LISLE, Ill., June 21, 2021 /PRNewswire/ -- Navistar
International Corporation ("Navistar") (NYSE: NAV), a leading U.S.
truck maker, today announced that it has delivered a notice of
extension of the redemption date for its previously announced
election to redeem in full (the "Redemption"), subject to the
satisfaction of the condition set forth therein, its outstanding
$600,000,000 9.500% Senior Secured
Notes due 2025 (the "Senior Secured Notes"), upon the terms of, and
subject to the condition set forth in, the Notice of Conditional
Full Redemption sent to the holders of the Senior Secured Notes on
April 26, 2021 (the "Redemption
Notice") in accordance with terms of the indenture related to the
Senior Secured Notes.
The Redemption Date as set forth in the Redemption Notice was
initially June 25, 2021. 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 surviving 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") on terms
satisfactory to the Company and TRATON SE (the "Merger Condition").
The Merger Condition will not be satisfied on or before
June 25, 2021. As a result, in
accordance with the Redemption Notice and Section 5.4 of the
indenture related to the Senior Secured Notes, the date fixed for
Redemption is now July 1, 2021,
unless such date is further delayed (such date, as may be further
extended, the "Redemption Date"). On the Redemption Date, the
Senior Secured Notes will be redeemed at a redemption price equal
to 107.125% of the aggregate principal amount plus accrued and
unpaid interest, if any, up to but not including the Redemption
Date.
Other than as stated above, the terms of the Redemption are
unchanged from those stated in the Redemption Notice, and
noteholders should read that document as supplemented by the notice
of extension of the redemption date issued by Navistar today to the
noteholders.
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 July 1, 2021.
This press release does not constitute an offer to sell any
securities or the solicitation of an offer to purchase any
securities. The Redemption is being made only pursuant to the
Redemption Notice dated April 26,
2021.
The Bank of New York Mellon Trust Company, N.A.is acting as
trustee and paying agent (the "Trustee and Paying Agent") for the
Redemption. Questions or requests relating to the Redemption may be
directed to the Trustee and Paying Agent at The Bank of New York
Mellon Trust Company, N.A., 111 Sanders Creek Parkway, East Syracuse, NY 13057.
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
