JOYG Joy Global Inc. (MM)

 

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-177189

 

CALCULATION OF REGISTRATION FEE

 

 

Prospectus Supplement

(To Prospectus dated October 6, 2011)

 

 

$500,000,000

 

Joy Global Inc.

 

5.125% Senior Notes due 2021

 

 

We are offering $500 million aggregate principal amount of our 5.125% Senior Notes due 2021 (the “Notes”). The Notes will bear interest at a rate equal to 5.125% per year. Interest on the Notes is payable semi-annually on October 15 and April 15 of each year, commencing on April 15, 2012. The Notes will mature on October 15, 2021. We may redeem some or all of the Notes at any time and from time to time at the redemption price described under the heading “Description of the Notes–Optional Redemption.” In addition, we may redeem all of the Notes if we do not complete the 41.1% Acquisition described under “Prospectus Supplement Summary–Recent Developments–Pending Acquisition of International Mining Machinery Holdings Limited” in accordance with the terms and conditions set forth under “Description of Notes–Special Acquisition Redemption.”

 

The Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured obligations and senior to any of our future subordinated indebtedness, except that they will be effectively subordinated to the extent that certain guarantors of our existing credit facilities will not guarantee the Notes. See “Description of the Notes—Ranking.” The Notes will be effectively subordinated to our existing and future secured indebtedness to the extent of the assets securing that indebtedness. The Notes will be guaranteed by certain of our subsidiaries identified in this prospectus supplement. These guarantees will be unsecured and will rank equally in right of payment with all existing and future senior obligations of our guarantors and will be effectively subordinated to existing and future secured debt of the guarantors to the extent of the assets securing that indebtedness.

 

Investing in the Notes involves certain risks. See “Risk Factors” beginning on page S-9.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.

 

We expect to deliver the Notes through the facilities of The Depository Trust Company, for the benefit of its participants, including Clearstream Banking and the Euroclear System, against payment in New York, New York on or about October 12, 2011.

 

 

Joint Book-Running Managers

 

 

 

Co-Managers

 

 

The date of this prospectus supplement is October 6, 2011

 

TABLE OF CONTENTS

 

 

 

 

ABOUT THIS PROSPECTUS SUPPLEMENT

 

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. In this prospectus supplement, we provide you with specific information about this offering and the Notes. The accompanying prospectus provides more general information about securities that we may offer from time to time, including some information that does not apply to this offering. Both this prospectus supplement and the accompanying prospectus include or incorporate by reference important information about us and other information you should know before investing in the Notes. This prospectus supplement adds, updates and changes information contained or incorporated by reference in the accompanying prospectus. To the extent that any information in this prospectus supplement differs from or is inconsistent with the information in the accompanying prospectus, you should rely on the information in this prospectus supplement. You should read both this prospectus supplement and the accompanying prospectus as well as additional information described under “Incorporation of Certain Documents by Reference” before investing in our Notes.

 

We have not authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus supplement, the accompanying base prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

 

Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

 

The information in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference and any written communication from us related to the offering, is only accurate as of the date of the respective documents in which the information appears. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the Internet at the SEC’s web site at http://www.sec.gov . The information contained on the SEC’s web site is expressly not incorporated by reference into this prospectus supplement or the accompanying prospectus, except as expressly set forth under the caption “Incorporation of Certain Documents by Reference.” You may also read and copy any document we file at the SEC’s public reference room at 100 F Street N.E., Washington, D.C. 20549. You can obtain further information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

 

Our common stock is listed on the Nasdaq Global Select Market under the symbol “JOYG.” Our Internet address is http://www.joyglobal.com . The contents of our web site are not part of, and shall not be deemed incorporated by reference in, this prospectus supplement or the accompanying prospectus and our Internet address is included in this document as an inactive textual reference only.

 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus, and information that we file later with the SEC will automatically update and may supersede this information. We incorporate by reference the documents listed below that we have filed with the SEC and any future filing that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than any portions of any such documents that are furnished, rather than filed, by us in accordance with the rules of the SEC under the Exchange Act) prior to the completion of the sale of the Notes offered hereby.

 

 

If you make a written or oral request for copies of any of the documents incorporated by reference, we will send you the copies you requested at no charge. However, we will not send exhibits to such documents unless such exhibits are specifically incorporated by reference in such documents. You should direct requests for such copies to: Joy Global Inc., 100 East Wisconsin Ave., Suite 2780, Milwaukee, Wisconsin 53202, attention: Corporate Secretary. Our telephone number is (414) 319-8500.

 

This prospectus, any accompanying prospectus supplement and the documents incorporated by reference into this prospectus or any prospectus supplement contain forward-looking statements, including estimates, projections, statements relating to our business plans, objectives, pending acquisitions and dispositions, expected operating results and other non-historical information, and the assumptions upon which those statements are based. These statements constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. These statements are identified by forward-looking terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “indicate,” “intend,” “may be,” “objective,” “plan,” “potential,” “predict,” “should,” “will be” and similar expressions. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from any forward-looking statement. In addition, certain market outlook information and other market statistical data incorporated by reference into this prospectus supplement or the accompanying prospectus is based on third party sources that we cannot independently verify, but that we believe to be reliable. Important factors that could cause our actual results to differ materially from the results anticipated by the forward-looking statements include:

 

 

In addition to the foregoing factors, forward-looking statements appearing in this prospectus and the accompanying prospectus supplement are qualified with respect to the risks discussed in “Risk Factors” below, and in other filings that we make from time to time with the SEC. Any or all of these factors could cause our results of operations, financial condition or liquidity for future periods to differ materially from those expressed in or implied by any forward-looking statement. Furthermore, there may be other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date on which such statements are made or to reflect the occurrence of unanticipated events, except as required by law.

 

PROSPECTUS SUPPLEMENT SUMMARY

Issuer		Joy Global Inc.
Notes Offered		$500 million aggregate principal amount of 5.125% Senior Notes due 2021 (the “Notes”).
Maturity Date		The Notes will mature on October 15, 2021.
Interest Rate		The interest rate on the Notes is 5.125% per annum.
Interest Payment Dates		October 15 and April 15 of each year, commencing on April 15, 2012.
Guarantees		The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by our existing and future subsidiaries that guarantee our revolving unsecured credit agreement, other than (i) LDS, which we expect to sell in connection with the LDS Divestiture, and (ii) certain subsidiaries of LeTourneau that do not constitute Material Subsidiaries as defined in the credit agreement. Initially, the Notes will be guaranteed by: Joy Technologies Inc., P&H Mining Equipment Inc., N.E.S. Investment Co., Continental Crushing & Conveying Inc., and LeTourneau Technologies, Inc. See “Description of the Notes—Subsidiary Guarantees.”
Ranking		The Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness and senior to any future subordinated indebtedness, except as described below. The guarantees of the Notes will rank equally and ratably in right of payment with all other existing and future unsecured and unsubordinated indebtedness of the guarantors and senior to any future subordinated indebtedness of the guarantors. To the extent that we or the guarantors incur secured indebtedness in the future, the Notes and guarantees would be effectively subordinated to such secured indebtedness of us or the guarantors, respectively, to the extent of the value of any assets securing such indebtedness.
		As of July 29, 2011:
		• our consolidated senior secured indebtedness, including capital leases, totaled approximately $10.7 million;
		• our consolidated senior unsecured indebtedness totaled approximately $896.4 million; and
		• our subsidiaries guaranteeing the Notes had indebtedness, including capital leases and subsidiary guarantees of the Company’s indebtedness, of approximately $898.8 million, of which approximately $2.4 million was secured.
		The Notes are structurally subordinated to all of the existing and future debt and other liabilities, including trade payables, of our subsidiaries that do not guarantee the Notes. Our subsidiary, LDS, which we expect to sell in connection with the LDS Divestiture, and certain immaterial subsidiaries of LeTourneau will not guarantee the Notes, although they do guarantee our obligations under our credit agreements and our existing senior notes.

		As of and for the nine months ended July 29, 2011 and the year ended October 29, 2010, without including eliminations for intercompany transactions, our non-guarantor subsidiaries had (i) net sales of approximately $1.9 billion and $2.2 billion and net income of approximately $309.4 million and $365.8 million, respectively, (ii) total assets of approximately $3.3 billion and $2.4 billion, respectively, and (iii) indebtedness of approximately $8.3 million and $1.8 million, respectively.
Optional Redemption		We may redeem all or any portion of the Notes at any time or from time to time. If the Notes are redeemed, the redemption price will equal the principal amount of the Notes to be redeemed plus a make-whole premium. We will also pay accrued and unpaid interest on the principal amount being redeemed up to, but excluding, the redemption date.
Special Acquisition Redemption		We may redeem the Notes, in whole but not in part, in the event that (i) we do not consummate the 41.1% Acquisition by July 1, 2012, if we receive MOFCOM approval prior to such date, or by October 1, 2012, if we do not receive MOFCOM approval prior to July 1, 2012 or (ii) the IMM Purchase Agreement is terminated prior to either such date, at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to but excluding the special acquisition redemption date. See “Description of the Notes—Special Acquisition Redemption.”
Certain Covenants		The supplemental indenture governing the Notes contains certain covenants for your benefit. Subject to a number of important exceptions and qualifications, these covenants may restrict our ability to participate in certain activities or transactions in the future, including restrictions on consolidations, sales of assets and mergers, our ability to incur liens, and sale and leaseback transaction. See “Description of the Notes—Certain Restrictive Covenants.”
Use of Proceeds		We estimate that the net proceeds we will receive from the sale of the Notes will be approximately $491.7 million after deducting the underwriters’ discount and our estimated offering expenses. We intend to use the net cash proceeds from this offering, in combination with any future term loans we obtain, the Bridge Loan Agreement and cash on hand, including any cash proceeds received from the LDS Divestiture, to fund the 41.1% Acquisition and the Tender Offer. In addition, we are in the preliminary stages of seeking a new $250 million term loan to provide additional financing for the 41.1% Acquisition and the Tender Offer. There can be no assurances, however, that we will close the LDS Divestiture as contemplated, if at all, or that we will obtain the new term loan as contemplated, if at all. We intend to use any proceeds remaining after the consummation of the 41.1% Acquisition and the Tender Offer for general corporate purposes.
Further Issuances		We may from time to time, without notice to or the consent of the holders of the Notes, create and issue additional debt

		securities having the same terms (except for the issue date, the public offering price and the first interest payment date) and ranking equally and ratably with the Notes, in all respects, as described under “Description of the Notes—General,” provided that if the additional debt securities are not fungible with the Notes for United States federal income tax purposes, the additional debt securities will have a separate CUSIP number.
No Listing		We do not intend to apply to list the Notes for trading on any securities exchange or arrange for their quotation on any automated dealer quotation system. Accordingly, we cannot provide any assurance as to the development or liquidity of any market for the Notes. See “Underwriting.”
Governing Law		State of New York.
Risk Factors		You should read the “Risk Factors” section, beginning on page S-9 of this prospectus supplement, to understand some of the risks associated with an investment in the Notes.

 

SUMMARY CONSOLIDATED FINANCIAL AND PRO FORMA INFORMATION

		Historical																				Pro Forma
																										Nine
																						Year				Months
		Year Ended												Nine Months Ended								Ended				Ended
		October 29,				October 30,				October 31,				July 29,				July 30,				October 29,				July 29,
		2010				2009				2008				2011				2010				2010				2011
		(dollars in thousands)
Statements of operations data:
Net sales		$	3,524,334			$	3,598,314			$	3,418,934			$	3,068,613			$	2,475,446			$	3,785,543			$	3,284,766
Cost of sales			2,350,708				2,445,514				2,428,929				2,013,615				1,653,427				2,549,106				2,189,291
Operating income			697,103				702,312				551,204				623,852				470,526				732,272				641,271
Income from continuing operations			461,499				454,650				373,137				436,009				315,161				480,116				446,573

		Historical
		October 29,				October 30,				October 31,				July 29,				July 30,
		2010				2009				2008				2011				2010
		(dollars in thousands)
Balance sheet data:
Total current assets		$	2,361,927			$	1,950,027			$	1,738,129			$	3,053,762			$	2,251,687
Total assets			3,271,013				2,995,251				2,631,285				4,930,358				3,271,577
Total long-term obligations			396,326				523,890				540,967				873,366				511,387
Shareholders’ equity			1,342,366				800,711				519,446				1,878,371				1,107,893
Other data:
Working capital		$	1,338,603			$	1,023,243			$	597,778			$	1,283,670			$	1,284,423

 

Investing in the Notes involves risks. Before deciding to invest in the Notes, you should consider carefully the risks described below and all of the information contained in and incorporated by reference in this prospectus supplement and the accompanying prospectus before deciding whether to purchase the Notes. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the risks described below or incorporated by reference herein actually occurs, our business, financial condition, liquidity and results of operations could be materially adversely affected. The risks described below or incorporated by reference herein also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-Looking Statements.”

 

Risks Related to Our Business

 

Our international operations are subject to many uncertainties, and a significant reduction in international sales of our products could adversely affect us.

 

In addition to the other risk factors below, our international operations are subject to various political, economic and other uncertainties that could adversely affect our business. A significant reduction of our international business due to any of these risks would adversely affect our sales. In our fiscal years 2010, 2009, and 2008, approximately 56%, 50% and 52%, respectively, of our sales were derived from sales outside the United States. Risks faced by any or all of our international operations include:

 

 

 

 

We expect that the percentage of our sales occurring outside the United States will increase over time largely due to increased activity in China, India and other emerging markets. The foregoing risks may be particularly acute in emerging markets, where our operations are subject to greater uncertainty due to increased volatility associated with the developing nature of the economic, legal and governmental systems of these countries. If we are unable to successfully manage the risks associated with expanding our global business or to adequately manage operational fluctuations, it could adversely affect our business, financial condition or results of operations.

 

The cyclical nature of our original equipment manufacturing business could cause fluctuations in our operating results.

 

Our business, in particular our original equipment manufacturing business, is cyclical in nature. The cyclicality of Joy’s original equipment sales is driven primarily by commodity prices, product life cycles, competitive pressures and other economic factors affecting the mining industry such as company consolidation. P&H’s original equipment sales are subject to cyclical movements based in large part on changes in coal, copper, iron ore, oil and other commodity prices. Falling commodity prices have in the past and may in the future lead to reductions in the production levels of existing mines, a contraction in the number of existing mines, and the closure of less efficient mines. Decreased mining activity is likely to lead to a decrease in demand for new mining machinery. As a result of this cyclicality, we have previously experienced fluctuation in our business, results of operations and financial condition. We expect that cyclicality in our equipment manufacturing business may cause us to experience further significant fluctuation in our business, financial condition or results of operations.

 

We operate in a highly competitive environment, which could adversely affect our sales and pricing.

