Core Points - The former Attorney General of Louisiana, Charles C. Foti, Jr., and Kahn Swick & Foti, LLC are investigating the proposed sale of REV Group, Inc. to Terex Corporation to assess the adequacy of the price and process involved in the transaction [1] - Under the proposed terms, shareholders of REV Group will receive $8.71 in cash plus 0.9809 shares of the combined company for each share they own [1] Company and Industry Summary - The investigation aims to determine if the proposed consideration undervalues REV Group, Inc. and whether the process leading to this valuation was adequate [1] - Kahn Swick & Foti, LLC is also involved in similar investigations for other companies, indicating a broader trend of scrutiny in proposed mergers and acquisitions within the industry [5][6]

Group 1 - Terex (TEX) shares are experiencing renewed disappointment due to challenging market conditions and significant leverage on the balance sheet [1] - The company is currently facing a difficult business environment, which is impacting its performance [1] Group 2 - The investment group "Value In Corporate Events" focuses on identifying opportunities related to IPOs, mergers & acquisitions, and earnings reports [2] - The group provides coverage of approximately 10 major events each month to find the best investment opportunities [2]

Core Viewpoint - Terex plans to exit the aerial work platform business and merge with REV Group, which specializes in manufacturing specialty vehicles such as fire trucks and ambulances [1][3]. Financial Performance - In Q3 2025, Terex reported sales of $1.4 billion, up from $1.2 billion in the same period last year, driven by strong demand for refuse collection vehicles, multifunctional vehicles, parts, services, and digital solutions [4]. - The ESG segment saw a 13.6% increase in sales, reaching $435 million, while the aerial work platform segment experienced a 13.2% decline in sales to $537 million due to decreased sales volume, unfavorable customer mix, and tariff resistance [4]. - The material handling segment's sales fell by 6.1% year-over-year to $417 million, although growth in the aggregate business in North America, Europe, and India offset declines in concrete and crane businesses [4]. Strategic Moves - Terex is seeking strategic options to exit the aerial work platform segment, potentially selling its Genie business to reduce exposure to cyclical end markets [3][4]. - The company aims to become a diversified leader in emergency, sanitation, utility, environmental, and material handling equipment markets, which are characterized by low cyclicality, resilient demand, and strong long-term growth prospects [4]. Merger Details - The aerial work platform business is expected to generate approximately $2 billion in revenue for Terex in 2025, with total group sales projected at $5.4 billion [5]. - Following the merger, the combined sales of Terex and REV Group (excluding the aerial work platform) are expected to reach $5.8 billion in 2025 [5]. - Terex CEO Simon Meester will lead the merged company, which aims to create a large, diversified industrial leader by integrating complementary business portfolios [7]. - Post-merger, Terex shareholders will own 58% of the new entity, while REV Group shareholders will hold 42% [7].

