LISLE, Ill., April 26, 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 9.500% Senior Secured Notes due 2025
(the "Notes"). The Conditional Notice called for redemption on
June 25, 2021 (the "Redemption Date")
of all the currently outstanding $600,000,000 aggregate principal amount of the
Notes, subject to the satisfaction on or prior to the Redemption
Date of the Merger Condition (as defined below). The redemption
price of the Notes is 107.125% of the principal amount redeemed,
which amount is equal to $1,071.25
per $1,000 principal amount of the
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 closing of the merger of a subsidiary of TRATON
SE (the "Merger Subsidiary"), with and into Navistar, with Navistar
surviving the merger (the "Merger"), pursuant to an Agreement and
Plan of Merger, dated as of November 7,
2020, among Navistar, TRATON SE and the Merger Subsidiary on
terms satisfactory to Navistar and TRATON SE (the "Merger
Condition"). The Redemption Date will be delayed until such time as
the Merger Condition is satisfied (including more than 60 days
after the issue date of this Notice of Conditional Full
Redemption). Navistar will provide notice to the Trustee at least
one Business Day prior to the Redemption Date in the event the
Redemption Date is extended past June 25,
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rescinded in the event that the Merger Condition is not satisfied
on or prior to the Redemption Date or by the Redemption Date so
delayed.
The closing of the Merger is subject to a number of conditions.
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
acquisition may not be satisfied or the regulatory approvals
required for the proposed acquisition 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 Agreement and Plan of Merger, dated as
of November 7, 2020, by and among Navistar, TRATON SE, a
Societas Europaea and Dusk Inc., a Delaware corporation
(the "Merger Agreement"); (iii) the effect of the announcement or
pendency of the proposed acquisition on Navistar's business
relationships, operating results, and business generally; (iv)
risks that the proposed acquisition disrupts Navistar's current
plans and operations and potential difficulties in Navistar's
employee retention as a result of the proposed acquisition; (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 acquisition or the
Merger Agreement; (vii) the amount of the costs, fees, expenses and
other charges related to the proposed acquisition; 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, in connection with the proposed
acquisition 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