Navistar International Corporation (“Navistar”), 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 Alternatively, in Navistar’s discretion, the Redemption may not occur, and the Conditional Notice may be rescinded, in the event that the Merger Condition is not satisfied or waived on or prior to the Redemption Date or by the Redemption Date, as it may be delayed.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.
SOURCE: Navistar