Financial Performance - Net sales for Q3 2025 reached $1,387 million, a 14.5% increase from $1,212 million in Q3 2024[13] - Gross profit for Q3 2025 was $282 million, compared to $245 million in Q3 2024, reflecting a gross margin improvement[13] - Operating profit for Q3 2025 was $140 million, up from $122 million in Q3 2024, indicating a 14.8% year-over-year growth[13] - Net income for Q3 2025 was $65 million, down from $88 million in Q3 2024, resulting in a diluted earnings per share of $0.98[13] - The company reported comprehensive income of $57 million for Q3 2025, down from $152 million in Q3 2024[13] - Net income for the nine months ended September 30, 2025, was $158 million, compared to $337 million for the same period in 2024, reflecting a decrease of 53%[22] - Operating profit for the nine months ended September 30, 2025, was $338 million, down from $473 million in the same period of 2024, indicating a decrease of 28.5%[13] - The company’s interest expense for Q3 2025 was $45 million, significantly higher than $13 million in Q3 2024[13] - Comprehensive income for the nine months ended September 30, 2025, was $256 million, down from $345 million in the same period of 2024[13] Assets and Liabilities - Total assets increased to $6,166 million as of September 30, 2025, compared to $5,730 million at the end of 2024[16] - Current liabilities rose to $1,275 million as of September 30, 2025, up from $1,073 million at the end of 2024[16] - Long-term debt remained stable at $2,580 million, indicating no change from December 31, 2024[16] - Cash and cash equivalents increased to $509 million as of September 30, 2025, compared to $388 million at the end of 2024[16] - Retained earnings grew to $2,087 million as of September 30, 2025, up from $1,964 million at the end of 2024[16] - Trade accounts receivable increased to $734 million as of September 30, 2025, from $560 million at December 31, 2024[30] - Total inventories increased to $1,207 million as of September 30, 2025, up from $1,147 million at December 31, 2024[68] - Property, plant, and equipment – net was reported at $738 million as of September 30, 2025, compared to $714 million at December 31, 2024[69] Revenue Segments - For the nine months ended September 30, 2025, consolidated net sales reached $4,103 million, up from $3,886 million in the same period of 2024, reflecting a year-over-year growth of approximately 5.6%[47] - The Aerials segment reported net sales of $1,594 million for the nine months ended September 30, 2025, compared to $1,974 million in the same period of 2024, showing a decline of approximately 19.2%[47] - The Environmental Solutions segment achieved net sales of $1,264 million for the nine months ended September 30, 2025, compared to $454 million in the same period of 2024, representing a significant increase of approximately 178.5%[47] - Aerial Work Platforms generated $442 million in sales for the three months ended September 30, 2025, while Materials Processing Equipment contributed $278 million[51] - The company reported consolidated net sales of $1,387 million for the three months ended September 30, 2025, with segment contributions of $537 million from Aerials, $417 million from Materials Processing, and $435 million from Environmental Solutions[46] Capital Expenditures and Investments - Capital expenditures for the nine months ended September 30, 2025, were $84 million, compared to $88 million in 2024, indicating a slight decrease of 4.5%[22] - Capital expenditures for the total company in the three months ended September 30, 2025, were $24 million, a decrease from $29 million in the same period of 2024, indicating a decline of approximately 17.2%[48] - The company reported net cash used in investing activities was $(44) million for the nine months ended September 30, 2025, compared to $(80) million in 2024, showing an improvement of 45%[22] - The company repurchased shares worth $55 million during the nine months ended September 30, 2025[22] Tax and Regulatory Matters - The Company recognized an income tax expense of $29 million on income of $94 million for the three months ended September 30, 2025, resulting in an effective tax rate of 31.4%, compared to 11.1% in the same period of 2024[53] - The effective tax rate for the nine months ended September 30, 2025, was 24.5%, an increase from 17.8% in the same period of 2024, primarily due to unfavorable discrete items related to changes in German tax legislation[54] Mergers and Acquisitions - The acquisition of Environmental Solutions Group was completed for a purchase price of $2,010 million in cash, enhancing the Company's portfolio in the waste and recycling market[55] - The company entered into a merger agreement with REV Group, with a total cash component of $425 million expected to close in the first half of 2026[109] - The Company’s total sales for the nine months ended September 30, 2025, included $2,737 million attributable to the U.S., its country of domicile[50] - The company expects to close the divestiture of its tower and rough terrain cranes businesses for $115 million in Q4 2025, enhancing its capital structure[65] Shareholder Returns - Dividends declared for 2025 were consistent at $0.17 per share for each quarter, similar to 2024[108] - The Company awarded 1 million shares of Restricted Stock to employees with a weighted average fair value of $41.31 per share during the nine months ended September 30, 2025[103] - The Company repurchased 1,360,706 shares for $53 million during the nine months ended September 30, 2025, compared to 567,108 shares for $32 million in the same period of 2024[107]

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Core Insights - Terex (TEX) reported quarterly earnings of $1.5 per share, exceeding the Zacks Consensus Estimate of $1.22 per share, and showing an increase from $1.46 per share a year ago, resulting in an earnings surprise of +22.95% [1] - The company posted revenues of $1.39 billion for the quarter ended September 2025, which was below the Zacks Consensus Estimate by 0.88%, but an increase from $1.21 billion year-over-year [2] - Terex shares have increased approximately 21.1% year-to-date, outperforming the S&P 500's gain of 17.2% [3] Earnings Outlook - The future performance of Terex's stock will largely depend on management's commentary during the earnings call and the company's earnings outlook [4][5] - The current consensus EPS estimate for the upcoming quarter is $1.30 on revenues of $1.34 billion, and for the current fiscal year, it is $4.84 on revenues of $5.46 billion [7] Industry Context - The Manufacturing - Construction and Mining industry, to which Terex belongs, is currently ranked in the top 39% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8] - Hyster-Yale (HY), a competitor in the same industry, is expected to report a significant decline in earnings, with a forecast of $0.03 per share, representing a year-over-year change of -96.9% [9]

