Navistar International Corporation (NYSE: NAV) today announced the pricing of its private offering of $370 million of 4.75% senior subordinated convertible notes due 2019. Closing of the offering is expected to occur on March 24, 2014 subject to customary closing conditions. In addition, the company has granted the initial purchasers an over-allotment option to purchase up to an additional $55.5 million of convertible notes.
The convertible notes will pay interest semiannually at a rate of 4.75% per annum and will be convertible, under certain circumstances, into cash, shares of Navistar common stock, or a combination of cash and shares of Navistar common stock, at Navistar’s election, at an initial conversion rate of 18.4946 shares of Navistar common stock per $1,000 principal amount of senior subordinated convertible notes, which is equivalent to an initial conversion price of approximately $54.07 per share of common stock, subject to adjustment in certain circumstances.
The convertible notes and the shares of the company’s common stock issuable upon conversion of the notes, if any, have not been, and will not be, registered under the United States Securities Act of 1933, as amended (“Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold inthe United States absent registration or an applicable exemption from registration requirements.
The company plans to offer the convertible notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer of the convertible notes will be made only by means of a private offering memorandum.
