Item 1.02 Termination of a Material Definitive Agreement.
On July 1, 2021, in connection with the closing of the Merger, all outstanding
obligations under that certain Senior Secured Term Loan Facility Credit
Agreement, dated as of November 6, 2017, among Navistar, Navistar Inc., the
lenders party thereto and J.P. Morgan Chase Bank, N.A., as Administrative Agent
and Collateral Agent, as amended by Amendment No. 1, dated as of January 19,
2018 were repaid in full and terminated.
On July 1, 2021, in connection with the closing of the Merger, all outstanding
obligations under that certain Third Amended and Restated Credit Agreement,
dated as of May 27, 2016, among Navistar Financial Corporation, Navistar
Financial, S.A. de C.V., the lenders party thereto, JPMorgan Chase Bank, N.A.,
as Administrative Agent and Bank of America, N.A., as Syndication Agent, as
amended by Amendment No. 1, dated as of September 18, 2017, Amendment No. 2
dated as of December 13, 2017, Amendment No. 3, dated as of June 12, 2018 and
Amendment No. 4, dated as of May 23, 2019, were repaid in full and terminated.
On July 1, 2021, in connection with the closing of the Merger, all outstanding
obligations under that certain Second Amended and Restated ABL Credit Agreement,
dated as of August 4, 2017, among Navistar, Inc., the lenders party thereto,
Bank of America, N.A., as administrative agent, and J.P. Morgan Chase Bank, N.A.
and Wells Fargo Bank, N.A., as syndication agents, were repaid in full and
terminated.
On July 1, 2021, in connection with the closing of the Merger, all outstanding
obligations under that certain Indenture, dated as of April 27, 2020, among
Navistar, Navistar, Inc. and The Bank of New York Mellon Trust Company, N.A., as
trustee and collateral agent, providing for the issuance of Navistar's 9.500%
Senior Secured Notes due 2025, were repaid in full and terminated, and the notes
issued thereunder were redeemed in full.
On July 1, 2021, in connection with the closing of the Merger, all outstanding
obligations under that certain Indenture, dated as of November 6, 2017, among
Navistar, Navistar, Inc. and The Bank of New York Mellon Trust Company, N.A., as
trustee and collateral agent, providing for the issuance of Navistar's 6.625%
Senior Notes due 2025, were repaid in full and terminated, and the notes issued
thereunder were redeemed in full.
On July 1, 2021, in connection with the closing of the Merger, Navistar and the
Icahn Group (as defined below) terminated (i) the Settlement Agreement,
effective as of October 5, 2012, by and among Navistar and those certain persons
and entities listed on Schedule A thereto (collectively, the "Icahn Group"), as
amended by Amendment No. 1 to the Settlement Agreement, effective as of July 14,
2013, that certain side letter, dated June 23, 2014 and Amendment No. 2 to the
Settlement Agreement, effective as of September 5, 2016 and (ii) the Section 203
of the General Corporation Law of the State of Delaware Agreement, dated as of
July 14, 2013, by and among the Company and the Icahn Group.
On July 1, 2021, in connection with the closing of the Merger, Navistar and the
MHR Group (as defined below) terminated the Settlement Agreement, effective as
. . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and under Items 3.03, 5.01,
5.02, 5.03 and 8.01 is incorporated herein by reference into this Item 2.01.
Subject to the terms and conditions set forth in the Merger Agreement, at the
Effective Time, each share of common stock of Navistar, par value $0.10 per
share (the "Company Stock") outstanding immediately prior to the Effective Time,
unless otherwise provided in the Merger Agreement, was automatically canceled
and converted into the right to receive $44.50 in cash, without interest (the
"Common Merger Consideration").
Subject to the terms and conditions set forth in the Merger Agreement, at the
Effective Time, each share of Series D Convertible Junior Preference Stock of
Navistar, par value $1.00 per share ("Series D Stock" and, together with Company
Stock, the "Delisted Stocks") outstanding immediately prior to the Effective
Time, unless otherwise provided in the Merger Agreement, was automatically
canceled and converted into the right to receive an amount in cash, without
interest, equal to the portion of the Common Merger Consideration that would
have been payable in respect of such share of Series D Stock had such share of
Series D Stock been converted into Company Stock pursuant to the terms of the
certificate of incorporation of Navistar in effect immediately prior to the
Effective Time (the "Series D Merger Consideration" and, together with the
Common Merger Consideration, the "Merger Consideration").
Subject to the terms and conditions set forth in the Merger Agreement, at the
Effective Time, the sole share of Series B Nonconvertible Junior Preference
Stock of Navistar, par value $1.00 ("Series B Stock"), issued and outstanding
immediately prior to the Effective Time, was unaffected by the Merger and
remains outstanding as one share of Series B Stock of the Surviving Corporation,
with the same rights, powers, preferences and privileges attributable to the
sole share of Series B Stock immediately prior to the Effective Time.