Summary of REV Group and Terex Corporation Merger Conference Call Industry and Companies Involved - **Companies**: Terex Corporation and REV Group - **Industry**: Specialty Equipment Manufacturing Core Points and Arguments 1. **Merger Announcement**: Terex and REV Group announced a merger to create a large-scale specialty equipment manufacturer focused on resilient and growing end markets [2][7][10] 2. **Financial Performance**: Terex reported earnings of $1.5 EPS on sales of $1.4 billion with a cash conversion of 200% for Q3 2025, maintaining a positive outlook [6][10] 3. **Ownership Structure**: Post-merger, Terex shareholders will own 58% and REV shareholders 42% of the combined company, with REV shareholders receiving $425 million in cash [9][10] 4. **Synergy Goals**: The merger aims to achieve at least $75 million in annual synergies, with expectations to realize about half of this within the first year [10][29] 5. **Exit from Aerial Segment**: Terex plans to exit its Aerial segment, which is expected to reduce exposure to cyclical markets and enhance the financial profile of the combined company [11][32] 6. **EBITDA Projections**: The merged company is projected to have a mid-teens adjusted EBITDA margin in fiscal 2025, with a strong balance sheet and liquidity position [11][32] 7. **Market Focus**: Approximately 85% of the combined revenue will be generated in North America, with a balanced portfolio across specialty vehicles, environmental solutions, and materials processing [16][18] 8. **Growth Drivers**: Anticipated growth in infrastructure spending, utility upgrades, and demographic trends are expected to drive demand in the coming years [19][25] 9. **Digital Solutions**: The Third Eye digital platform is highlighted as a significant growth opportunity, particularly in emergency response and municipal services [31][60] 10. **Backlog Information**: REV Group has a backlog of approximately $4.5 billion, primarily in the specialty vehicles segment, with a duration of 2 to 2.5 years [107][108] Additional Important Insights 1. **Cyclical Exposure Reduction**: The merger is designed to create a less cyclical earnings profile, enhancing predictability and stability for shareholders [32][96] 2. **Operational Improvements**: Both companies have implemented operating systems aimed at driving efficiency, safety, and innovation, which will be leveraged post-merger [27][28] 3. **Market Resilience**: The combined company will focus on essential services, with nearly 60% of revenue tied to emergency vehicles and waste collection, which are less affected by economic fluctuations [18][23] 4. **Strategic Transformation**: The merger is seen as a continuation of both companies' strategic transformations, aimed at enhancing shareholder value through operational synergies and market expansion [12][14] 5. **Valuation Considerations**: The transaction is structured to provide a favorable valuation for both sets of shareholders, with a focus on future growth potential and synergy realization [48][49] This summary encapsulates the key points discussed during the conference call regarding the merger between Terex Corporation and REV Group, highlighting the strategic, financial, and operational implications of the transaction.