 

Our domestic and foreign manufacturing and service operations are subject to significant competitive pressures. We compete on the basis of product performance, customer service, availability, reliability, productivity and price. Many of our customers are large global mining companies that have substantial bargaining power, and some of our sales require us to participate in competitive tenders where we must compete on the basis of various factors, including performance guarantees and price. We compete directly and indirectly with other manufacturers of surface and underground mining equipment and with manufacturers of parts and components for such products. Some of our competitors are larger than us and, as a result, may have broader product offerings and greater access to financial resources. As a result, certain of our competitors may pursue aggressive pricing or product strategies that may cause us to lose sales or reduce the prices we charge for our original equipment and aftermarket products and services. These actions may lead to reduced revenues, lower margins and/or a decline in market share, any of which may adversely affect our business and results of operations.

 

We may acquire other businesses, dispose of businesses or engage in other transactions, which may adversely affect our operating results, financial condition and existing business.

 

From time to time, we may explore and pursue transaction opportunities that may complement our core businesses, and we may also consider divesting businesses or assets that we do not regard as part of our core businesses. For example, we acquired LeTourneau and we have recently entered into agreements to effect the LDS Divestiture and the 41.1% Acquisition, and, if the 41.1% Acquisition is completed, we expect to conduct the Tender Offer. These transaction opportunities may come in the form of acquisitions, joint ventures, start-ups or other structures. There may be risks associated with any such transaction including (without limitation) general business risk, integration risk, technology risk, market acceptance risk, litigation risk, environmental risk, regulatory approval risk and risks associated with the failure to close or consummate announced transactions. In the case of acquisitions, including our acquisition of IMM, we may not be able to discover, during the due diligence process or otherwise, all known and unknown risks associated with the business we are acquiring.

Undiscovered factors may result in our incurring financial or other liabilities, which could be material, and in our not achieving the expected benefits from any acquisitions or divestitures. In addition, any such transaction may require us to incur debt, issue equity, utilize other capital resources, make expenditures, provide guarantees or indemnify and/or agree to other terms, as well as consume our management’s time and attention. These transactions may not ultimately create value for us or our stockholders.

 

Our drilling products business, which we have entered into an agreement to sell, is subject to risks affecting manufacturers of drilling rigs and other petroleum production equipment.

 

Our drilling products business, which we have agreed to sell to Cameron International Corporation, is focused on providing products and services to the oil and natural gas industry. As a result, its business is subject to many of the risks faced by that industry, including risks associated with:

 

 

These risks may significantly affect demand for drilling rigs and other equipment produced by our drilling products business, or give rise to contingent or other liabilities, any of which may have a material adverse effect on our business, results of operation and financial condition.

 

We are subject to environmental and health and safety laws and regulations that impose, and could continue to impose, significant costs and liabilities. In addition, future regulations, or more stringent enforcement of existing regulations, could increase those costs and liabilities, which could adversely affect our results of operations.

 

We are subject to a variety of foreign, federal, state and local environmental laws and regulations, including those relating to employee health and safety, environmental permitting and licensing, air (including greenhouse gas) and water emissions, remediation of soil and groundwater contamination, and the use, storage, treatment and disposal of hazardous materials. Some environmental laws impose strict, retroactive, and joint and several liability for the remediation of releases of hazardous substances, even for conduct that was lawful at the time it occurred, or for the conduct of, or conditions caused by, prior operators, predecessors, or other third parties. Failure to comply with environmental laws could expose us to penalties or clean-up costs and civil or criminal liability as well as result in sanctions on certain of our activities and damage to property or natural resources. These liabilities, sanctions, damages and any remediation efforts could negatively impact our ability to conduct our operations or our financial condition and results of operations. In addition, our various prior and future acquisitions and divestitures may have resulted or could result in environmental liabilities unknown to us at the time of acquisition or divestiture or other additional environmental liabilities.

 

Moreover, environmental laws and regulations, and the interpretation and enforcement thereof, change frequently and have tended to become more stringent over time. Future environmental laws and regulations could require us to acquire costly equipment or to incur other significant expenses in connection with our business. For example, increased regulation of greenhouse gas emissions, such as through a cap-and-trade system or emissions tax, could adversely affect our business, financial condition, results of operations or product demand.

We are largely dependent on the continued demand for coal, which is subject to economic and climate related risks.

 

Over two-thirds of our revenues come from our coal-mining customers. Many of these customers supply coal for steel production and/or as fuel for the production of electricity in the United States and other countries. Demand for steel is affected by the global level of economic activity and economic growth. The pursuit of the most cost effective form of electricity generation continues to take place throughout the world. Coal combustion generates significant greenhouse gas emissions and governmental and private sector goals and mandates to reduce greenhouse gas emissions may increasingly affect the mix of electricity generation sources. Further developments in connection with legislation, regulations or other limits on greenhouse gas emissions and other environmental impacts or costs from coal combustion, both in the United States and in other countries, could diminish demand for coal as a fuel for electricity generation. If lower greenhouse gas emitting forms of electricity generation, such as nuclear, solar, natural gas or wind power, become more prevalent or cost effective, or diminished economic activity reduces demand for steel, demand for coal will be reduced. When demand for coal is reduced, the demand for our mining equipment could be adversely affected.

 

We require cash to service our indebtedness, which reduces the cash available to finance our business.

 

Our ability to service our indebtedness will depend on our future performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors. Some of these factors are beyond our control. If we cannot generate sufficient cash flow from operations to service our indebtedness and to meet our other obligations and commitments, we might be required to refinance our debt or to dispose of assets to obtain funds for such purpose. There is no assurance that refinancings or asset dispositions could be effected on a timely basis or on satisfactory terms, if at all, particularly if credit market conditions deteriorate. Furthermore, there can be no assurance that refinancings or asset dispositions would be permitted by the terms of our credit agreements or debt instruments.

 

Our existing credit agreements contain, and any future debt agreements we may enter into may contain, certain financial tests. If we do not satisfy such tests, our lenders could declare a default under our debt agreements, and our indebtedness could be declared immediately due and payable. Our ability to comply with the provisions of these agreements may be affected by changes in economic or business conditions beyond our control.

 

Our existing credit agreements contain, and any future debt agreements we may enter into may contain, covenants that limit our ability to incur indebtedness, acquire other businesses and impose various other restrictions. These covenants could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. We cannot be certain that we will be able to comply with these covenants or the financial covenants referred to above, or, if we fail to do so, that we will be able to obtain waivers or amended terms from our lenders.

 

Significant changes in our actual investment return on pension assets, discount rates and other factors could affect our results of operations, equity and pension funding requirements in future periods.

 

Our results of operations may be affected by the amount of income or expense that we record for our defined benefit pension plans and certain other retirement benefits. We measure the valuation of our pension plans annually as of our fiscal year end in order to determine the funded status of and our funding obligation with respect to such plans. This annual valuation of our pension plans is highly dependent on certain assumptions used in actuarial valuations, which include actual and expected return on pension assets and discount rates. These assumptions take into account current and expected financial market data, other economic conditions such as interest rates and inflation, and

other factors such as plan asset allocation and future salary increases. If actual rates of return on pension assets materially differ from assumptions, our pension funding obligations may increase or decrease significantly. Our funding obligation is determined under governmental regulations and is measured based on value of our assets and liabilities. An adverse change in our funded status due to the volatility of returns on pension assets and the discount rate could increase our required future contributions to our plans, which may adversely affect our results of operations and financial condition.

 

Our continued success depends on our ability to protect our intellectual property, which cannot be assured.

 

Our future success depends in part upon our ability to protect our intellectual property. We rely principally on nondisclosure agreements and other contractual arrangements and trade secret law and, to a lesser extent, trademark and patent law, to protect our intellectual property. However, these measures may be inadequate to protect our intellectual property from infringement by others or prevent misappropriation of our proprietary rights. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do U.S. laws. Our inability to protect our proprietary information and enforce our intellectual property rights through infringement proceedings could adversely affect our business, financial condition or results of operations.

 

Demand for our products may be adversely impacted by regulations related to mine safety.

 

Our principal customers are surface and underground mining companies. The mining industry has encountered increased scrutiny as it relates to safety regulations primarily due to recent high profile mine accidents. Current or proposed legislation on safety standards and the increased cost of compliance may induce customers to discontinue or limit their mining operations, and may discourage companies from developing new mines, which in turn could diminish demand for our products.

 

Demand for our products may be adversely impacted by environmental regulations impacting the mining industry or electric utilities.

 

Many of our customers supply coal as a power generating source for the production of electricity in the United States and other countries. The operations of these mining companies are geographically diverse and are subject to or affected by a wide array of regulations in the jurisdictions where they operate, including those directly impacting mining activities and those indirectly affecting their businesses, such as applicable environmental laws. The high cost of compliance with environmental regulations may also cause customers to discontinue or limit their mining operations, and may discourage companies from expanding existing mines or developing new mines. Additionally, government regulation of electric utilities may adversely impact the demand for coal to the extent that such regulations cause electric utilities to select alternative energy sources, such as nuclear, natural gas and renewable energy technologies as a source of electric power. As a result of these factors, demand for our mining equipment could be adversely affected by environmental regulations impacting the mining industry or altering the consumption patterns of electric utilities.

 

Our manufacturing operations are dependent upon third party suppliers, making us vulnerable to supply shortages and price increases, and we are also limited by our plant capacity constraints.

 

In the manufacture of our products, we use large amounts of raw materials and processed inputs including steel, engine components, copper and electronic controls. We obtain raw materials and certain manufactured components from third party suppliers. Our ability to grow revenues is constrained by the capacity of our plants, our ability to supplement that capacity with outside sources, and our success in securing critical supplies such as steel and copper. To reduce material costs and inventories, we rely on supplier arrangements with preferred vendors as a source for “just in time” delivery of many raw materials and manufactured components. Because we maintain limited raw material and component inventories, even brief unanticipated delays in delivery by suppliers, including those due to capacity constraints, labor disputes, impaired financial condition of suppliers, weather

emergencies, or other natural disasters, may adversely affect our ability to satisfy our customers on a timely basis and thereby affect our financial performance. This risk increases as we continue to change our manufacturing model to more closely align production with customer orders. If we are not able to pass raw material or component price increases on to our customers, our margins could be adversely affected. Any of these events could adversely affect our business, financial condition or results of operations.

 

Labor disputes and increasing labor costs could adversely affect us.

 

Many of our principal domestic and foreign operating subsidiaries are parties to collective bargaining agreements with their employees. As of October 29, 2010, collective bargaining agreements or similar type arrangements cover 37% of our U.S. workforce and 30% of our international employees. We cannot provide assurance that disputes, work stoppages, or strikes will not arise in the future. In addition, when existing collective bargaining agreements expire, we cannot be certain that we will be able to reach new agreements with our employees. Such new agreements may be on substantially different terms and may result in increased direct and indirect labor costs. Future disputes with our employees could adversely affect our business, financial condition or results of operations.

 

A material disruption to one of our significant manufacturing plants could adversely affect our ability to generate revenue.

 

We produce most of our original equipment and aftermarket parts for each product type at a limited number of principal manufacturing facilities. If operations at one or more of these significant facilities were to be disrupted as a result of equipment failures, natural disasters, power outages or other reasons, our business, financial conditions or results of operations could be adversely affected. Interruptions in production could increase costs and delay delivery of some units. Production capacity limits could cause us to reduce or delay sales efforts until capacity is available.

 

Our business could be adversely affected by our failure to develop new technologies.

 

The mining industry is a capital-intensive business, with extensive planning and development necessary to open a new mine. The success of our customers’ mining projects is largely dependent on the efficiency with which the mine operates. If we are unable to provide continued technological improvements in our equipment that meet our customers’ expectations, or the industry’s expectations, on mine productivity, the demand for our mining equipment could be substantially adversely affected.

 

We are subject to litigation risk, which could adversely affect us.

 

We and our subsidiaries are involved in various unresolved legal matters that arise in the normal course of operations, the most prevalent of which relate to product liability (including asbestos and silica related liability), employment and commercial matters. In addition, we and our subsidiaries become involved from time to time in proceedings relating to environmental matters. Also, as a normal part of their operations, our subsidiaries may undertake contractual obligations, warranties, and guarantees in connection with the sale of products or services. Some of these claims and obligations involve significant potential liability.

 

Product liability claims could adversely affect us.

 

The sale of mining equipment entails an inherent risk of product liability and other claims. Although we maintain product liability insurance covering certain types of claims, our policies are subject to substantial deductibles. We cannot be certain that the coverage limits of our insurance policies will be adequate or that our policies will cover any particular loss. Insurance can be expensive, and we may not always be able to purchase insurance on commercially acceptable terms, if at all. Claims brought against us that are not covered by insurance or that result in recoveries in

excess of insurance coverage could adversely affect our business, financial condition or results of operations.

 

If we are unable to retain qualified employees, our growth may be hindered.

 

Our ability to provide high quality products and services depends in part on our ability to retain skilled personnel in the areas of senior management, product engineering, manufacturing, servicing and sales. Competition for such personnel is intense and our competitors can be expected to attempt to hire our skilled employees from time to time. In particular, our results of operations could be adversely affected if we are unable to retain customer relationships and technical expertise provided by our management team and our professional personnel.

 

We rely on significant customers, the loss of one or more of which could adversely affect our operating results, financial condition and existing business.

 

We are dependent on maintaining significant customers by delivering reliable, high performance mining equipment and other products on a timely basis. We do not consider ourselves to be dependent upon any single customer; however, our top ten customers collectively accounted for approximately 34% of our sales for fiscal 2010. Our sales have become more concentrated in recent years as consolidation has occurred in the mining industry. The consolidation and divestitures in the mining industry may result in different equipment preferences among current and former significant customers. The loss of one or more of our significant customers could, at least on a short-term basis, have an adverse effect on our business, financial condition or results of operations.

 

Risks Related to the Notes

 

If we do not close the 41.1% Acquisition within the timeframe set out in the Notes, we will have the option to redeem the Notes and, as a result, you may not obtain your expected return on the Notes.

 

Our ability to complete the 41.1% Acquisition is subject to various conditions, including MOFCOM approval. Although we expect to receive MOFCOM approval and complete the acquisition in accordance with the terms of the IMM Purchase Agreement, we can provide no assurance that we will receive such approval or that the 41.1% Acquisition will be completed on the terms contemplated, if at all. We may redeem the Notes, in whole but not in part, in the event that (i) we do not consummate the 41.1% Acquisition by July 1, 2012, if we receive MOFCOM approval prior to such date, or by October 1, 2012, if we do not receive MOFCOM approval prior to July 1, 2012 or (ii) the IMM Purchase Agreement is terminated prior to either such date, at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to but excluding the special acquisition redemption date. See “Description of the Notes — Special Acquisition Redemption.” If we elect to redeem the Notes pursuant to the special acquisition redemption you may not obtain your expected return on such Notes and may not be able to reinvest the proceeds from a special acquisition redemption in an investment that results in a comparable return. Your decision to invest in the Notes is made at the time of the offering of the Notes.

 

We cannot assure you that an active trading market for the Notes will develop.

 

We do not intend to apply for listing of the Notes on any securities exchange or arrange for their quotation on any automated dealer quotation system. There can be no assurance as to the liquidity of any market that may develop for the Notes or the ability of the noteholders to sell their Notes.

