LISLE, Ill., June 21, 2021 /PRNewswire/ -- Navistar
International Corporation ("Navistar") (NYSE: NAV), a leading U.S.
truck maker, today announced that it delivered a Notice of
Conditional Full Redemption (the "Conditional Notice") to the
holders of its outstanding 6.625% Senior Notes due 2025 (the
"Senior Notes"). The Conditional Notice called for redemption of
all the currently outstanding $1,100,000,000 aggregate principal amount of the
Senior Notes (the "Redemption") on July 1,
2021 (the "Redemption Date"), subject to the satisfaction or
waiver on or prior to the Redemption Date of the Merger Condition
(as defined below). The redemption price of the Senior Notes is
103.313% of the principal amount redeemed, which amount is equal to
$1033.13 per $1,000 principal amount of the Senior Notes, plus
accrued and unpaid interest up to, but not including, the
Redemption Date.
The Redemption is subject to and expressly conditioned upon the
consummation of the merger of Dusk Inc. (the "Merger Subsidiary"),
a wholly owned indirect subsidiary of TRATON SE, with and into
Navistar (the "Merger"), with Navistar continuing as the surviving
corporation and an indirect subsidiary of TRATON SE following the
consummation of the Merger pursuant to an Agreement and Plan of
Merger, dated as of November 7, 2020,
by and among Navistar, TRATON SE and the Merger Subsidiary ("Merger
Agreement") (such consummation, the "Merger Condition"). The
Redemption Date remains subject to the Merger Condition and may be
delayed until such time as the Merger Condition is satisfied or
waived.
Navistar will provide notice to the trustee under the indenture
for the Senior Notes at least one Business Day prior to the
Redemption Date in the event the Redemption Date is extended past
July 1, 2021. Alternatively, in
Navistar's discretion, the Redemption may not occur, and the
Conditional Notice may be rescinded, in the event that the Merger
Condition is not satisfied or waived on or prior to the Redemption
Date or by the Redemption Date, as it may be delayed.
The consummation of the Merger remains subject to regulatory
approvals and the satisfaction of customary closing conditions set
forth in the Merger Agreement. As a result, there can be no
assurance that the Redemption will occur on the Redemption Date or
at all.
About Navistar
Navistar International Corporation
(NYSE: NAV) is a holding company whose subsidiaries and affiliates
produce International® brand commercial trucks, proprietary diesel
engines, and IC Bus® brand school and commercial buses. An
affiliate also provides truck and diesel engine service parts.
Another affiliate offers financing services. Additional information
is available at www.Navistar.com.
Forward-Looking Statements
Certain statements in
this press release, that are not purely historical, may constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and the Private Securities Litigation Reform Act of 1995,
each as amended. Forward-looking statements provide current
expectations of future events and include any statement that does
not directly relate to any historical or current fact. Words such
as "anticipates," "believes," "expects," "intends," "plans,"
"projects," or other similar expressions may identify such
forward-looking statements.
Actual results may differ materially from those discussed in
forward-looking statements as a result of factors, risks and
uncertainties over which Navistar has no control. These factors,
risks and uncertainties include, but are not limited to, the
following: (i) conditions to the completion of the proposed Merger
may not be satisfied or the regulatory approvals required for the
proposed Merger may not be obtained on the terms expected or on the
anticipated schedule; (ii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Merger Agreement; (iii) the effect of the announcement or pendency
of the proposed Merger on Navistar's business relationships,
operating results, and business generally; (iv) risks that the
proposed Merger disrupts Navistar's current plans and operations
and potential difficulties in Navistar's employee retention as a
result of the proposed Merger; (v) risks related to diverting
management's attention from our ongoing business operations; (vi)
potential and existing litigation that may be instituted, or has
been instituted, against Navistar or its directors or officers
related to the proposed Merger or the Merger Agreement; (vii) the
amount of the costs, fees, expenses and other charges related to
the proposed Merger; and (viii) such other factors as are set forth
in Navistar's periodic public filings with the Securities and
Exchange Commission ("SEC"), including but not limited to those
described under the headings "Risk Factors" and "Forward Looking
Statements" in its Form 10-K for the fiscal year ended October
31, 2020, which was filed with the SEC on December 17, 2020,
the definitive proxy statement on Schedule 14A, which was filed
with the SEC on January 29, 2021, the quarterly report on Form
10-Q for the fiscal quarter ended April 30,
2021, which was filed with the SEC on June 8, 2021 and in its other filings made with
the SEC from time to time, which are available via the SEC's
website at www.sec.gov.
Forward-looking statements reflect the views and assumptions
of management as of the date of communication with respect to
future events. Navistar does not undertake, and hereby disclaims,
any obligation, unless required to do so by applicable securities
laws, to update any forward-looking statements as a result of new
information, future events or other factors. The inclusion of any
statement in this communication does not constitute an admission by
Navistar or any other person that the events or circumstances
described in such statement are material.
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SOURCE Navistar International Corporation
