Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On April 26, 2021, Navistar International Corporation ("Navistar") issued a
conditional call for redemption of all of their outstanding 9.500% Senior
Secured Notes due 2025 (the "Notes"). 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, in accordance with the provisions of
the indenture governing the Notes. The redemption is subject to and expressly
conditioned upon the consummation of the closing of the merger of a subsidiary
of TRATON SE ("Merger Subsidiary") with and into Navistar, pursuant to an
Agreement and Plan of Merger, dated as of November 7, 2020, among Navistar,
TRATON SE and the Merger Subsidiary (the "Merger Agreement") 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 the conditional redemption
notice) or the conditional notice rescinded if the Merger Condition is not
satisfied by the redemption date or the redemption date so delayed.
A copy of the press release announcing the conditional redemption is attached
hereto as Exhibit 99.1 and is incorporated by reference.
Forward-Looking Statements
Certain statements in this communication, 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 Merger Agreement
between the parties to the proposed acquisition; (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 between the
parties to the proposed acquisition; (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
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, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
99.1 Press Release dated April 26, 2021, announcing conditional
redemption of Notes.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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