 

The underwriters have informed us that they intend to make a market in the Notes. However, the underwriters are not obligated to do so, and any such market-making activity may be terminated at any time without notice. If a market for the Notes does not develop, purchasers may be unable to resell the Notes for an extended period of time or at desired prices. Consequently, a noteholder may not be able to liquidate its investment readily, and the Notes may not be readily accepted as collateral

for loans. In addition, such market-making activity will be subject to restrictions under the federal securities laws.

 

The future trading price of the Notes is subject to fluctuation.

 

Future trading prices of the Notes will depend on many factors, including, among other things, prevailing interest rates, the liquidity of the market for the Notes and the market for similar securities. Future trading prices of the Notes also may be affected by our business, results of operations and credit ratings, and also could be affected by the business, results of operations and credit ratings of our affiliates. Accordingly, there can be no assurance as to the price at which noteholders will be able to sell their Notes.

 

The Notes will be, in effect, subordinated to all of our existing and future secured debt, to the existing and future debt of our subsidiaries that do not guarantee the Notes and to the existing and future secured debt of any subsidiaries that guarantee the Notes.

 

The Notes constitute our senior unsecured debt and rank equally in right of payment with all of our other existing and future senior debt, except as described below. The Notes are effectively subordinated to all our existing and future secured debt and to the existing and future secured debt of any subsidiaries that guarantee the Notes, in each case to the extent of the value of the collateral securing such debt. In the event of any liquidation, dissolution, bankruptcy or other similar proceeding affecting us or any of our guarantor subsidiaries, holders of secured debt of us or such guarantor subsidiary may assert rights against any assets securing such debt in order to receive full payment of their debt before those assets may be used to pay the holders of the Notes.

 

As of July 29, 2011, we had approximately $907.1 million of total indebtedness (including capital leases), approximately $10.7 million of which was secured. As of July 29, 2011, our subsidiaries guaranteeing the Notes had indebtedness, including capital leases and subsidiary guarantees of our indebtedness, of approximately $898.8 million, approximately $2.4 million of which was secured.

 

The Notes are structurally subordinated to all of the existing and future debt and other liabilities, including trade payables, of our subsidiaries that do not guarantee the Notes. Our non-guarantor subsidiaries, including all of our foreign subsidiaries and certain subsidiaries of LeTourneau that guarantee our credit agreements and existing senior notes, will have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make funds available to pay those amounts, whether by dividend, distribution, loan or other payment. In the event of any liquidation, dissolution, bankruptcy or other similar proceeding affecting any of our non-guarantor subsidiaries, all of that subsidiary’s creditors, including trade creditors, would be entitled to payment in full out of that subsidiary’s assets before we would be entitled to any payment that could be used to satisfy our own obligations, including our obligations under the Notes. Holders of the Notes will have a position junior to the claims of creditors, including trade creditors and tort claimants, of our non-guarantor subsidiaries. As of July 29, 2011, our non-guarantor subsidiaries had indebtedness of approximately $8.3 million.

 

A court could cancel the guarantees of the Notes by our subsidiaries under fraudulent transfer law.

 

Subject to certain exceptions, the Notes will be guaranteed by our existing and subsequently acquired or organized domestic subsidiaries that guarantee our unsecured revolving credit agreement. Although the guarantees provide you with a direct unsecured claim against the assets of the guarantors, under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, in certain circumstances a court could cancel a guarantee and order the return of any payments made thereunder to the subsidiary or to a fund for the benefit of its creditors.

 

A court might take these actions if it found, among other things, that when the guarantor incurred the debt evidenced by its guarantee (i) it received less than reasonably equivalent value or

fair consideration for the incurrence of the debt and (ii) any one of the following conditions was satisfied:

 

 

In applying the factors above, a court would likely find that a guarantor did not receive fair consideration or reasonably equivalent value for its guarantee, except to the extent that it benefited directly or indirectly from the Notes issuance. The determination of whether a guarantor was or was not rendered “insolvent” when it entered into its guarantee will vary depending on the law of the jurisdiction being applied. Generally, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than all of its assets at a fair valuation or if the present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts, including contingent or unliquidated debts, as they mature.

 

If a court canceled a guarantor’s guarantee, you would no longer have a claim against that guarantor or its assets. Our assets and the assets of the remaining guarantors may not be sufficient to pay the amount then due under the Notes.

 

The lenders under our unsecured revolving credit agreement will have the discretion to release any guarantors under such agreement for any reason, which will cause those guarantors to be released from their guarantees of the Notes.

 

While any obligations under our unsecured revolving credit agreement remain outstanding, any guarantee of the Notes may be released without action by, or consent of, any holder of the Notes or the trustee under the indenture that governs the Notes, at the discretion of lenders under our unsecured revolving credit agreement, if the related guarantor is no longer a guarantor of obligations under such agreement. See “Description of the Notes—Subsidiary Guarantees.” The lenders under our unsecured revolving credit agreement will have the discretion to release the guarantees under that agreement for any reason. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the Notes, and the indebtedness and other liabilities, including trade payables, of that subsidiary will be effectively senior to claims of noteholders.

 

Our corporate structure may materially adversely affect our ability to meet our debt service obligations under the Notes.

 

A significant portion of our consolidated assets is held by our subsidiaries. Our cash flow and our ability to service our debt, including the Notes, depends on the results of operations of these subsidiaries and upon the ability of these subsidiaries to make distributions of cash to us, whether in the form of dividends, loans or otherwise.

 

International Operations are a significant source of cash flow for our business. In certain countries where we operate, transfers of funds into or out of such countries are generally or periodically subject to various restrictive governmental regulations and there may be adverse tax consequences to such transfers. In addition, our subsidiaries may from time to time enter into agreements that restrict their ability to make dividends or other distributions to us. Furthermore, our subsidiaries are separate and distinct legal entities and those that are not subsidiary guarantors of the Notes have no obligation, contingent or otherwise, to make payments on the Notes or to make any funds available for that purpose.

We may not be able to repurchase the Notes upon a change of control triggering event.

 

Upon the occurrence of specified change of control events as described in “Description of the Notes—Repurchase at the Option of Holders”, we will be required to offer to repurchase all of the outstanding Notes at 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase. We cannot provide any assurance that we will have sufficient financial resources to purchase all of the Notes that are tendered when so required. Our failure to repurchase the Notes upon a change of control event would cause a default under the indenture governing the Notes. Our unsecured revolving credit agreement, our unsecured term loan agreement and the Bridge Loan Agreement also provide that a change of control will result in a default that permits the lenders thereunder to accelerate the maturity of borrowings thereunder and, in the case of the revolving credit agreement and the Bridge Loan Agreement, terminate the commitments, provided that, in the case of the Bridge Loan Agreement, the lenders thereunder may generally not terminate the commitments during the period when the Tender Offer is open. Any of our future debt agreements, including our proposed new term loan, may contain similar provisions.

 

We estimate that the net proceeds from the offering of the Notes will be approximately $491.7 million after deducting the underwriters’ discount and our estimated offering expenses. We intend to use the net cash proceeds from this offering, in combination with any future term loans we obtain, the Bridge Loan Agreement and cash on hand, including any cash proceeds received from the LDS Divestiture, to fund the 41.1% Acquisition and, if the 41.1% Acquisition is completed, the Tender Offer. In addition, we are in the preliminary stages of seeking a new $250 million term loan to provide additional financing for the 41.1% Acquisition and the Tender Offer. There can be no assurances, however, that we will close the LDS Divestiture as contemplated, if at all, or that we will obtain the new term loan as contemplated, if at all. We intend to use any proceeds remaining after the consummation of the 41.1% Acquisition and the Tender Offer for general corporate purposes. We may redeem the Notes, in whole but not in part, in the event that (i) we do not consummate the 41.1% Acquisition by July 1, 2012, if we receive MOFCOM approval prior to such date, or by October 1, 2012, if we do not receive MOFCOM approval prior to July 1, 2012 or (ii) the IMM Purchase Agreement is terminated prior to either such date, at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to but excluding the special acquisition redemption date. See “Description of the Notes—Special Acquisition Redemption.”

 

The table below shows our capitalization as of July 29, 2011:

 

 

No other adjustments have been made to reflect normal course operations by us, or other developments with our business, after July 29, 2011, and thus the as adjusted information provided below is not indicative of our actual cash position or capitalization at any date. In addition, this table does not take into account the new term loan in the amount of $250 million that we are in the preliminary stages of seeking. There can be no assurance that such new term loan will be obtained as contemplated, if at all.

 

This table should be read in conjunction with the consolidated financial statements of the Company, which are included in the accompanying prospectus.

 

 

 

 

The following description of the Notes, as defined below, and terms of the indenture, as defined below, is a summary. It summarizes only those aspects of the Notes and those portions of the indenture that we believe will be most important to your decision to invest in the Notes. You should keep in mind, however, that it is the indenture, and not this summary, which defines the rights of Note holders. There may be other provisions in the indenture which are also important to you. You should read the indenture for a full description of the terms of the Notes. The following description of certain provisions of the Notes does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the indenture.

 

General

 

Joy Global Inc. will issue $500 million aggregate principal amount of 5.125% Senior Notes due 2021 (the “Notes”) under an indenture dated November 10, 2006 (the “base indenture”), as amended and supplemented by a fourth supplemental indenture to be dated October 12, 2011, among Joy Global Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, a national banking association, as trustee (the “supplemental indenture”). The base indenture, as supplemented by the supplemental indenture, is referred to herein as the “indenture.” The Notes will be guaranteed, fully and unconditionally on a joint and several basis, from time to time by each of our current and future domestic subsidiaries that are borrowers or guarantors under our Credit Agreement (as defined below), other than certain subsidiaries of LeTourneau as described under “—Subsidiary Guarantees” below.

 

The following description of the provisions of the indenture is only a summary. You should read the entire indenture carefully because it, and not this description, defines your rights as a holder of the Notes. We have filed a copy of the base indenture as an exhibit to the registration statement of which this prospectus is a part and we will file the supplemental indenture relating to the Notes on Form 8-K upon completion of the offering.

 

Unless otherwise indicated, capitalized terms used in the following summary that are defined in the indenture have the meanings used in the indenture. As used in this “Description of the Notes,” references to “Joy Global,” “we,” “us” or the “Company” refer to Joy Global Inc. and do not, unless the context otherwise indicates, include Joy Global’s subsidiaries.

 

The Notes constitute a new series of debt securities under the indenture. Under the indenture, we may, without the consent of the holders of the Notes, “reopen” this series of Notes and issue additional notes from time to time in the future having the same terms (other than issue price, issue date and, in some cases, the first interest payment date) so that in either case the existing Notes and the additional notes form a single series under the indenture; provided , however , that if the additional notes are not fungible with the Notes for United States federal income tax purposes, the additional notes will have a separate CUSIP number.

 

The Notes will be issued in principal amounts of $2,000 or an integral multiple of $1,000 in excess thereof.

 

If any interest payment date, date of redemption or the maturity date of any of the Notes is not a Business Day (as defined below), then payment of interest and/or principal will be made on the next succeeding Business Day. No interest will accrue on the amount so payable for the period from such interest payment date, redemption date or maturity date, as the case may be, to the date payment is made.

 

The Notes do not contain any sinking fund provisions.

Principal, Maturity and Interest

 

The Notes will mature on October 15, 2021 and will bear interest at the rate of 5.125% per annum. Interest on the Notes will be payable semi-annually, in cash, in arrears on October 15 and April 15, of each year, beginning on April 15, 2012, to the registered holders of record of the Notes at the close of business on the immediately preceding October 1 and April 1.

 

Interest on the Notes will accrue from October 12, 2011. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

 

Subsidiary Guarantees

 

The Notes will be guaranteed from time to time by each of our current and future domestic subsidiaries that is a borrower or guarantor under (1) the Credit Agreement or (2) any credit agreement that replaces or refinances the Credit Agreement and under which Joy Global may borrow not less than $50.0 million. The Credit Agreement currently provides that each domestic Material Subsidiary is required to guarantee Joy Global’s obligations under the Credit Agreement. For the purposes of the Credit Agreement, a “Material Subsidiary” is generally defined as a subsidiary that has (a) assets in excess of 5% of Joy Global’s consolidated assets, (b) revenues in excess of 5% of Joy Global’s consolidated revenues for the preceding four fiscal quarters or (c) if a domestic subsidiary, together with any other domestic subsidiaries that have not provided a guarantee under the Credit Agreement, (i) assets in excess of 10% of Joy Global’s consolidated assets or (ii) revenues in excess of 10% of Joy Global’s consolidated revenues for the preceding four fiscal quarters. Joy Technologies Inc., P&H Mining Equipment Inc., N.E.S. Investment Co., Continental Crushing & Conveying Inc. and LeTourneau, which each constitute Material Subsidiaries and guarantee Joy Global’s obligations under the Credit Agreement, will initially each guarantee, fully and unconditionally on a joint and several basis, Joy Global’s obligations under the Notes. As of the date of this prospectus supplement, LeTourneau Technologies Drilling Systems, Inc. (“LDS”) also constitutes a Material Subsidiary and guarantees Joy Global’s obligations under the Credit Agreement but will not guarantee the Notes because Joy Global has entered into an agreement to sell LDS to a third party in a transaction expected to close in October 2011; provided , however , that if the sale of LDS is not completed by February 29, 2012 and LDS is then a guarantor under the Credit Agreement, then LDS will be required to guarantee the Notes. In addition, none of LeTourneau Technologies America, Inc., LeTourneau Technologies Brazil, Inc., LeTourneau Technologies International, Inc. and LeTourneau Technologies South America, Inc. (collectively, the “LeTourneau Subsidiaries”) will be guarantors of the Notes. Each of the LeTourneau Subsidiaries is a domestic subsidiary of LeTourneau and currently guarantees Joy Global’s obligations under the Credit Agreement and our other senior unsecured indebtedness, but none constitutes a Material Subsidiary under the Credit Agreement.

 

The obligations of each guarantor under its guarantee will be limited as necessary to seek to prevent that guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable federal, state or foreign law.

 

A guarantor may not directly or indirectly sell, lease or exchange all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such guarantor is the surviving person), another person, other than us or another guarantor, unless immediately after giving effect to that transaction, no default or event of default exists and the person acquiring the property in any such sale or disposition or the person formed by or surviving any such consolidation or merger assumes all the obligations of that guarantor under the indenture pursuant to a supplemental indenture satisfactory to the trustee or by operation of law.

 

The guarantee will, so long as no Event of Default shall have occurred and be continuing, be automatically and unconditionally released without any action on the part of the trustee or the holders of the Notes: (i) with respect to a Guarantor which no longer borrows or guarantees any amounts under the Credit Agreement or any credit agreement that replaces or refinances the Credit Agreement and under which the Company may borrow not less than $50.0 million; (ii) unless the Guarantor is the

surviving entity, (A) upon any sale, lease or exchange of all or substantially all of the Guarantor’s assets to any Person not an affiliate of Joy Global or (B) upon any sale, exchange or transfer, to any Person not an affiliate of Joy Global, of all of Joy Global’s direct and indirect interest in such Guarantor; (iii) upon the payment in full of the Notes; or (iv) discharge of the Notes as described under “Description of Debt Securities — Satisfaction and Discharge of Obligations; Defeasance” in the accompanying base prospectus.

