Banking Recap

TEREX CORP Announces Acquisition for $9.00B

Terex Corporation and REV Group announced on October 30, 2025 that they had entered into a definitive merger agreement to combine in a stock-and-cash transaction, creating a specialty equipment manufacturer spanning emergency, waste, utilities, environmental and materials-processing equipment. The deal is an industrials-sector combination rather than a pure acquisition: Terex shareholders were expected to own approximately 58% of the combined company and REV Group shareholders approximately 42%, with the combined entity continuing to trade on the NYSE under the Terex ticker.

Oct 30, 2025·SEC EDGAR (8-K)·pending regulatory·stock-and-cash strategic merger of equals-style combination

Deal value

This extraction is sourced from Terex's 8-K exhibit (Exhibit 99.1) filed with the SEC on October 30, 2025, which carried the joint press release announcing the signed merger agreement. The merger subsequently closed on February 2, 2026, as confirmed by a separate 8-K exhibit filed by Terex that day announcing completion.

Barclays served as exclusive financial advisor to Terex on the transaction, while J.P. Morgan served as exclusive financial advisor to REV Group. Both banks held sole, lead advisory mandates for their respective sides rather than sharing the engagement with any co-advisor.

On the legal side, Fried, Frank, Harris, Shriver & Jacobson LLP and Pryor Cashman LLP served as legal counsel to Terex, while Davis Polk & Wardwell LLP served as legal counsel to REV Group. Joele Frank, Wilkinson Brimmer Katcher acted as strategic communications advisor to Terex and Brunswick Group served the same role for REV Group, though these are not financial or legal advisory roles.

Under the terms of the agreement, REV Group shareholders were to receive, for each REV Group share held, 0.9809 of a share of the combined company plus $8.71 in cash, aggregating to approximately $425 million in total cash consideration. Based on the exchange ratio and closing share prices as of October 28, 2025, the companies disclosed an implied total enterprise value for the combined company of approximately $9 billion, with expected run-rate synergies of $75 million by 2028. The deal was unanimously approved by both boards and was expected to close in the first half of 2026, subject to shareholder and regulatory approvals.

The press release does not disclose a standalone transaction or deal value specific to REV Group (as opposed to the combined company's pro forma enterprise value), nor does it disclose specific advisory fees paid to either Barclays or J.P. Morgan. The breakdown of the $9 billion enterprise value between the Terex and REV Group legacy businesses, and any termination fee provisions in the merger agreement, are also not addressed in this exhibit.

Advisors

acquirer

Barclaysexclusive financial advisorview source →

“Barclays is serving as exclusive financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP and Pryor Cashman LLP are serving as legal counsel to Terex.”

target

J.P. Morganexclusive financial advisorview source →

“J.P. Morgan is serving as exclusive financial advisor and Davis Polk & Wardwell LLP is serving as legal counsel to REV Group.”

Legal advisors

acquirer

Pryor Cashman LLP

“Barclays is serving as exclusive financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP and Pryor Cashman LLP are serving as legal counsel to Terex.”

Fried, Frank, Harris, Shriver & Jacobson LLP

“Barclays is serving as exclusive financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP and Pryor Cashman LLP are serving as legal counsel to Terex.”

target

Davis Polk & Wardwell LLP

“J.P. Morgan is serving as exclusive financial advisor and Davis Polk & Wardwell LLP is serving as legal counsel to REV Group.”

Treasury yields

3-Month4.25%

2-Year4.81%

10-Year5.13%

30-Year5.42%

Source: U.S. Treasury, daily par yield curve · as of 10/21/2026