- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
October 06 2011 - 5:19PM
Edgar (US Regulatory)
October 6, 2011
Filed Under Rule 433
Registration No. 333-177189
Joy Global Inc.
Pricing Term Sheet
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Issuer:
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Joy Global Inc. (Joy Global)
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Security Description:
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5.125% Senior Notes due 2021
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Size:
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$500,000,000
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Maturity:
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October 15, 2021
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Coupon:
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5.125%
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Price:
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99.151% of face amount
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Yield to Maturity:
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5.235%
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Spread to Benchmark Treasury:
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325 basis points
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Benchmark Treasury:
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2.125% due August 15, 2021
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Benchmark Treasury Price and Yield:
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101-08 1.985%
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Interest Payment Dates:
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October 15 and April 15, commencing April 15, 2012
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Redemption Provisions:
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Optional Redemption:
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At any time at a discount rate of Treasury plus
50 basis points, plus accrued and unpaid interest
to the redemption date
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Special Acquisition Redemption:
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In the event that (i) Joy Global does not
consummate the 41.1% Acquisition by (a) if Joy
Global receives regulatory approval of the 41.1%
Acquisition from MOFCOM prior to July 1, 2012,
July 1, 2012 or (b) if Joy Global has not
received regulatory approval for the 41.1%
Acquisition from MOFCOM prior to July 1, 2012,
October 1, 2012 (in either case, the Acquisition
Deadline Date) or (ii) the share purchase
agreement dated as of July 11, 2011 for such
41.1% Acquisition (the IMM Purchase Agreement)
is terminated at any time prior to the
Acquisition Deadline Date, then Joy Global will
have the option to redeem the Notes, in whole but
not in part, on the Special Acquisition
Redemption Date at a redemption price equal to
101% of the aggregate principal amount of the
Notes, plus accrued and unpaid interest from the
interest payment date immediately preceding the
Special Acquisition Redemption Date (or, if no
such interest payment date has passed, the date
of initial issuance) to, but excluding, the
Special Acquisition Redemption Date (subject to
the right of holders of record on the relevant
record date to receive interest due on the
relevant interest payment date).
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The Special Acquisition Redemption Date means
the earlier to occur of (1) the 30th day (or if
such day is not a business day, the first
business day thereafter) after the Acquisition
Deadline Date, if the 41.1% Acquisition has not
been completed on or prior to the Acquisition
Deadline Date, or (2) the 30th day (or if such
day is not
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a business day, the first business day
thereafter) following the termination of the IMM
Purchase Agreement for any reason.
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Change of Control:
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At 101% of principal, plus accrued and unpaid
interest to the date of repurchase
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Trade Date:
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October 6, 2011
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Settlement:
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October 12, 2011 (T+3)
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CUSIP/ISIN:
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481165 AJ7 / US481165AJ77
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Denominations:
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$2,000 and integral multiples of $1,000 in excess
thereof
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Ratings (Moodys / S&P):*
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Baa2 / BBB
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Bookrunners:
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Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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Co-Managers:
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Mizuho Securities USA Inc.
Mitsubishi UFJ Securities (USA), Inc.
Wells Fargo Securities, LLC
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*
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An explanation of the significance of ratings may be obtained from the ratings agencies.
Generally, ratings agencies base their ratings on such material and information, and such of their
own investigations, studies and assumptions, as they deem appropriate. The security ratings above
are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be
subject to review, revision, suspension, reduction or withdrawal at any time by Moodys and
Standard & Poors. Each of the security ratings above should be evaluated independently of any
other security rating.
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The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
Goldman, Sachs & Co. toll-free at 1-866-471-2526, J.P. Morgan Securities LLC collect at
1-212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322.
2
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