 

“Credit Agreement” means the Credit Agreement dated as of October 27, 2010 entered into by and among Joy Global, certain of its domestic subsidiaries, Bank of America, N.A., JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, RBS Citizens, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Mizuho Corporate Bank, and the other lenders and parties named therein, as amended and modified from time to time.

 

Ranking

 

The Notes will be Joy Global’s senior unsecured obligations. Payment of the principal and interest on the Notes will rank equally in right of payment with all of Joy Global’s other existing and future unsecured and unsubordinated indebtedness, except as described below, and, to the extent Joy Global incurs subordinated indebtedness in the future, rank senior in right of payment to such subordinated indebtedness. To the extent Joy Global incurs secured indebtedness in the future, the Notes will be effectively subordinated to any such secured indebtedness, to the extent of the value of any assets securing such indebtedness.

 

The guarantees of the Notes will rank equally and ratably in right of payment with all other existing and future unsecured and unsubordinated indebtedness of the guarantors and, to the extent the guarantors incur subordinated indebtedness in the future, rank senior in right of payment to such subordinated indebtedness. To the extent the guarantors incur secured indebtedness in the future, the guarantees will be effectively subordinated to any such secured indebtedness, to the extent of the value of any assets securing such indebtedness.

 

The Notes are structurally subordinated to all of the existing and future debt and other liabilities, including trade payables, of our subsidiaries that do not guarantee the Notes. Our non-guarantor subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make funds available to pay those amounts, whether by dividend, distribution, loan or other payment. Our non-guarantor subsidiaries include the LeTourneau Subsidiaries, each of which guarantees our obligations under the Credit Agreement and our other senior unsecured indebtedness, as described above under “—Subsidiary Guarantors,” as well as all of our foreign subsidiaries. Holders of the Notes will have a position junior to the claims of creditors, including trade creditors and tort claimants, of our non-guarantor subsidiaries.

 

Optional Redemption

 

Joy Global may from time to time, at its option, redeem some or all of the Notes at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the applicable redemption date:

 

 

In each case, for purposes of calculating the redemption prices, the following terms will have the meanings set forth below.

“Business Day” means any day, other than a Saturday or Sunday, that is not a day on which the trustee or banking institutions in New York, New York are authorized or obligated by law or executive order to close.

 

“Comparable Treasury Issue” means the U.S. Treasury security or securities selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

 

“Comparable Treasury Price” means, with respect to any redemption date,

 

 

“Independent Investment Banker” means one of the Reference Treasury Dealers selected by Joy Global.

 

“Reference Treasury Dealer” means each of Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, and one other nationally recognized investment banking firm that is a Primary Treasury Dealer to be selected by Joy Global, and their respective successors (a “Primary Treasury Dealer”), unless any of them ceases to be a primary U.S. Government securities dealer in the United States, in which case Joy Global will substitute another nationally recognized investment banking firm that is a Primary Treasury Dealer.

 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date.

 

“Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding the redemption date, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

 

Joy Global will mail notice of any redemption, at least 30 days but not more than 60 days before the applicable redemption date, to each holder of the Notes to be redeemed.

 

If Joy Global redeems less than all of the Notes, and the Notes are global Notes, the Notes to be redeemed will be selected by DTC in accordance with DTC’s procedures. If the Notes to be redeemed are not global Notes, the trustee will select the particular Notes to be redeemed by lot, on a pro rata basis or by another method the trustee deems fair and appropriate.

 

Unless Joy Global defaults in the payment of the redemption price, on and after the applicable redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption.

 

In addition, Joy Global may at any time acquire the Notes by means other than a redemption, whether pursuant to an issuer tender offer, open market purchase, negotiated transactions or otherwise, so long as the acquisition does not otherwise violate the terms of the indenture.

Special Acquisition Redemption

 

We expect to use the net proceeds from this offering as described under “Use of Proceeds” in connection with the consummation of the acquisition (the “41.1% Acquisition”) of approximately 41.1% of the outstanding common stock of International Mining Machinery Holdings Limited (“IMM”) and, if the 41.1% Acquisition is consummated, the subsequent unconditional cash tender offer for the remaining outstanding shares of IMM common stock and options to purchase shares of IMM common stock pursuant to Rule 26.1 of the Hong Kong Takeovers Code (the “Tender Offer”). Any proceeds remaining after the 41.1% Acquisition and Tender Offer will be used for general corporate purposes.

 

We expect the closing of this offering to occur in advance of the expected date of consummation of the 41.1% Acquisition and the Tender Offer. In the event that (i) we do 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 we will have the option to redeem the Notes, in whole but not in part, on the special acquisition redemption date (as defined below) 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). 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 a Business Day, the first Business Day thereafter) following the termination of the IMM Purchase Agreement for any reason. We fully expect that we will exercise our option to redeem all of the Notes on the special acquisition redemption date if the 41.1% Acquisition is not consummated by the Acquisition Deadline Date or if the IMM Purchase Agreement is earlier terminated.

 

If we elect to redeem the Notes pursuant to the special acquisition redemption, we will cause the notice of special acquisition redemption to be mailed, with a copy to the trustee, to each holder at its registered address within five Business Days after the occurrence of the event that gives us the option to redeem. If funds sufficient to pay the special acquisition redemption price of all Notes to be redeemed on the special acquisition redemption date are deposited with the trustee on or before such special acquisition redemption date, plus accrued and unpaid interest, if any, to the special acquisition redemption date, the Notes will cease to bear interest and all rights under the Notes shall terminate (other than in respect of the right to receive the special acquisition redemption price, plus accrued and unpaid interest).

 

Repurchase at the Option of Holders

 

Change of Control

 

If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the Notes as described above, each holder of the Notes will have the right to require us to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such holder’s outstanding Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the indenture. In the Change of Control Offer, we will offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at our option, prior to any Change of Control, but after the public announcement of the Change of Control, we will mail a notice to each holder, with a

copy to the trustee, describing the transaction or transactions that constitute or would constitute a Change of Control Triggering Event and offering to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture and described in such notice. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice. We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control provisions of the indenture by virtue of such conflict.

 

On the Change of Control Payment Date, we will, to the extent lawful:

 

 

The paying agent will promptly deliver to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Company and the trustee will promptly execute, authenticate and deliver (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

 

Except as described above with respect to a Change of Control Triggering Event, the indenture does not contain provisions that permit you to require that we repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

 

We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party (1) makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by us and (2) purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

 

The existence of a holder’s right to require us to repurchase such holder’s Notes upon the occurrence of a Change of Control Triggering Event may deter a third party from acquiring us in a transaction which would constitute a Change of Control.

 

Any future credit agreements or other agreements relating to other debt to which we become a party may contain restrictions and provisions and may also prohibit us from purchasing Notes. In the event a Change of Control Triggering Event occurs at a time when we are prohibited from purchasing Notes, we could seek the consent of our other lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If we do not obtain such consent or repay such borrowings, we will remain prohibited from purchasing Notes. In such case, our failure to purchase tendered Notes would constitute an event of default under the indenture which could, in turn, constitute a default under other debt, including secured debt.

For purposes of this provision, the following terms will have the meanings set forth below:

 

“Below Investment Grade Rating Event” means that the Notes cease to be rated with an Investment Grade Rating by each of the Rating Agencies on any date during the period (the “Trigger Period”) commencing on the date of the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period shall be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings downgrade); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Company in writing at its request (with a copy to the trustee) that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

 

“Change of Control” means the occurrence of any of the following:

 

 

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease or exchange of “all or substantially all” of the assets of us and our Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under New York law, which governs the indenture. Accordingly, your ability to require us to repurchase your Notes as a result of a direct or indirect sale, lease or exchange of less than all of the assets of us and our Subsidiaries taken as a whole to another person or group may be uncertain.

 

The definition of Change of Control also refers to the circumstance where a majority of the members of the board of directors of the Company cease to be Continuing Directors. Under a 2009 Delaware Chancery Court interpretation of a substantially similar definition of “Continuing Directors,”

our board of directors could approve, for purposes of such definition, a slate of stockholder nominated directors without endorsing them, or while simultaneously recommending and endorsing its own slate instead. Accordingly, under such interpretation, our board of directors could approve a slate of directors that includes a majority of dissident directors nominated pursuant to a proxy contest, and the ultimate election of such dissident slate would not constitute a “Change of Control” that would trigger a holder’s right to require us to repurchase the holder’s Notes as described above.

 

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event; provided that no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

 

“Continuing Directors” means, as of any date of determination, any member of the board of directors of the Company who:

 

 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s Investors Services (“Moody’s”) and BBB- (or the equivalent) by Standard & Poor’s Ratings Services (“S&P”), or the equivalent investment grade credit rating from any replacement Rating Agency selected by us.

 

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, as amended, selected by us (as certified by a resolution of our board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.

 

“Voting Stock” of any specified person as of any date means the Capital Stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

 

Restrictive Covenants

 

Some of the defined terms used in the following subsections are defined below under “Definitions for Restrictive Covenants.”

 

Consolidation, Merger, Conveyance, Transfer or Lease

 

Joy Global may not consolidate or merge with or into another person, or directly or indirectly sell, lease or exchange all or substantially all of the assets of Joy Global to another person, unless

 

 

Limitations on Liens

 

If, after the date of the indenture, Joy Global or any Consolidated Subsidiary shall incur any Debt secured by a Lien on any Principal Property or on any shares of capital stock of any Consolidated Subsidiary (in each case, whether now owned or hereafter acquired), Joy Global must secure the Notes equally and ratably with (or prior to) such secured Debt, unless, after giving effect to the incurrence of such Debt and any simultaneous permanent repayment of any secured Debt, the aggregate amount of all Debt secured by a Lien on any Principal Property or on any shares of capital stock of any Consolidated Subsidiary, together with all Attributable Debt of Joy Global and its Consolidated Subsidiaries in respect of Sale and Leaseback Transactions involving Principal Properties, would not exceed 10% of the Consolidated Total Assets of Joy Global and the Consolidated Subsidiaries. The aggregate amount of all secured Debt referred to in the preceding sentence excludes any then existing secured Debt that has been secured equally and ratably with the Notes. See “—Limitations on Sale and Leaseback Transactions” below.

 

This restriction does not apply to, and there will be excluded from all Debt so secured in any computation under such restriction or under the covenant “—Limitations on Sale and Leaseback Transactions” below, Debt secured by any of the following:

 

 

 

Limitations on Sale and Leaseback Transactions

 

Neither Joy Global nor any Consolidated Subsidiary may enter into any Sale and Leaseback Transaction involving any Principal Property unless either of the following conditions are met:

 

 

 

This restriction will not apply to any Sale and Leaseback Transaction, and there will be excluded from Attributable Debt in any computation described in this covenant or above under the covenant “—Limitations on Liens” with respect to any such transaction:

 

 

 

Definitions for Restrictive Covenants

 

“Attributable Debt” means, on the date of any determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the interest rate set forth or implicit in the terms of such lease or, if not practicable to determine such rate, the weighted average interest rate per annum borne by the Notes on such date of determination, in either case compounded semi-annually. “Net rental payments” means the total amount of rent payable by the lessee after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges.

 

“Consolidated Subsidiary” means a Subsidiary of Joy Global whose financial statements are consolidated with those of Joy Global in accordance with generally accepted accounting principles.

 

“Consolidated Total Assets” means the total assets of Joy Global and its Consolidated Subsidiaries, as shown on the consolidated balance sheet in Joy Global’s latest quarterly or annual report filed with the Securities and Exchange Commission, prepared in accordance with U.S. generally accepted accounting principles.

 

“Debt” means, at any time, (1) all obligations of Joy Global and all obligations of any Consolidated Subsidiary, to the extent such obligations would appear as a liability upon the consolidated balance sheet of Joy Global and the Consolidated Subsidiaries, in accordance with generally accepted accounting principles, (a) for borrowed money, (b) evidenced by bonds, debentures, Notes or other similar instruments, and (c) in respect of any letters of credit supporting any Debt of others, and (2) all guarantees by Joy Global or any Consolidated Subsidiary of Debt of others.

 

“Funded Debt” means (1) all Debt for money borrowed having a maturity of more than 12 months from the date as of which the determination is made or having a maturity of 12 months or less but by its terms being renewable or extendible beyond 12 months from such date at the option of the borrower (excluding any amount thereof included in current liabilities) and (2) all rental obligations payable more than 12 months from such date under leases that are capitalized in accordance with generally accepted accounting principles (such rental obligations to be included as Funded Debt at the amount so capitalized).

 

“incur” means to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an acquisition (by way of merger, consolidation or otherwise)), or otherwise become responsible for, contingently or otherwise.

 

“Lien” means any mortgage, pledge, hypothecation, encumbrance, security interest, statutory or other lien, or preference, priority or other security or similar agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement having substantially the same economic effect as any of these.

“Net Proceeds” means, with respect to a Sale and Leaseback Transaction, the aggregate amount of cash or cash equivalents received by Joy Global or a Consolidated Subsidiary, less the sum of all payments, fees, commissions and expenses incurred in connection with such transaction, and less the amount (estimated reasonably and in good faith by Joy Global) of income, franchise, sales and other applicable taxes required to be paid by Joy Global or any Consolidated Subsidiary in connection with such transaction in the taxable year that such transaction is consummated or in the two immediately succeeding taxable years, the computation of which shall take into account the reduction in tax liability resulting from any available operating losses and net operating loss carryovers, tax credits and tax credit carryforwards, and similar tax attributes.

 

“Nonrecourse Obligation” means indebtedness or lease payment obligations substantially related to (i) the acquisition of assets not previously owned by us or any Consolidated Subsidiary or (ii) the financing of a project involving the development or expansion of our or any Consolidated Subsidiary’s properties, in either case, as to which the obligee with respect to such indebtedness or obligation has no recourse to us or any Consolidated Subsidiary or any of our or any of our Subsidiaries’ assets other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

 

“Principal Property” means any manufacturing plant, warehouse or other similar facility or any parcel of real estate or group of contiguous parcels of real estate owned or leased by Joy Global or any Consolidated Subsidiary and the gross book value, without deduction of any depreciation reserves, of which on the date as of which the determination is being made exceeds 1% of Consolidated Total Assets.

 

“Sale and Leaseback Transaction” means any arrangement whereby Joy Global or any of its Subsidiaries has sold or transferred, or will sell or transfer, property and has or will take back a lease pursuant to which the rental payments are calculated to amortize the purchase price of the property substantially over the useful life of such property.