Summary of Terex and REV Group Merger Conference Call Company and Industry - **Companies Involved**: Terex Corporation (NYSE:TEX) and REV Group - **Industry**: Specialty Equipment Manufacturing Key Points and Arguments 1. **Merger Announcement**: Terex and REV Group announced a merger to create a large-scale specialty equipment manufacturer focused on resilient and growing end markets [2][7][33] 2. **Financial Performance**: Terex reported earnings of $1.5 EPS on sales of $1.4 billion with a cash conversion of 200% for Q3 2025, maintaining its full-year outlook [6][10] 3. **Shareholder Structure**: Post-merger, Terex shareholders will own 58% and REV shareholders 42% of the combined company, with REV shareholders receiving $425 million in cash [8][9] 4. **Exit from Aerial Segment**: Terex plans to exit its Aerial segment, which is expected to reduce exposure to cyclical markets and enhance the financial profile of the combined company [10][32] 5. **Projected Financials**: The merged company is expected to achieve a mid-teens adjusted EBITDA margin in fiscal 2025, with a strong balance sheet and approximately 2.5 times leverage [10][14] 6. **Synergy Goals**: The merger aims to deliver at least $75 million in annual synergies, with half expected to be realized within the first year [9][29] 7. **Market Focus**: Approximately 85% of the combined revenue will be generated in North America, with a balanced portfolio across specialty vehicles, environmental solutions, and materials processing [15][16] 8. **Growth Drivers**: Key growth drivers include urban expansion, infrastructure spending, and upgrades to the U.S. power grid, with significant opportunities in the utilities market [18][24][25] 9. **Digital Solutions**: The Third Eye digital platform is expected to enhance situational awareness for emergency responders, creating additional revenue streams [31][60] 10. **Backlog Information**: REV Group has a backlog of approximately $4.5 billion, primarily in the specialty vehicles segment, with a duration of 2 to 2.5 years [109][110] Other Important Content 1. **Cyclical Market Reduction**: The merger is designed to create a less cyclical earnings profile, reducing reliance on construction markets [32][98] 2. **Operational Integration**: Both companies will leverage their operating systems to drive efficiencies and improve margins across their combined operations [27][92] 3. **Market Resilience**: The combined company will focus on essential services, with nearly 60% of revenue tied to emergency vehicles and waste collection, which are less affected by economic fluctuations [17][22] 4. **Future Outlook**: The management expressed confidence in the growth potential of the combined entity, emphasizing the importance of strategic integration and synergy realization [39][49] This summary captures the essential details and strategic insights from the conference call regarding the merger between Terex and REV Group, highlighting the anticipated benefits and market positioning of the combined company.

Financial Data and Key Metrics Changes - Terex reported earnings per share (EPS) of $1.50 on sales of $1.4 billion, with a cash conversion rate of 200% and maintained its full-year outlook [4][5] - The combined company is expected to achieve a mid-teens adjusted EBITDA margin profile in fiscal 2025 on a pro forma basis, near the top end of the specialty equipment peer group [7][12] Business Line Data and Key Metrics Changes - The merger will create a U.S.-centric large-scale specialty equipment manufacturer with approximately 85% of combined revenue generated in North America [12] - The portfolio will be balanced with about 40% of sales related to specialty vehicles, with the remainder split between Environmental Solutions and Materials Processing [12][15] Market Data and Key Metrics Changes - The pro forma end market profile will be less cyclical than ever before, with nearly 60% of revenue associated with emergency vehicles and waste collection [13] - The utilities market is expected to see significant growth due to increased demand on the U.S. electrical grid and infrastructure spending [14][19] Company Strategy and Development Direction - The merger aims to unlock significant synergies, with a target of at least $75 million in annual synergies [6][25] - The company plans to exit the Aerial Work Platforms segment to reduce exposure to cyclical end markets, which is expected to enhance the overall financial profile [7][27] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth potential across all verticals, driven by urban expansion, population growth, and infrastructure investments [32] - The exit from the Aerial Work Platforms segment is seen as a strategic move to create a more predictable earnings profile [51][90] Other Important Information - The combined company will have a strong balance sheet with approximately 2.5 times leverage on a pro forma basis, allowing for further deleveraging [8] - The merger is expected to be completed in the first half of 2026, subject to customary closing conditions [7] Q&A Session Summary Question: Strategic growth outlook post-merger - Management highlighted the merger creates a less cyclical portfolio with attractive markets and significant growth potential across various verticals [32] Question: Timing of Aerial Work Platforms sale - Management believes there will be many interested buyers for the Aerials business, which has a strong brand and legacy [33][46] Question: Value creation for REV Group shareholders - The merger is seen as a natural step in the transformation journey, providing both companies' shareholders the ability to participate in future upside [40] Question: Synergy realization timeline - Management expects to achieve about half of the $75 million run rate within the first 12 months post-merger [41] Question: Confidence in the Aerials business sale - Management is confident in the Aerials business's appeal and believes it will attract multiple suitors [46][92] Question: Integration of the two entities - The integration will follow a proven playbook used in previous mergers, with a focus on operational efficiencies and best practices [81]