Subject to the terms and conditions of the Merger Agreement, at or immediately
prior to the Effective Time, each option to purchase shares of Company Stock
(each, a "Company Stock Option") that was then outstanding under any Company
Stock Plan (as defined in the Merger Agreement) (whether or not exercisable or
vested) was automatically canceled, and Navistar is responsible for the payment
to the holder of such Company Stock Option an amount in cash determined by
multiplying (i) the excess, if any, of the Merger Consideration over the
applicable exercise price of such Company Stock Option by (ii) the number of
shares of Company Stock underlying such Company Stock Option (assuming full
vesting of the Company Stock Option) had such holder exercised the Company Stock
Option in full immediately prior to the Effective Time.
Subject to the terms and conditions set forth in the Merger Agreement, at the
Effective Time, each award of Company Stock that was subject to vesting or other
forfeiture conditions (each, a "Company Restricted Share") and each restricted
stock unit entitling the holder to delivery of shares of Company Stock, subject
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On July 1, 2021, in connection with the consummation of the Merger, Navistar
(i) notified the NYSE of the consummation of the Merger, (ii) requested that the
NYSE suspend trading of the Delisted Stocks as soon as practicable after the
Effective Time and (iii) requested that the NYSE remove the Delisted Stocks from
listing and file a Form 25 with the SEC to report the delisting of the Delisted
Stocks from the NYSE. Navistar expects that, in accordance with its request, the
NYSE will file a Form 25 on July 1, 2021 to provide notification of such
delisting and to effect the deregistration of the Delisted Stocks under
Section 12(b) of the Exchange Act. Navistar intends to file a Form 15 with the
SEC to terminate the registration of the Delisted Stocks under the Exchange Act
and to suspend its reporting obligations under the Exchange Act with respect to
the Delisted Stocks. The information set forth in the Introductory Note and
under Items 2.01, 5.01 and 5.03 is incorporated herein by reference into this
Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01,
5.01, 5.02 and 5.03 is incorporated herein by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, a change of control of the
registrant occurred, and Navistar became an indirect subsidiary of Parent. The
aggregate cash consideration paid by Parent to Navistar stockholders in the
Merger was approximately $3.7 billion. The Merger Consideration was funded by
Parent pursuant to certain debt financing arrangements (committed term loan
facility by Volkswagen International Luxemburg S.A., proceeds from bond issuance
by TRATON Finance Luxembourg S.A. and Schuldschein issuance by TRATON SE). The
information set forth in the Introductory Note and under Items 2.01, 3.03, 5.02
and 5.03 is incorporated herein by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the consummation of the Merger, all of the members of the
Board of Directors of Navistar immediately prior to the Effective Time, except
for Jeffrey A. Dokho, the Series B director, ceased to be directors of Navistar
at the Effective Time and Persio Lisboa, Walter Borst, Matthias Gründler,
Christian Schulz, Mathias Carlbaum, and Dr. Klaus Schartel each became a
director of Navistar. Mr. Dokho, the Series B director, will remain a director
of Navistar. The directors shall serve until their respective successors are
duly elected or appointed and qualified in accordance with the organizational
documents of the Surviving Corporation or their earlier resignation, removal or
disqualification. At the Effective Time, the officers of Navistar, except for
Troy A. Clarke, shall become and constitute the only officers of the Surviving
Corporation, and such officers shall serve until their respective successors are
duly elected or appointed and qualified in accordance with the organizational
documents of the Surviving Corporation or their earlier resignation, removal or
disqualification. The information set forth in the Introductory Note and under
Item 2.01 is incorporated herein by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the Effective Time, the certificate of incorporation of Navistar that was
in effect immediately before the Effective Time was amended and restated in its
entirety. In addition, at the Effective Time, Navistar's bylaws that were in
effect immediately prior to the Effective Time, were amended and restated in
their entirety. Such amended and restated certificate of incorporation and
amended and restated bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2,
respectively. The information set forth in the Introductory Note and under Item
2.01 is incorporated herein by reference into this Item 5.03.
Item 8.01 Other Events.
On July 1, 2021, Navistar issued a press release announcing the closing of the
Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of November 7, 2020, by
and among Navistar International Corporation, TRATON SE and Dusk
Inc. (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K of Navistar International Corporation filed on
November 9, 2020).
3.1 Amended and Restated Certificate of Incorporation of Navistar
International Corporation.
3.2 Amended and Restated Bylaws of Navistar International
Corporation.
99.1 TRATON GROUP Successfully Completes Navistar Merger and Ushers
in a New Era, dated as of July 1, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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