 

“Subsidiary” means a corporation, a majority of the outstanding Voting Stock of which is owned, directly or indirectly, by Joy Global and/or by one or more of its other Subsidiaries, a partnership in which Joy Global or a Subsidiary of Joy Global is, at the time, a general partner, and any other entity in which Joy Global and/or one of its Subsidiaries, directly or indirectly, has a majority ownership interest.

 

Events of Default

 

The following are events of default with respect to the Notes:

 

 

 

“Significant Subsidiary” means any of Joy Global’s Subsidiaries that would be a “Significant Subsidiary” within the meaning of Rule 1-02 under Regulation S–X promulgated by the Securities and Exchange Commission.

 

Modification and Waiver

 

In addition to those matters set forth in the accompany base prospectus, the following modifications or amendments to the Indenture may not be made without the consent of each of the holders of Notes so affected:

 

 

Legal Defeasance and Covenant Defeasance

 

The indenture provides that we may, at our option, elect to discharge our obligations with respect to the Notes (“Legal Defeasance”). If Legal Defeasance occurs, we will be deemed to have paid and discharged all amounts owed under the Notes, and the indenture will cease to be of further effect as to such Notes, except that:

 

 

After the Notes are no longer outstanding, in the case of Legal Defeasance, only our obligations to compensate and indemnify the trustee and our right to recover excess money held by the trustee shall survive.

In addition, we may, at our option and at any time, elect to cause the release of our obligations with respect to most of the covenants in the indenture (“Covenant Defeasance”) with respect to the Notes. If Covenant Defeasance occurs, certain events (not including non-payment events and bankruptcy, insolvency and reorganization events) relating to us described under “Events of Default” will no longer constitute events of default with respect to the Notes. We may exercise Legal Defeasance regardless of whether we previously exercised Covenant Defeasance.

 

In order to exercise either Legal Defeasance or Covenant Defeasance (each, a “Defeasance”) with respect to the Notes:

 

 

 

in either case to the effect that holders of such Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Legal Defeasance had not occurred;

 

 

The Defeasance will be effective on the earlier of (i) the 91st day after the deposit, and (ii) the day on which all the conditions above have been satisfied.

If the amount deposited with the trustee to effect a Covenant Defeasance is insufficient to pay the principal of, premium, if any, and interest on, the Notes when due, then our obligations under the indenture and the Notes will be revived, and such Defeasance will be deemed not to have occurred.

 

Trustee

 

Wells Fargo Bank, National Association is the trustee under the indenture. The duties of the trustee shall be as provided by the Trust Indenture Act, and as set forth in the indenture.

 

Additional Information

 

See “Description of Debt Securities and Guarantees” in the accompanying prospectus for additional important information about the Notes, including general information about the indenture, amendments and waivers to the indenture and the Notes, transfer and exchange, defeasance and the governing law of the indenture and the Notes. For information regarding book-entry delivery and settlement of the Notes, including settlement through Euroclear and Clearstream, see “Book-Entry, Delivery and Form” in this prospectus supplement.

BOOK-ENTRY, DELIVERY AND FORM

 

Global Notes

 

The certificates representing the Notes will be represented by one or more global Notes in registered form without interest coupons, and in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below.

 

Except as set forth below, the global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global Notes may not be exchanged for Notes in certificated form except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the global Notes will not be entitled to receive physical delivery of Notes in certificated form.

 

All interests in the global Notes will be subject to the procedures and requirements of DTC. These interests may also be subject to the procedures and requirements of the direct and indirect participants in DTC’s book-entry system, including Euroclear Bank S.A./NV, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, societe anonyme, Luxembourg (“Clearstream”).

 

Depository Procedures

 

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

 

DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic-book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the underwriters), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

 

DTC has also advised us that, pursuant to procedures established by it:

 

 

Investors in the global Notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Investors in the global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are

Participants in such system. All interests in a global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a global Note to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a person having beneficial interests in a global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

 

Except as described below, owners of interests in the global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “Holders” thereof under the indenture for any purpose.

 

Payments in respect of the principal of, and interest and premium and additional interest, if any, on a global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the indenture. Under the terms of the indenture, the Company and the trustee will treat the persons in whose names the Notes, including the global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the trustee nor any agent of the Company or the trustee has or will have any responsibility or liability for:

 

 

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or the Company. Neither the Company nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Company and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

 

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

 

Subject to compliance with the transfer restrictions applicable to the Notes described herein, cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counter-party in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or

Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf of delivering or receiving interests in the relevant global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

 

DTC has advised the Company that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an event of default under the Notes, DTC reserves the right to exchange the global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

 

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Company nor the trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

 

Exchange of Global Notes for Certificated Notes

 

A global Note is exchangeable for definitive Notes in registered certificated form (“Certificated Notes”) if:

 

 

In addition, beneficial interests in a global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any global Note or beneficial interests in global Notes will be registered in the names and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

 

Exchange of Certificated Notes for Global Notes

 

Certificated Notes may not be exchanged for beneficial interests in any global Note unless the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.

 

Methods of Receiving Payments on the Notes

 

If a holder has given wire transfer instructions to the Company at least 10 Business Days prior to the applicable payment date, the Company will make all payments on such holder’s Notes in accordance with those instructions. Otherwise, payments on the exchange Notes will be made at the office or agency of the paying agent and registrar for the Notes unless the Company elects to make interest payments by check mailed to the holders at their addresses set forth in the register of holders.

 

The following is a summary of the material United States federal income tax consequences of the acquisition, ownership and disposition of the notes. Unless otherwise stated, this summary deals only with holders that purchase notes at their “issue price,” which will equal the first price to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) at which a substantial amount of a series of notes is sold for cash. This summary also only addresses holders who hold notes as capital assets.

 

As used herein, “U.S. holders” are any beneficial owners of the notes, that are, for United States federal income tax purposes, (i) citizens or residents of the United States, (ii) corporations (or other entities treated as corporations for United States federal income tax purposes) created or organized in, or under the laws of, the United States, any state thereof or the District of Columbia, (iii) estates, the income of which is subject to United States federal income taxation regardless of its source, or (iv) trusts if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and (b) one or more United States persons have the authority to control all substantial decisions of the trust. In addition, certain trusts in existence on August 20, 1996 and treated as U.S. persons prior to such date may also be treated as U.S. holders. As used herein, “non-U.S. holders” are beneficial owners of the notes, other than partnerships, that are not U.S. holders. If a partnership (including for this purpose any entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of the notes, the treatment of a partner in the partnership will generally depend upon the status of the partner and upon the activities of the partnership. Partnerships and partners in such partnerships should consult their tax advisors about the United States federal income tax consequences of acquiring, owning and disposing of the notes.

 

This summary does not describe all of the tax consequences that may be relevant to a holder in light of its particular circumstances. For example, it does not deal with special classes of holders such as banks, thrifts, real estate investment trusts, regulated investment companies, insurance companies, dealers and traders in securities or currencies, or tax-exempt investors. It also does not discuss notes held as part of a hedge, straddle, “synthetic security” or other integrated transaction. This summary does not address the tax consequences to (i) persons that have a functional currency other than the U.S. dollar, (ii) expatriates or (iii) persons subject to the alternative minimum tax. Further, it does not include any description of any estate or gift tax consequences or the tax laws of any state or local government or of any foreign government that may be applicable to the notes.

 

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and all of which are subject to change or differing interpretations, possibly on a retroactive basis.

 

You should consult with your own tax advisor regarding the United States federal, state, local and foreign tax consequences of the ownership and disposition of the notes.

 

Taxation of U.S. Holders

 

In certain circumstances the timing and amount of payments otherwise due on the notes may differ from the scheduled payments on the notes (see “Description of Notes—Optional Redemption,” “Description of Notes—Special Acquisition Redemption” and “Description of Notes—Change of Control”). Because we are obligated to make such payments under certain circumstances, the notes may be subject to special rules under the Treasury Regulations that are applicable to debt instruments that provide for one or more contingent payments. Under the Treasury Regulations, however, the special rules applicable to contingent payment debt instruments will not apply if, as of the issue date, the contingencies are either “remote” or “incidental.” Joy Global intends to take the position (and this discussion assumes) that such payments are remote or incidental contingencies. Joy Global’s determination that such payments are remote or incidental contingencies for these purposes is binding on each holder (but not on the Internal Revenue Service (the “IRS”)), unless such

holder discloses in the proper manner to the IRS that it is taking a different position. The remainder of this discussion assumes that the notes are not subject to the rules applicable to contingent payment debt instruments.

 

Interest income and original issue discount.  Payments of stated interest on the notes will be taxable to a U.S. holder as ordinary interest income at the time such payments are accrued or received in accordance with the holder’s regular method of tax accounting for United States federal income tax purposes.

 

It is expected that the notes will be not be issued with original issue discount (“OID”) for United States federal income tax purposes. The notes will be treated as issued with OID if their principal amount exceeds their “issue price” by at least the de minimis amount of 1 / 4 of 1 percent of the principal amount multiplied by the number of complete years from the issue date of the note to its maturity. If the notes are issued with OID, a U.S. holder would be required to include OID in income based on a constant yield to maturity accrual method before the receipt of corresponding cash payments.

 

Sale, exchange or redemption of notes.  A U.S. holder will generally recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, redemption or other disposition of a note and the holder’s tax basis in such note. The amount realized is generally equal to the amount of cash and the fair market value of any property received for the note (other than amounts attributable to accrued but unpaid stated interest on the note which will be taxed as interest income as described above). A U.S. holder’s tax basis in the note generally will be the initial purchase price paid therefor increased by the amounts of any OID previously included in income by the holder with respect to the note. In the case of a U.S. holder other than a corporation, preferential tax rates may apply to gain recognized on the sale of a note if such holder’s holding period for such note exceeds one year. To the extent the amount realized is less than the U.S. holder’s tax basis, the holder will recognize a capital loss. Subject to certain limited exceptions, capital losses cannot be applied to offset ordinary income for United States federal income tax purposes.

 

Medicare Tax.  Legislation enacted in 2010 may require certain U.S. holders who are individuals, estates or trusts to pay up to an additional 3.8% tax on, among other things, interest income and net capital gains with respect to the notes for taxable years beginning after December 31, 2012.

 

Information reporting and backup withholding.  In general, information reporting requirements will apply to payments of principal and interest on the notes and payments of the proceeds of the sale of the notes. Backup withholding may apply to such payments if the holder fails to comply with certain identification requirements. Backup withholding is currently imposed at a rate of 28%. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a U.S. holder will be allowed as a credit against such holder’s United States federal income tax and may entitle the holder to a refund, provided that the required information is furnished to the IRS.

 

Taxation of non-U.S. holders

 

The rules governing United States federal income taxation of a non-U.S. holder of the notes are complex and no attempt will be made herein to provide more than a summary of such rules. Non-U.S. holders should consult with their own tax advisors to determine the effect of United States federal, state and local and foreign tax laws, as well as income tax treaties, with regard to an investment in the notes, including any reporting requirements.

 

Interest income and original issue discount.  Generally, interest income (including any OID) of a non-U.S. holder that is not effectively connected with a United States trade or business is subject to a withholding tax at a 30% rate (or, if applicable, a lower tax rate specified by an applicable income tax treaty). However, interest income (including any OID) earned on a note by a non-U.S. holder will

qualify for the “portfolio interest” exemption and therefore will not be subject to United States federal income tax or withholding tax, provided that such income is not effectively connected with a United States trade or business of the non-U.S. holder and provided that (i) the non-U.S. holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote; (ii) the non-U.S. holder is not a controlled foreign corporation that is related to us through stock ownership; (iii) the non-U.S. holder is not a bank which acquired the note in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business; and (iv) either (a) the non-U.S. holder certifies to the payor or the payor’s agent, under penalties of perjury, that it is not a United States person and provides its name, address, and certain other information on a properly executed IRS Form W-8BEN or a suitable substitute form or (b) a securities clearing organization, bank or other financial institution that holds customer securities in the ordinary course of its trade or business and holds the notes in such capacity, certifies to the payor or the payor’s agent, under penalties of perjury, that such a statement has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner and, when required, furnishes the payor or the payor’s agent with a copy thereof. The applicable Treasury Regulations also provide alternative methods for satisfying the certification requirements of clause (iv), above. If a non-U.S. holder holds the note through certain foreign intermediaries or partnerships, such holder and the foreign intermediary or partnership may be required to satisfy certification requirements under applicable Treasury Regulations.

 

Except to the extent that an applicable income tax treaty otherwise provides, a non-U.S. holder generally will be taxed with respect to interest and any OID in the same manner as a U.S. holder if such income were effectively connected with a United States trade or business of the non-U.S. holder. Effectively connected income received or accrued by a corporate non-U.S. holder may also, under certain circumstances, be subject to an additional “branch profits” tax at a 30% rate (or, if applicable, at a lower tax rate specified by an applicable income tax treaty). Even though such effectively connected income is subject to income tax, and may be subject to the branch profits tax, it is not subject to withholding tax if the non-U.S. holder delivers a properly executed IRS Form W-8ECI (or successor form) to the payor or the payor’s agent.

 

Sale, exchange or redemption of notes.  A non-U.S. holder generally will not be subject to United States federal income tax on any gain realized on the sale, exchange, redemption or other disposition of a note unless (i) the gain is effectively connected with a United States trade or business of the non-U.S. holder, (ii) in the case of a non-U.S. holder who is an individual, such holder is present in the United States for a period or periods aggregating 183 days or more during the taxable year of the disposition and certain other conditions are met, or (iii) the gain represents accrued but unpaid interest not previously included in income, in which case the rules regarding interest income would apply.

 

Except to the extent that an applicable income tax treaty otherwise provides, if an individual non-U.S. holder falls under clause (i) in the preceding paragraph, such individual generally will be taxed on the net gain derived from a sale in the same manner as a U.S. holder. If an individual non-U.S. holder falls under clause (ii) above, such individual generally will be subject to a 30% tax on the gain derived from a sale, which may be offset by certain United States-related capital losses (notwithstanding the fact that such individual is not considered a resident of the United States). Individual non-U.S. holders who have spent (or expect to spend) 183 days or more in the United States in the taxable year in which they contemplate a disposition of notes are urged to consult their tax advisors as to the tax consequences of such sale. If a non-U.S. holder that is a foreign corporation falls under clause (i), it generally will be taxed on the net gain derived from a sale in the same manner as a U.S. holder and, in addition, may be subject to the branch profits tax on such effectively connected income at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty).

 

Information reporting and backup withholding.  Generally, we must report annually to the IRS and to each non-U.S. holder the amount of interest paid to, and the amount of any OID accrued by,

such holder, and the tax withheld with respect to those payments and accruals (if any). Copies of the information returns reporting such amounts and any withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty. United States backup withholding will not apply to payments on the notes to a non-U.S. holder if the requirements described in clause (iv) of “—Interest Income and Original Issue Discount” above are satisfied with respect to the holder, unless the payor has actual knowledge or reason to know that the holder is a United States person.

