8-KOther EventsExhibits & Filings

CATERPILLAR INC 8-K Report, Corporate Update (Jul 8, 2011)

Filed July 8, 2011For Securities:CAT

Summary

Caterpillar Inc. (CAT) announced the closing of its acquisition of Bucyrus International Inc. on July 8, 2011. This significant transaction, initially agreed upon in November 2010, marks the completion of Caterpillar's purchase of Bucyrus, making it a wholly owned subsidiary. The acquisition was completed through a merger where Bucyrus shareholders received $92.00 in cash for each share of Bucyrus common stock, along with payouts for vested and unvested stock options and restricted stock units. This strategic move, valued at approximately $7.6 billion, was financed through a combination of senior notes issued in May 2011 and existing cash on hand, avoiding the need for previously arranged bridge financing. The completion of this acquisition is a key development for Caterpillar, signaling a major expansion of its business and a significant investment in its future growth, particularly within the mining equipment sector.

Key Highlights

  • 1Caterpillar Inc. successfully completed the acquisition of Bucyrus International Inc. on July 8, 2011, making Bucyrus a wholly owned subsidiary.
  • 2Bucyrus shareholders were paid $92.00 in cash per share for their common stock.
  • 3Restricted stock, restricted stock units, and stock appreciation rights of Bucyrus were also converted into cash payments based on the $92.00 per share valuation.
  • 4The total cash consideration for the acquisition amounted to approximately $7.6 billion.
  • 5The acquisition was funded through a combination of proceeds from a May 2011 senior notes offering and Caterpillar's cash reserves.
  • 6Previously arranged bridge financing was terminated without any amounts being drawn or any termination fees being paid.
  • 7The transaction was executed via a merger between a Caterpillar subsidiary and Bucyrus, as per the Agreement and Plan of Merger dated November 14, 2010.

Frequently Asked Questions

This 8-K filing is to formally announce the completion of Caterpillar Inc.'s acquisition of Bucyrus International Inc. It details the closing of the merger and the terms of the transaction, including the cash payout to Bucyrus shareholders.

Caterpillar paid an aggregate of approximately $7.6 billion in cash to Bucyrus's stockholders to complete the acquisition.

The acquisition was financed using a combination of the net proceeds from Caterpillar's public offering of senior notes in May 2011 and existing cash on hand. This allowed Caterpillar to avoid drawing on its bridge loan facility.

All outstanding shares of Bucyrus common stock were converted into the right to receive $92.00 in cash. Similarly, restricted stock, restricted stock units, and stock appreciation rights were cancelled and converted into cash payments based on the $92.00 per share price, less applicable exercise prices for stock appreciation rights and any withholding taxes.