CNH Industrial N.V. filed a current report on Form 8-K on November 9, 2026, disclosing that it entered into a Transaction Agreement to sell a 70% interest in its Construction Equipment business to Kobelco Construction Machinery Co., Ltd. and an affiliated U.S. entity, with aggregate cash consideration of $700 million.

Key Highlights

  • Buyer and guarantee: Kobelco Construction Machinery Co., Ltd. and Kobelco Construction Machinery Investment U.S.A. LLC are the purchasers, with Kobe Steel, Ltd. acting as guarantor of the purchasers' obligations.
  • Consideration: Aggregate cash consideration is $700 million, equal to 70% of an agreed enterprise value of $1 billion for the two newly formed entities, subject to adjustment for cash, indebtedness, net working capital, and certain transaction expenses.
  • Retained interest: CNH Industrial will retain a 30% interest in CE JV, and subsidiary CNH Industrial America LLC will retain a 30% interest in CE U.S. JV.
  • Structure: Prior to closing, the Construction Equipment business will be reorganized into two new entities - Case Construction UK Limited (a UK company) and Case Construction U.S. LLC (a Delaware company).
  • India Subsidiary: Immediately following closing, CNH Industrial's Indian construction equipment subsidiary will be sold to CE JV under separate share purchase agreements.
  • Expected closing: The transaction is expected to close by the end of 2027, subject to satisfaction or waiver of closing conditions, with a termination date of March 30, 2028, subject to automatic extension.

CNH Industrial's Construction Equipment Joint Venture Transaction with Kobelco

According to the filing, CNH Industrial N.V. (NYSE:CNH) and its wholly owned subsidiary CNH Industrial America LLC entered into a Transaction Agreement on November 9, 2026, with Kobelco Construction Machinery Co., Ltd., Kobelco Construction Machinery Investment U.S.A. LLC, and Kobe Steel, Ltd. Under the agreement, the purchasers will collectively acquire a 70% interest in two newly formed entities that will hold CNH Industrial's Construction Equipment business. The $700 million cash consideration reflects 70% of an agreed enterprise value of $1 billion, adjusted for cash, indebtedness, and net working capital as of a specified time prior to closing, less certain transaction expenses, and is subject to a customary post-closing adjustment.

The filing describes a pre-closing reorganization in which assets, liabilities, and entities primarily related to the United States will transfer to Case Construction U.S. LLC, while the remaining assets and entities will transfer to Case Construction UK Limited. The company disclosed that representations and warranties of the parties will not survive the closing, and that the parties have agreed to use reasonable best efforts to obtain required regulatory approvals. Closing conditions include expiration of the Hart-Scott-Rodino waiting period, receipt of other specified merger control and foreign investment approvals, completion of the pre-closing reorganization in all material respects, delivery of certain audited combined financial statements, and the absence of a material adverse effect on the Business.

The Transaction Agreement contains termination rights for either party if closing does not occur by March 30, 2028, with automatic extension by two successive 90-day periods if only regulatory conditions remain unsatisfied. The filing also states that at closing, CNH Industrial or its affiliates and the Companies will enter into ancillary agreements, including a transition services agreement, to support the separation and continued operation of the Construction Equipment business. The company separately issued a press release on November 9, 2026, furnished as Exhibit 99.1 under Item 7.01.

What Was Disclosed

CNH Industrial disclosed entry into a Transaction Agreement to sell a 70% stake in its Construction Equipment business to Kobelco and affiliated entities for $700 million in cash, retaining a 30% interest, with closing expected by end of 2027.