 

Information reporting requirements and backup withholding will not apply to any payment of the proceeds of a sale of notes effected outside the United States by a foreign office of a “broker” as defined in applicable Treasury Regulations unless such broker (i) is a United States person as defined in the Code, (ii) is a foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, (iii) is a controlled foreign corporation for United States federal income tax purposes or (iv) is a foreign partnership with certain connections to the United States. Payment of the proceeds of any such sale effected outside the United States by a foreign office of any broker that is described in the preceding sentence may be subject to information reporting unless such broker has documentary evidence in its records that the beneficial owner is a non-U.S. holder (absent actual knowledge or reason to know that the payee is a United States person),and certain other conditions are met, or the beneficial owner otherwise establishes an exemption. Payment of the proceeds of any such sale to or through the United States office of a broker is subject to information reporting and backup withholding requirements unless the beneficial owner satisfies the requirements described in clause (iv) of “—Interest income and original issue discount” above and certain other conditions are met, or the beneficial owner otherwise establishes an exemption.

 

Backup withholding is not an additional tax. Any amounts withheld from a payment to a non-U.S. holder under the backup withholding rules will be allowed as a credit against the holder’s United States federal income tax liability and may entitle the holder to a refund, provided that the required information is furnished to the IRS. Non-U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of an exemption from backup withholding and the procedure for obtaining such an exemption, if available.

 

The United States federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a holder’s particular situation. Prospective holders should consult their tax advisors with respect to the tax consequences to them of the ownership and disposition of the notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in United States federal income or other tax laws.

 

Subject to the terms and conditions contained in the underwriting agreement dated as of the date of this prospectus supplement between us, the guarantors and the underwriters named below, for whom Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives, we have agreed to sell to each underwriter, and each underwriter has severally agreed to purchase from us, the principal amount of Notes that appears opposite its name in the table below:

 

 

The underwriters are offering the Notes subject to their acceptance of the Notes from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the Notes offered by this prospectus supplement are subject to certain conditions. The underwriters are obligated to take and pay for all of the Notes offered by this prospectus supplement if any such Notes are taken.

 

The underwriters initially propose to offer the Notes to the public at the public offering price that appears on the cover page of this prospectus supplement. In addition, the underwriters initially propose to offer the Notes to certain dealers at prices that represent a concession not in excess of 0.400% of the principal amount of the Notes. Any underwriter may allow, and any such dealer may reallow, a concession not in excess of 0.250% of the principal amount of the Notes to certain other dealers. After the initial offering of the Notes, the underwriters may from time to time vary the offering price and other selling terms. The underwriters may offer and sell Notes through certain of their affiliates. The offering of the Notes by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

 

The following table shows the underwriting discount that we will pay to the underwriters in connection with the offering of the Notes:

 

 

Expenses associated with this offering to be paid by us, other than underwriting discounts, are estimated to be approximately $842,300.

 

We have also agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments which the underwriters may be required to make in respect of any such liabilities.

 

The Notes are a new issue of securities, and there is currently no established trading market for the Notes. We do not intend to apply for the Notes to be listed on any securities exchange or to arrange for the Notes to be quoted on any quotation system. The underwriters have advised us that they intend to make a market in the Notes, but they are not obligated to do so. The underwriters may

discontinue any market-making in the Notes at any time at their sole discretion. Accordingly, we cannot assure you that a liquid trading market will develop for the Notes, that you will be able to sell your Notes at a particular time or that the price you receive when you sell will be favorable.

 

In connection with the offering of the Notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Notes. Specifically, the underwriters may overallot in connection with the offering of the Notes, creating syndicate short positions. In addition, the underwriters may bid for and purchase Notes in the open market to cover syndicate short positions or to stabilize the price of the Notes. Finally, the underwriting syndicate may reclaim selling concessions allowed for distributing the Notes in the offering of the Notes, if the syndicate repurchases previously distributed Notes in syndicate-covering transactions, stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the Notes above independent market levels. The underwriters are not required to engage in any of these activities, and may end any of them at any time.

 

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased Notes sold by or for the account of such underwriter in stabilizing or short covering transactions.

 

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. From time to time in the ordinary course of their respective businesses, certain of the underwriters and their affiliates have engaged in and may in the future engage in commercial banking, derivatives and/or financial advisory, investment banking and other commercial transactions and services with us and our affiliates for which they have received or will receive customary fees and commissions.

 

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Each of the underwriters (or their affiliates) have lending relationships with us, pursuant to which certain of those underwriters (or their affiliates) routinely hedge, and certain other of those underwriters (or their affiliates) may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these underwriters (and their affiliates) would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

 

Selling Restrictions

 

European Economic Area

 

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not

make an offer of Notes which are the subject of the offering contemplated by this prospectus supplement or the accompanying prospectus to the public in that Relevant Member State other than:

 

 

provided that no such offer of Notes shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

 

For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

 

United Kingdom

 

Each underwriter has represented and agreed that:

 

 

Hong Kong

 

The Notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Japan

 

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

 

Singapore

 

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

 

Where the Notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee of such trust is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

LEGAL MATTERS

 

Certain legal matters in connection with the offering of the Notes will be passed upon for Joy Global Inc. by Covington & Burling LLP, New York, New York, and for the underwriters by Davis Polk & Wardwell LLP, New York, New York. Certain legal matters relating to Texas law will be passed upon for us by Jackson Walker L.L.P., Dallas, Texas.

EXPERTS

 

The consolidated financial statements and financial statement schedule of Joy Global Inc. at October 29, 2010 and October 30, 2009, and for each of the three years in the period ended October 29, 2010 and the effectiveness of Joy Global Inc.’s internal control over financial reporting as of October 29, 2010 included in the accompanying prospectus have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, appearing elsewhere therein. Such consolidated financial statements and Joy Global Inc.’s management’s assessment of the effectiveness of internal control over financial reporting as of October 29, 2010 are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The financial statements for the year ended December 31, 2010 of LeTourneau, incorporated in this prospectus by reference from the September 2, 2011 amendment to our Current Report on Form 8-K dated June 22, 2011, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in auditing and accounting.

 

PROSPECTUS

 

Joy Global Inc.

 

Debt Securities
Common Stock
Preferred Stock
Warrants
Stock Purchase Contracts
Stock Purchase Units

 

Guarantees of Debt Securities of Joy Global Inc. by
Joy Technologies Inc.
P&H Mining Equipment Inc.

N.E.S. Investment Co.
Continental Crushing & Conveying Inc.
LeTourneau Technologies, Inc.

 

 

 

 

This prospectus relates to any combination of debt securities, common stock, preferred stock, warrants, stock purchase contracts and stock purchase units that we may offer from time to time. Any debt securities we offer pursuant to this prospectus may be guaranteed by one or more of our subsidiaries. The securities may be offered in one or more series and in an amount or number, at prices and on other terms and conditions to be determined at the time of sale and described in a supplement to this prospectus. Any prospectus supplement may also add to, update or change information contained in this prospectus. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. You should read this prospectus and the accompanying prospectus supplement carefully before you invest.

 

These securities may be offered and sold on an immediate, continuous or delayed basis, in the same offering or separate offerings, to or through underwriters, dealers and agents or directly to purchasers. The specific manner in which any particular securities may be offered and sold will be described in the applicable prospectus supplement. See “Plan of Distribution.”

 

Our common stock is listed on the Nasdaq Global Select Market under the symbol “JOYG.”

 

Investing in our securities involves risks. See “Risk Factors” on page 3 of this prospectus. We may include additional risk factors in an applicable prospectus supplement under the heading “Risk Factors.”

 

 

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

 

 

The date of this prospectus is October 6, 2011.

 

 

 

 

TABLE OF CONTENTS

 

 

This prospectus is a part of a registration statement we filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus, in any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not offering to sell these securities in any jurisdiction where the offer or sale of these securities is not permitted. You should assume that the information contained or incorporated by reference in this prospectus, any prospectus supplement or any other offering material is accurate only as of the date on the front of those documents, regardless of the time of delivery of the documents or any sale of the securities.

 

This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing an automatic shelf registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that particular offering, including the amount or number and other terms and conditions of the securities offered, the price at which the securities are offered, and the plan of distribution for the securities. The prospectus supplement may also add, update or change information contained in this prospectus. Therefore, for a complete understanding of our business, the offering and the offered securities, you should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

 

In this prospectus, unless the context indicates otherwise, the words “Joy Global,” “the company,” “we,” “our,” “ours” and “us” refer to Joy Global Inc. and its consolidated subsidiaries.

 

This prospectus, any accompanying prospectus supplement and the documents incorporated by reference into this prospectus or any prospectus supplement contain forward-looking statements, including estimates, projections, statements relating to our business plans, objectives, pending acquisitions and dispositions, expected operating results and other non-historical information, and the assumptions upon which those statements are based. These statements constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are identified by forward-looking terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “indicate,” “intend,” “may be,” “objective,” “plan,” “potential,” “predict,” “should,” “will be” and similar expressions. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from any forward-looking statement. Important factors that could cause our actual results to differ materially from the results anticipated by the forward-looking statements include:

 

 

 

In addition to the foregoing factors, forward-looking statements appearing in this prospectus and the accompanying prospectus supplement are qualified with respect to the risks discussed in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for our fiscal year ended October 29, 2010, and in other filings that we make from time to time with the SEC. Any or all of these factors could cause our results of operations, financial condition or liquidity for future periods to differ materially from those expressed in or implied by any forward-looking statement. Furthermore, there may be other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date on which such statements are made or to reflect the occurrence of unanticipated events, except as required by law.

 

We are a worldwide leader in high-productivity mining solutions. We manufacture and market original equipment and aftermarket parts and services for both underground and surface mining and certain industrial applications through two business segments: Underground Mining Machinery (Joy Mining Machinery, or “Joy”) and Surface Mining Equipment (P&H Mining Equipment, or “P&H”). Our equipment is used in major mining regions throughout the world to mine coal, copper, iron ore, oil sands and other minerals.

 

Underground Mining Machinery

 

Joy produces high productivity underground mining machinery for the extraction of coal and other bedded materials. It has significant facilities in Australia, South Africa, the United Kingdom, China and the United States as well as sales offices and service facilities in India, Poland and Russia. Joy products include: continuous miners; shuttle cars; flexible conveyor trains; complete longwall mining systems (consisting of powered roof supports, an armored face conveyor and a longwall shearer); continuous haulage systems; battery haulers; roof bolters; crushing equipment; and conveyor systems. Joy also maintains an extensive network of service and replacement parts distribution centers to rebuild and service equipment and to sell replacement parts and consumables in support of its installed base. This network includes five service centers in the United States and 10 outside the United States, all of which are company owned and operated and are strategically located in major underground mining regions.

 

Surface Mining Equipment

 

P&H produces electric mining shovels, rotary blasthole drills, walking draglines and large wheel loaders for open-pit mining operations. P&H has facilities in Australia, Brazil, Canada, Chile, China, South Africa, and the United States, as well as sales offices in India, Mexico, Peru, Russia, the United Kingdom and Venezuela. P&H products are used in mining copper, coal, iron ore, oil sands, silver, gold, diamonds, phosphate, and other minerals and ores. P&H also provides logistics and a full range of life cycle management service support for its customers through a global network of P&H MinePro Services ^® operations strategically located within major mining regions. In some markets, P&H MinePro Services also provides electric motor rebuilds and other selected products and services to the non-mining industrial segment. P&H also sells used electric mining shovels in some markets.

 

We are a Delaware corporation. Our headquarters are located at 100 East Wisconsin Ave, Suite 2780, Milwaukee, Wisconsin 53202, and our telephone number at that address is (414) 319-8500. We maintain a website at www.joyglobal.com , where general information about us is available. The contents of our website are not incorporated by reference into this prospectus.

RISK FACTORS

 

Investing in our securities involves risk. You should carefully consider the specific risks discussed under “Item 1A. Risk Factors” beginning on page 12 of our Annual Report on Form 10-K for the fiscal year ended October 29, 2010, previously filed with the SEC and incorporated by reference into this prospectus, and the sections entitled “Item 1A. Risk Factors” included in any subsequent Annual or Quarterly Report that may be incorporated by reference into this prospectus. Before making a decision to invest in our securities, you should carefully consider these risks as well as the other information contained or incorporated by reference in this prospectus or in any prospectus supplement. The value of our securities could decline due to any of these risks, and you could lose all or part of your investment.

USE OF PROCEEDS

 

Except as may otherwise be described in the applicable prospectus supplement or other offering material, we expect to use the net proceeds from the sale of the securities under this prospectus for general corporate purposes, which may include, among other things, capital expenditures, repaying indebtedness, acquisitions and additions to working capital. Additional information on the use of net proceeds from any sale

of the securities offered by this prospectus may be set forth in the prospectus supplement relating to such offering.

RATIO OF EARNINGS TO FIXED CHARGES

 

Set forth below is our ratio of earnings to fixed charges for the nine months ended July 29, 2011, and for each year in the five-year period ended October 29, 2010.

 

 

For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes, income or loss from discontinued operations and extraordinary gains or losses, plus fixed charges. Fixed charges consist of interest expensed and capitalized, including amortization of debt issuance costs, and the interest component of rental expense.

 

Neither Joy Global nor any of its consolidated subsidiaries had any outstanding shares of preferred stock for the periods shown above. Accordingly, the ratio of combined fixed charges and preference dividends to earnings is identical to the ratio of earnings to fixed charges for the periods shown above.

 

The following is a general description of the debt securities that we may from time to time offer under the registration statement, of which this prospectus forms a part. The particular terms of any debt securities we offer and the extent, if any, to which these general provisions apply will be described in the prospectus supplement relating to the debt securities.

 

As used in this prospectus, debt securities means the debentures, notes, bonds and other evidences of indebtedness that we may issue from time to time. Debt securities may also be issued as convertible debt securities or exchangeable debt securities. The debt securities either will be senior debt securities or subordinated debt securities. Senior debt securities will be issued under an Indenture, dated as of November 10, 2006, between Joy Global Inc. and Wells Fargo Bank, National Association, as trustee, as may be supplemented from time to time (the “Senior Indenture”). Subordinated debt securities will be issued under a subordinated debt indenture (the “subordinated indenture”) that we will enter into at the time of such an offering. This prospectus sometimes refers to the Senior Indenture and the subordinated indenture collectively as the “Indentures.”

 

The Senior Indenture and form of subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a part. The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the Senior Indenture and subordinated indenture and the respective debt securities issuable thereunder are summaries thereof, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of the Senior Indenture, subordinated indenture and the corresponding debt securities, respectively, including the definitions therein of certain terms.

 

General

 

The debt securities will be our direct obligations. Except as otherwise described in a prospectus supplement, any senior debt securities will rank equally and ratably in right of payment with all of our other existing and future senior unsecured and unsubordinated debt. Any subordinated debt securities will be junior in right of payment to all of our present and future senior indebtedness to the extent and in the manner described in the accompanying prospectus supplement.

 

The relevant prospectus supplement for a series of debt securities that we issue will describe the material terms of the debt securities being offered with respect to each series, including:

 

 

 

Unless the relevant prospectus supplement indicates otherwise, the debt securities will not be subject to any covenants or other provisions that specifically are intended to afford holders of the debt securities special protection in the event of a highly leveraged transaction.

