8-KMaterial AgreementsExhibits & Filings

CATERPILLAR INC 8-K Report, Material Agreement (Nov 18, 2010)

Filed November 18, 2010For Securities:CAT

Summary

Caterpillar Inc. (CAT) announced a significant strategic move through an 8-K filing on November 18, 2010, detailing an Agreement and Plan of Merger with Bucyrus International, Inc. This merger, structured as a stock-for-stock transaction, will see Bucyrus become a wholly owned subsidiary of Caterpillar. The deal is valued at approximately $7.6 billion, with Bucyrus shareholders set to receive $92.00 in cash per share. This acquisition signals Caterpillar's intent to expand its product offerings and market reach, particularly in the mining equipment sector. To finance this substantial acquisition, Caterpillar has secured a commitment for an $8.6 billion, one-year unsecured term loan credit facility. This bridge facility, arranged by JPMorgan Chase Bank, N.A., will be used to fund a portion of the merger consideration, refinance Bucyrus's existing debt, and cover associated fees and expenses. Caterpillar also retains the flexibility to issue senior notes or equity as alternatives to drawing on the credit facility, or to refinance the bridge loan later. The transaction is subject to customary closing conditions, including antitrust approvals and Bucyrus shareholder approval.

Key Highlights

  • 1Caterpillar Inc. entered into an Agreement and Plan of Merger with Bucyrus International, Inc. on November 14, 2010.
  • 2The acquisition is valued at approximately $7.6 billion, with Bucyrus shareholders to receive $92.00 in cash per share.
  • 3Bucyrus will become a wholly owned subsidiary of Caterpillar upon completion of the merger.
  • 4Caterpillar has secured an $8.6 billion commitment for a one-year unsecured term loan credit facility (Bridge Facility) to finance the transaction.
  • 5The proceeds from the Bridge Facility will be used for merger consideration, refinancing Bucyrus's debt, and related expenses.
  • 6Caterpillar has the option to issue senior notes or equity in lieu of drawing on the Bridge Facility.
  • 7The merger is subject to customary closing conditions, including regulatory approvals (e.g., Hart-Scott-Rodino) and Bucyrus shareholder approval.

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