarily supplemented the proxy statement to mitigate litigation risks without admitting liability. A special meeting of Terex stockholders is scheduled for January 28, 2026, to vote on the merger proposals.
Key Financial Metrics and Projections
The filing provides unaudited prospective financial information for Terex on a standalone basis (excluding the divested Aerials business) for fiscal years 2025 through 2029. It also details valuation ranges derived from financial advisor analyses.
| Metric | 2025E | 2026E | 2027E | 2028E | 2029E |
|---|---|---|---|---|---|
| Total Revenue (in millions) | $5,256 | $5,385 | $5,955 | $6,581 | $7,235 |
| Adjusted EBITDA (in millions) | $620 | $704 | $840 | $1,051 | $1,263 |
| Unlevered Free Cash Flow (in millions) | $422 | $543 | $503 | $672 | $857 |
Valuation Ranges (Implied Enterprise Value):
- Terex (Barclays DCF): $6,354 million to $8,192 million.
- REV (Barclays DCF): $3,719 million to $4,645 million.
Valuation Ranges (Implied Price Per Share):
- Terex: $71 to $98.
- REV: $74 to $93.
Transaction Economics:
- Projected Synergies: Approximately $595 million net present value (run-rate of ~$75 million).
- Cash Consideration to REV Shareholders: Approximately $425 million.
- Transaction Expenses: Approximately $90 million.
Material Changes and Litigation
Following the filing of the Definitive Proxy Statement, three lawsuits were filed against Terex and REV by purported stockholders in New York and Connecticut courts. Additionally, demand letters were received alleging deficient disclosures. The primary material change in this filing is the voluntary supplementation of the proxy statement to address these allegations, specifically regarding:
- Details of the preliminary proposal and term sheets, including the initial plan to divest Terex's Aerials business.
- Specific valuation methodologies, discount rates, and terminal value multiples used by financial advisors Barclays and J.P. Morgan.
- Compensation arrangements for financial advisors.
The filing explicitly states that these supplemental disclosures do not alter the consideration paid to REV stockholders or the timing of the special meeting.
Guidance, Outlook, and Risks
Management Commentary: Terex and REV maintain that the allegations in the lawsuits are without merit and that the original proxy statement complied with applicable laws. The Board continues to recommend a "FOR" vote on the merger proposals. The filing emphasizes that the supplemental information is provided solely to mitigate litigation risks and costs.
Financial Advisor Compensation:
- Barclays (Terex Advisor): Paid $4.0 million upfront (non-contingent). Additional $18.0 million payable upon completion (credited against the upfront fee). Potential discretionary performance fee of up to $2.0 million. Reimbursed for expenses and indemnified for liabilities.
- J.P. Morgan (REV Advisor): Compensation details were not explicitly quantified in this specific text segment, though standard engagement terms are implied.
Risks and Contingencies: The filing highlights significant risks including the outcome of pending litigation, failure to obtain stockholder or regulatory approvals, inability to secure financing, and the potential disruption of management attention. General economic risks, including geopolitical conflicts and market volatility, are also noted.
Investor Verification Checklist
- Merger Approval Status: Verify the outcome of the special meeting scheduled for January 28, 2026.
- Litigation Progress: Monitor the status of the three shareholder lawsuits (Carter v. REV, Stevens v. REV, Garfield v. Cholmondeley) and any potential injunctions.
- Divestiture Completion: Confirm the finalization of the sale of Terex's Tower and Rough Terrain Cranes businesses (completed November 1, 2025) and its impact on standalone financials.
- Valuation Assumptions: Review the specific discount rates (10.5%-12.5% for Terex; 9.5%-11.5% for REV) and terminal multiples used in the DCF analyses to assess valuation sensitivity.
- Financial Advisor Conflicts: Note Barclays' extensive past and ongoing relationship with Terex, including lending and investment banking services totaling approximately $5.5 million in the prior 2.5 years.