 

(Indentures, Section 2.3)

 

Guarantees

 

Any series of debt securities may be guaranteed by one or more of our direct or indirect subsidiaries. Each prospectus supplement will describe any guarantees for the benefit of the series of debt securities to which it relates. Unless otherwise provided in a prospectus supplement, guarantees of senior debt securities will rank equally and ratably in right of payment with all other existing and future unsecured and unsubordinated indebtedness of the respective guarantors. Guarantees of subordinated debt securities will be junior in right of payment to all of the present and future senior indebtedness of the respective guarantors to the extent described in the accompanying prospectus supplement.

Subordination of Subordinated Debt Securities

 

All subordinated debt securities will, to the extent set forth in the subordinated indenture, or in a resolution of the Board of Directors establishing certain terms of such subordinated debt securities or in a supplemental indenture applicable to such subordinated debt securities, be subordinated in right of payment to the prior payment of all indebtedness that is deemed to be senior to such subordinated debt securities. The prospectus supplement applicable to any subordinated debt securities will describe the applicable subordination provisions and the indebtedness that is deemed to be senior to such subordinated debt securities.

 

Conversion or Exchange

 

If any debt securities being offered are convertible into or exchangeable for common stock or other securities of the company, the relevant prospectus supplement will set forth the terms of conversion or exchange. Those terms will include whether conversion or exchange is mandatory, at the option of the holder or at our option, and the number of shares of common stock or other securities, or the method of determining the number of shares of common stock or other securities, to be received by the holder upon conversion or exchange. These provisions may allow or require the number of shares of our common stock or other securities to be received by the holders of such series of debt securities to be adjusted.

 

Consolidation, Merger, Sale or Conveyance

 

Unless the relevant prospectus supplement indicates otherwise, the Indentures generally do not restrict our ability to consolidate or merge with another company or firm or to sell or lease substantially all of our assets to another company or firm. However, upon any such consolidation, merger, sale, conveyance or lease, other than a merger in which we are the continuing corporation, the continuing corporation must execute a supplemental indenture under which it agrees to expressly assume the obligations regarding (i) the due and punctual payment of the principal of and interest on all of the debt securities and (ii) the due and punctual performance and observance of all of the covenants and conditions of the Indentures to be performed by the company. (Indentures, Section 9.1)

 

Events of Default

 

Unless stated otherwise in a prospectus supplement, an “Event of Default” with respect to any series of debt securities includes:

 

 

(Indentures, Section 5.1)

Remedies

 

If an Event of Default with respect to any series of debt securities has occurred and is continuing, unless the relevant prospectus supplement indicates otherwise, the trustee or the holders of not less than 25% in aggregate principal amount of the applicable series of debt securities then outstanding may declare the principal of all the debt securities of such series to be due and payable immediately. Upon any such declaration, the principal amount of such series shall become immediately due and payable. If such a declaration occurs, the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series can, subject to conditions specified in the applicable Indenture, waive all defaults and rescind the declaration and its consequences. (Indentures, Section 5.1)

 

The Indentures provide that the holders of a majority in aggregate principal amount of the outstanding debt securities of any affected series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred upon the trustee with respect to the debt securities of such series. (Indentures, Section 5.9) The right of a holder to institute a proceeding with respect to the applicable Indenture is subject to certain conditions precedent, including written notice to the trustee, the demand by holders of at least 25% in aggregate principal amount of the securities of the affected series of debt securities that the trustee institute action in its own name, and such holders’ provision of reasonable indemnity to the trustee, if required by the trustee. However, each holder has the right to institute suit for the enforcement of any payment of principal and interest on the debt securities on or after the respective due dates stated in such security, and such right shall not be impaired or affected without the consent of such holder. (Indentures, Sections 5.6, 5.7)

 

We will furnish to the trustee annual statements as to the fulfillment of our obligations under the applicable Indenture. (Indentures, Section 3.5)

 

Satisfaction and Discharge of Obligations; Defeasance

 

The Indentures permit us to discharge our obligations with respect to a series of debt securities and the applicable Indenture by paying or causing to be paid the outstanding principal of and interest on all of the debt securities of such series or by delivering all of the debt securities of such series to the trustee for cancellation. We may also effect a discharge under the Indentures if the debt securities are due and payable, or will become due and payable or callable for redemption within one year, and we have irrevocably deposited or caused to be deposited with the trustee as trust funds the entire amount in the currency or currency unit required or Government Obligations (which is defined in each Indenture and principally consist of obligations of, or guaranteed by, the United States) that will mature at such time and in such amounts as to be sufficient to pay at maturity or upon redemption the outstanding principal and interest of all debt securities. (Indentures, Section 10.1(a)) In addition to the conditions specified in the preceding sentence, to effect a discharge under the Senior Indenture, we must have:

 

 

(Senior Indenture, Section 10.1(a))

 

We may defease our obligations with respect to a series of debt securities and the applicable Indenture (except such provisions that survive in accordance with the terms of such Indenture) by irrevocably depositing, or causing to be deposited, funds with the trustee in trust solely for the benefit of the holders of debt securities cash in the currency or currency unit required or Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient in the opinion of a nationally recognized investment bank,

appraisal firm or firm of independent public accountants, expressed in a written certification thereof delivered to the trustee, without consideration of any reinvestment of such principal or interest, to pay the principal of and interest on the outstanding debt securities of the affected series. Funds deposited with the trustee to defease our obligations under any series of debt securities must be accompanied by an irrevocable trust agreement that includes provision for (i) payment of principal and interest when due on the affected series of debt securities, (ii) the payment of expenses of the trustee, (iii) rights of registration, transfer, substitution and exchange of debt securities of such series and (iv) continuation of the rights, obligations and immunities of the trustee. (Indentures, Section 10.1(b))

 

To effect such defeasance, we must also deliver to the trustee (i) an officers’ certificate and an opinion of counsel stating that the conditions to such a defeasance have been satisfied and (ii) an opinion of counsel to the effect that (a) as a result of the deposit of funds with the trustee, there is no obligation for the company, the trustee or the trust to register as an investment company under the Investment Company Act of 1940 or that such registration has been effected and (b) the holders of the affected debt securities will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and that holders will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case had such defeasance not occurred. (Indentures, Section 10.1(b))

 

Modification and Waiver

 

We may modify or amend the Indentures by executing a supplemental indenture without the consent of the holders of any of our outstanding debt securities for various enumerated purposes, including to:

 

 

(Indentures, Section 8.1)

 

We also may modify or amend the Indentures with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of each series affected by the modification or amendment. However, no such modification or amendment may, without the consent of the holder of each

affected debt security (i) extend the final maturity of any debt security or reduce the principal, premium or interest thereon, or extend the time for payment, reduce the amount payable for redemption or upon the acceleration of the maturity, (ii) impair or affect the right of any holder to institute suit for payment or, (iii) if so provided in the debt securities, impair or affect any right of repayment at the option of the holder or (iv) reduce the stated percentage of holders of debt securities necessary to modify or amend the Indentures. (Indentures, Section 8.2)

 

The holders of a majority in aggregate principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of such series, waive any past default under the applicable Indenture or its consequences, except a default in the payment of the principal of or interest on any of the debt securities of such series and certain covenants and provisions of the Indenture that cannot be modified or be amended without the consent of the holder of each outstanding debt security of the series affected as described above. In the case of any such waiver, we, the trustee, and the holders of any such series of debt securities shall be restored to their former positions and rights under the applicable Indenture. (Indentures, Sections 5.01, 5.10)

 

Payment and Paying Agents

 

Unless the relevant prospectus supplement indicates otherwise, payment of interest on a debt security on any interest payment date will be made to the person in whose name such debt security is registered at the close of business on the regular record date for such interest payment. If there has been a default in the payment of interest on any debt security, the defaulted interest may be paid to the holder of such debt security as of the close of business on a special record date that is (i) no less than 10 nor more than 15 days before the date established by the trustee for proposed payment of such defaulted interest and (ii) no less than 10 days after the date notice of the proposed payment is delivered to the trustee, or in any other manner permitted by any securities exchange on which that debt security may be listed, if the trustee finds it practicable. (Indentures, Section 2.7)

 

Unless the relevant prospectus supplement indicates otherwise, principal of and interest, if any, on, the debt securities will be payable at the office of the paying agent designated by us. Unless otherwise indicated in the relevant prospectus supplement, the corporate trust office of the trustee will be designated as our sole paying agent for payments with respect to debt securities of each series. Any other paying agents initially designated by us for the debt securities of a particular series will be named in the relevant prospectus supplement. (Indentures, Section 3.2)

 

All monies paid by us to a paying agent for the payment of the principal of and interest, if any, on, any debt security which remain unclaimed for two years after such principal, premium or interest has become due and payable will, subject to compliance with applicable abandoned property law, be repaid to us, and the holder of such debt security thereafter may look only to us for payment. (Indentures, Section 10.4)

 

Form, Exchange and Transfer

 

The debt securities of each series may be issued as registered securities, bearer securities (with or without coupons attached) or both. Unless otherwise specified in the applicable prospectus supplement, registered securities will be issued in denominations of $1,000 and any integral multiple thereof. Subject to the terms of the applicable Indenture and the limitations applicable to global securities described in the applicable prospectus supplement, registered securities will be exchangeable for other registered securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount. (Indentures, Sections 2.7, 2.8)

 

Subject to the terms of the applicable Indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, debt securities issued as registered securities may be presented for exchange or for registration of transfer (duly endorsed or with the form of transfer duly executed) at the office of the security registrar or at the office of any transfer agent designated by us for that purpose. Unless otherwise provided in the debt securities to be transferred or exchanged, no service charge will be made for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. Any transfer agent initially designated by us for any debt securities will be named in the applicable

prospectus supplement. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. (Indentures, Sections 2.8, 3.2)

 

Debt securities of a series may be issuable in whole or in part in the form of one or more global debt securities, as described below under “Global Securities.”

 

If the debt securities of any series are to be redeemed, we will not be required to:

 

 

(Indentures, Section 2.8)

 

Global Securities

 

The debt securities of each series may be represented by one or more global securities that will have an aggregate principal amount equal to that of the debt securities they represent. A debt security in global form will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement. Global securities will be issued in registered form and may be in either temporary or permanent form. A global security may not be exchanged or transferred, except as a whole, among the depositary for that debt security and/or its nominees and/or successors. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement. (Senior Indenture, Section 2.8 and Indentures, Section 2.15)

 

Resignation of the Trustee; Removal

 

The trustee may resign at any time by giving written notice to us, or the holders of a majority in principal amount of any series of debt securities may remove the trustee at any time by giving written notice to us and the trustee. No resignation or removal of a trustee and no appointment of a successor trustee will be effective until the acceptance of appointment by a successor trustee. We may remove the trustee if:

 

 

(Indentures, Section 6.10)

 

Notices

 

Notices to holders of debt securities will be given by mail to the addresses of such holders as they may appear in the security register for debt securities. (Senior Indenture, Section 11.6; Subordinated Indenture, Section 11.4)

 

Title

 

We, the trustee and any agent of us or the trustee may treat the person in whose name debt securities are registered as the absolute owner thereof, whether or not the debt securities may be overdue, for the purpose of making payments and for all other purposes irrespective of notice to the contrary. (Indentures, Section 7.3)

 

Governing Law

 

The Indentures, the debt securities and any subsidiary guarantee of the debt securities will be governed by, and construed in accordance with, the laws of the State of New York. (Senior Indenture, Section 11.10; subordinated indenture, Section 11.8)

DESCRIPTION OF COMMON STOCK

 

The following description of our common stock sets forth certain general terms of our common stock to which any prospectus supplement will relate. This section also summarizes certain relevant provisions of the Delaware General Corporation Law, which we refer to as the DGCL. The terms of our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and our Amended and Restated Bylaws (“Bylaws”) as well as the terms of the DGCL, are more detailed than the general information provided below. Therefore, you should carefully consider the actual provisions of these documents.

 

Authorized and Outstanding Shares

 

Our authorized capital stock consists of (i) 150,000,000 shares of common stock, par value $1.00 per share, and (ii) 5,000,000 shares of preferred stock, par value $1.00 per share. As of August 29, 2011, 105,096,841 shares of our common stock were outstanding and no shares of preferred stock were outstanding.

 

Dividend Rights

 

Subject to the prior rights of the holders of any preferred stock, the holders of common stock shall be entitled to dividends if, when and as the same shall be declared by our Board of Directors and as may be permitted by applicable law.

 

Voting Rights and Cumulative Voting

 

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights.

 

Preemptive Rights

 

Holders of common stock have no preemptive rights to purchase additional shares of common stock or any other securities of Joy Global.

 

Liquidation Rights

 

Upon liquidation, dissolution or winding up of Joy Global, the holders of common stock are entitled to receive pro rata assets of Joy Global that are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.

 

Certain Anti-Takeover Matters

 

Delaware Business Combination Statute

 

Under Section 203 of the DGCL, a corporation is prohibited from engaging in any business combination with a stockholder who, together with its affiliates or associates, owns (or who is an affiliate or associate of the corporation and within a three-year period did own) 15% or more of the corporation’s outstanding voting stock (which we refer to as an “interested stockholder”) for a three-year period following the time the stockholder became an interested stockholder, unless:

 

 

A business combination generally includes:

 

 

The provisions of Section 203 of the DGCL do not apply to a corporation if, subject to certain requirements, the certificate of incorporation or bylaws of the corporation contain a provision expressly electing not to be governed by the provisions of the statute or the corporation does not have voting stock listed on a national securities exchange or held of record by more than 2,000 stockholders.

 

Because our Certificate of Incorporation and Bylaws do not include any provision to “opt-out” of Section 203 of the DGCL, the statute will apply to business combinations involving us.

 

Provisions of our Certificate of Incorporation and Bylaws

 

Our Certificate of Incorporation permits our stockholders to approve amendments to our Certificate of Incorporation and Bylaws upon the affirmative vote of two-thirds of the combined voting power of shares then outstanding. These provisions could enable the holders of a minority of our outstanding shares to exercise veto powers over stockholder-proposed amendments to our organizational documents.

 

Our Bylaws provide (i) for stockholder action only at a stockholders’ meeting and prohibit stockholder action by written consent; (ii) that stockholders wishing to nominate a director at an annual meeting or at a special meeting must comply with strict advance written notice provisions; (iii) that special meetings of stockholders can only be called by our Chief Executive Officer, pursuant to a resolution by two-thirds of the Board of Directors or by written request to the Chairman of our Board of Directors by stockholders representing at least two-thirds of the outstanding common stock entitled to vote.

 

We believe that the provisions described in the preceding paragraphs, taken together, may reduce the possibility that a third party could effect a change in the composition of our Board of Directors without the

support of the incumbent board. The provisions may have significant effects on the ability of our stockholders to change the composition of the incumbent board, to benefit from transactions that are opposed by the incumbent board, to assume control of us or effect a fundamental corporate transaction such as a merger. Nevertheless, although we have not experienced any problems in the past with the continuity or stability of the Board of Directors, management believes that the provisions help assure the continuity and stability of our policies in the future, since the majority of the directors at any time will have prior experience as directors.

 

Stockholder Rights Plan

 

Our Board of Directors has adopted a preferred stock purchase rights plan. Under the plan, each share of common stock currently includes one right to purchase preferred stock. We have summarized selected provisions of the rights below. This summary is not complete. We have previously filed the rights agreement, as amended, with the SEC, and you should read it for provisions that may be important to you.

 

Currently, the rights are not exercisable and are attached to all outstanding shares of common stock. The rights will separate from the common stock and become exercisable:

 

 

Our Board of Directors can elect to delay the separation of the rights from the common stock beyond the ten business days after the start of a tender or exchange offer referred to in the second bullet point. A 15% beneficial owner is referred to as an “acquiring person” under the plan. Until the rights are separately distributed, the rights will be evidenced by the common stock certificates and will be transferred with and only with the common stock certificates.

 

After the rights are separately distributed, each right will entitle the holder to purchase from the company one one-hundredth of a share of our Series A Junior Participating Preferred Stock for a purchase price of approximately $100. The rights will expire at the close of business on August 5, 2012, unless we redeem or exchange them earlier as described below.

 

If a person becomes an acquiring person, the rights will become rights to purchase shares of common stock for one-half the current market price (as defined in the rights agreement) of the common stock. This occurrence is referred to as a “flip-in event” under the plan. After any flip-in event, all rights that are beneficially owned by an acquiring person, or by certain related parties, will be null and void. Our Board of Directors has the power to decide that a particular tender or exchange offer for all outstanding shares of our common stock is fair to and otherwise in the best interests of our stockholders. If our Board makes this determination, the purchase of shares under the offer will not be a flip-in event.

 

If, after there is an acquiring person, we are acquired in a merger or other business combination transaction or 50% or more of our assets or earning power are sold or transferred, each holder of a right will have the right to purchase shares of common stock of the acquiring company at a price of one-half the current market price of that stock. An acquiring person will not be entitled to exercise its rights, which will have become void.

 

Until a person has become an acquiring person, our Board of Directors may decide to redeem the rights at a price of one cent per right. At any time after a flip-in event and prior to a person becoming the beneficial owner of 50% or more of the shares of common stock, our Board may decide to exchange the rights for shares of common stock on a one-for-one basis. Rights owned by an acquiring person, which will have become void, will not be exchanged.

 

Other than certain provisions relating to the principal economic terms of the rights, the rights agreement may be amended by our Board of Directors as long as the rights are redeemable. Thereafter, the provisions of the rights agreement may be amended by our Board of Directors in order to cure any ambiguity,

defect or inconsistency, to make changes that do not materially adversely affect the interests of holders of rights (excluding the interests of any acquiring person), or to shorten or lengthen any time period under the rights agreement. No amendment to lengthen the time period for redemption may be made if the rights are not redeemable at that time.

 

The rights have certain anti-takeover effects. The rights will cause substantial dilution to any person or group that attempts to acquire us without the approval of our board of directors. As a result, the overall effect of the rights may be to render more difficult or discourage any attempt to acquire us even if the acquisition may be favorable to the interests of our stockholders. Because our Board of Directors can redeem the rights or approve a tender or exchange offer, the rights should not interfere with a merger or other business combination approved by our Board of Directors.

DESCRIPTION OF PREFERRED STOCK

 

We may issue, separately or together with or upon conversion of or exchange for other securities, preferred stock, par value $1.00 per share, as set forth in the applicable prospectus supplement. The following summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to our Certificate of Incorporation and Bylaws.

 

General

 

Our Certificate of Incorporation authorizes our Board of Directors, from time to time without further shareholder action, to provide for the issuance of up to 5,000,000 shares of preferred stock, in one or more series, and to fix the relative rights and preferences of the shares, including voting powers (provided that no series shall be designated as non-voting), dividend rights, liquidation preferences, redemption rights, conversion privileges and any other designations, preferences, rights, qualifications and restrictions applicable to the preferred stock. As of the date of this prospectus, 1,000,000 shares of preferred stock have been designated as Series A Junior Participating Preferred Stock pursuant to our Rights Agreement, dated July 16, 2002. On the date of this prospectus, no shares of preferred stock were outstanding and the Board of Directors has made no provision for the issuance of any series of preferred stock.

 

The applicable prospectus supplement will describe the specific terms of any preferred stock offered thereby, including:

 

 

 

Rank

 

Unless otherwise specified in the applicable prospectus supplement, the preferred stock will, with respect to distribution rights and rights upon liquidation, dissolution or winding up of the company, rank (i) senior to our common stock and to any series of preferred stock which specifically provides that it will rank junior to the preferred stock being offered, (ii) junior to any series of preferred stock which specifically provides that it will rank senior to the preferred stock being offered and (iii) on parity with any other series of preferred stock.

 

Dividend Rights

 

Holders of preferred stock will have the dividend rights set forth in the applicable prospectus supplement. Dividends on any series of preferred stock, if cumulative, will be cumulative from and after the date set forth in the applicable prospectus supplement. Any restriction on the repurchase or redemption of shares of preferred stock while dividends on such shares are in arrears shall be set forth in the applicable prospectus supplement.

 

Transfer Agent and Registrar

 

We will appoint a transfer agent and registrar for the preferred stock will be set forth in the applicable prospectus supplement.

 

Certain Anti-Takeover Matters

 

Refer to “Description of Common Stock—Certain Anti-Takeover Matters” for a discussion our preferred stock purchase rights plan, including our Series A Junior Participating Preferred Stock, and other provisions of Delaware law and our Certificate of Incorporation and Bylaws that may have the effect of delaying, deferring or preventing a change of control.

DESCRIPTION OF WARRANTS

 

We may issue warrants to purchase debt securities or shares of our common or preferred stock. Warrants may be issued independently or together with our debt securities or common or preferred stock and may be attached to or separate from any underlying securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants. As of the date of this prospectus, we have no warrants outstanding.

 

The applicable prospectus supplement will describe the specific terms of any warrants offered thereby, including:

 

 

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

 

We may issue stock purchase contracts, including contracts obligating holders to purchase from or sell to us, and obligating us to sell to or purchase from the holders, a specified number of shares of common stock or preferred stock at a future date or dates, which we refer to in this prospectus as stock purchase contracts. The price per share of the securities and the number or amount of securities may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts, and may be subject to adjustment under anti-dilution formulas. The stock purchase contracts may be issued separately or as part of units, which we refer to as stock purchase units, consisting of a stock purchase contract and debt securities or debt obligations of third parties, including United States treasury securities, in each case securing the holders’ obligations to purchase the common stock or preferred stock under the stock purchase contracts. The stock purchase contracts may require holders to secure their obligations under the stock purchase contracts in a manner specified in the applicable prospectus supplement. The stock purchase contracts may also require us to make periodic payments to the holders of the stock purchase units, or vice versa, and those payments may be unsecured or pre-funded on some basis.

 

The applicable prospectus supplement will describe the terms of any stock purchase contracts or stock purchase units offered thereby and will contain a discussion of any material federal income tax considerations applicable to the stock purchase contracts and stock purchase units. The description of the stock purchase contracts or stock purchase units contained in this prospectus is not complete and the description in any applicable prospectus supplement will not necessarily be complete, and reference will be made to the stock purchase contracts and, if applicable, collateral or depositary arrangements relating to the stock purchase contracts or stock purchase units, which will be filed with the SEC each time we issue stock purchase contracts or stock purchase units.

PLAN OF DISTRIBUTION

 

We may sell the securities offered by this prospectus:

 

 

We will describe in the accompanying prospectus supplement the specific plan of distribution, including, if required, (i) the identity of any underwriters, dealers or agents and the amount of securities underwritten or purchased by them and their compensation, (ii) the initial offering price of the securities and

the proceeds that we will receive from the sale and (iii) any securities exchange on which the securities will be listed.

 

We (directly or through agents) may sell, and the underwriters may resell, the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

 

In connection with the sale of our securities, the underwriters or agents may receive compensation from us or from purchasers of the securities for whom they may act as agents. The underwriters may sell securities to or through dealers, who may also receive compensation from purchasers of the securities for whom they may act as agents. Compensation may be in the form of discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act, and any discounts or commissions received by them from us and any profit on the resale of the securities by them may be treated as underwriting discounts and commissions under the Securities Act.

 

We may indemnify the underwriters and agents against certain civil liabilities, including liabilities under the Securities Act, or contribute to payments they may be required to make in respect of such liabilities.

 

Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our affiliates in the ordinary course of their businesses.

 

If so indicated in the prospectus supplement relating to a particular offering of securities, we will authorize underwriters, dealers or agents to solicit offers by certain institutions to purchase the securities from us under delayed delivery contracts providing for payment and delivery at a future date. These contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of these contracts.

 

Unless otherwise specified in the applicable prospectus supplement, certain legal matters in connection with the securities will be passed upon by Sean D. Major, our Executive Vice President, General Counsel and Secretary. Any underwriter or agent will be advised about legal matters relating to any offering by its own legal counsel.

 

The consolidated financial statements and financial statement schedule of Joy Global Inc. at October 29, 2010 and October 30, 2009, and for each of the three years in the period ended October 29, 2010 and the effectiveness of Joy Global Inc.’s internal control over financial reporting as of October 29, 2010 included in this registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, appearing elsewhere herein. Such consolidated financial statements and Joy Global Inc.’s management’s assessment of the effectiveness of internal control over financial reporting as of October 29, 2010 are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

 

The financial statements for the year ended December 31, 2010 of LeTourneau Technologies, Inc. (“LeTourneau”), incorporated in this prospectus by reference from the September 2, 2011 amendment to our Current Report on Form 8-K dated June 22, 2011, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in auditing and accounting.

 

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the Internet at the SEC’s web site at http://www.sec.gov . The information contained on the SEC’s web site is expressly not incorporated by reference into this prospectus, except as expressly set forth in “Incorporation of Certain Documents By Reference” below. You may also read and copy any document we file at the SEC’s public reference room at 100 F Street N.E., Washington, D.C. 20549. You can obtain further information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

 

Our common stock is listed on the Nasdaq Global Select Market under the symbol “JOYG.” Our Internet address is http://www.joyglobal.com . The contents of our web site are not part of, and shall not be deemed incorporated by reference in, this prospectus and our Internet address is included in this document as an inactive textual reference only.

 

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below that we have filed with the SEC:

 

 

We also incorporate by reference any future filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of any such documents that are furnished, rather than filed, by us in accordance with SEC rules) prior to the completion of the sales of the securities offered hereby.

 

If you make a written or oral request for copies of any of the documents incorporated by reference, we will send you the copies you requested at no charge. However, we will not send exhibits to such documents unless such exhibits are specifically incorporated by reference in such documents. You should direct requests for such copies to: Joy Global Inc., 100 East Wisconsin Ave, Suite 2780, Milwaukee, Wisconsin 53202, attention: Corporate Secretary. Our telephone number is (414) 319-8500.

JOY GLOBAL INC.

 

INDEX TO FINANCIAL STATEMENTS

 

Consolidated Financial Statements
As of October 29, 2010 and October 30, 2009 and
for the Years Ended October 29, 2010, October 30, 2009 and October 31, 2008

 

 

All other schedules are omitted because they are either not applicable or the required information is shown in the financial statements or notes thereto.

Consolidated Financial Statements
as of October 29, 2010 and October 30, 2009 and
for the Years Ended October 29, 2010, October 30, 2009 and October 31, 2008

 

Introductory Note

 

These financial statements are being filed to retrospectively adjust portions of the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended October 29, 2010, which was filed with the SEC on December 20, 2010 (the “2010 Form 10-K”). In the third quarter of fiscal 2011, we adjusted total shareholders’ equity and deferred income taxes by $13.0 million to correct an error in a deferred tax asset valuation allowance that was originally recorded in 2006.

 

The following items of our audited consolidated financial statements contained in the 2010 Form 10-K are subject to adjustment as presented herein to reflect the adjustment to our deferred tax asset valuation allowance:

 

 

No information in the financial statements included in the 2010 Form 10-K other than that identified above is revised in this filing. Information in the 2010 Form 10-K is stated as of October 29, 2010 with consideration of subsequent events through the date of this filing and the financial statements included herein do not reflect any subsequent information or events other than as described above. More current information is contained in the company’s Quarterly Report on Form 10-Q for the quarterly period ended July 29, 2011 and other filings we have made with the SEC. The adjustments to the financial statements contained herein should be read in conjunction with the 2010 Form 10-K. The financial statements should also be read in conjunction with our Quarterly Report on Form 10-Q for the period ended July 29, 2011 and other filings we have made at the SEC, which contain important information regarding events, developments and updates that have occurred since the filing of the 2010 Form 10-K.

Joy Global Inc.
Form 10-K Item 8 and Items 15(a)(1) and 15(a)(2)
Index to Consolidated Financial Statements
And Financial Statement Schedule

 

The following Consolidated Financial Statements of Joy Global Inc. and the related Reports of Independent Registered Public Accounting Firm update Item 8— Financial Statements and Supplementary Data and Item 15— Exhibits and Financial Statement Schedules :

 

 

The following Consolidated Financial Statement schedule of Joy Global Inc. is included in Item 15(a)(2):

 

 

All other schedules are omitted because they are either not applicable or the required information is shown in the financial statements or notes thereto.

 

The Board of Directors and Shareholders

Joy Global Inc.

 

We have audited the accompanying consolidated balance sheets of Joy Global Inc. as of October 29, 2010 and October 30, 2009, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended October 29, 2010. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Joy Global Inc. at October 29, 2010 and October 30, 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended October 29, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Joy Global Inc.’s internal control over financial reporting as of October 29, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 20, 2010 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young LLP

 

Milwaukee, Wisconsin

December 20, 2010

Except for Note 1, as to which the date is

October 5, 2011

Report of Independent Registered Public Accounting Firm on Internal
Control Over Financial Reporting

 

The Board of Directors and Shareholders

Joy Global Inc.

 

We have audited Joy Global Inc.’s internal control over financial reporting as of October 29, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Joy Global Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, Joy Global Inc. maintained, in all material respects, effective internal control over financial reporting as of October 29, 2010, based on the COSO criteria.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2010 consolidated financial statements of Joy Global Inc. and our report dated December 20, 2010 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young LLP

 

Milwaukee, Wisconsin

December 20, 2010

Joy Global Inc.
Consolidated Statement of Income
(In thousands, except share data)

 

 

See Notes to Consolidated Financial Statements

Joy Global Inc.
Consolidated Balance Sheet
(In thousands, except share data)

 

 

See Notes to Consolidated Financial Statements

Joy Global Inc.
Consolidated Balance Sheet
(In thousands, except share data)

 

 

See Notes to Consolidated Financial Statements

Joy Global Inc.
Consolidated Statement of Cash Flows
(In thousands)