NAVISTAR INTERNATIONAL CORP false 0000808450 0000808450 2020-07-30 2020-07-30 0000808450 us-gaap:CommonStockMember 2020-07-30 2020-07-30 0000808450 us-gaap:SeriesDPreferredStockMember 2020-07-30 2020-07-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2020

 

 

 

LOGO

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-9618   36-3359573

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

 

2701 Navistar Drive

Lisle, Illinois

  60532
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (331) 332-5000

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.10   NAV   New York Stock Exchange
Cumulative convertible junior preference stock, Series D (par value $1.00)   NAV-D   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


ITEM 1.01

Entry into a Material Definitive Agreement

On July 30, 2020, Navistar Financial Dealer Note Master Owner Trust II (the “Issuing Entity”) issued a series of notes designated the Floating Rate Dealer Note Asset Backed Notes, Series 2020-1 (the “Series 2020-1 Notes”). The Series 2020-1 Notes include four classes of Notes: the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes. The principal characteristics of the Series 2020-1 Notes are as follows:

Number of classes within Series 2020-1 Notes: Four

Initial Class A Notes Outstanding Principal Amount: $251,639,000

Initial Class B Notes Outstanding Principal Amount: $16,393,000

Initial Class C Notes Outstanding Principal Amount: $15,575,000

Initial Class D Notes Outstanding Principal Amount: $16,393,000

Initial Total Series 2020-1 Notes Outstanding Principal Amount: $300,000,000

Class A Note Rate: 1-month LIBOR + 0.95%    

Class B Note Rate: 1-month LIBOR + 1.35%    

Class C Note Rate: 1-month LIBOR + 2.15%    

Class D Note Rate: 1-month LIBOR + 2.90%    

Closing Date: July 30, 2020    

Expected Principal Distribution Date: July 25, 2022    

Legal Final Maturity Date: July 25, 2025    

Ordinary means of principal repayment: Accumulation Period    

Accumulation Period Commencement Date: A date within nine months prior to the Expected Principal Distribution Date, as determined by the Servicer    

Primary source of credit enhancement for Class A Notes: Subordination of Class B Notes, the Class C Notes and Class D Notes, Overcollateralization represented by the Issuing Entity Certificate issued to the Depositor and a spread account    

Primary source of credit enhancement for Class B Notes: Subordination of Class C Notes and the Class D Notes and Overcollateralization represented by the Issuing Entity Certificate issued to the Depositor and a spread account    

Primary source of credit enhancement for Class C Notes: Subordination of Class D Notes and Overcollateralization represented by the Issuing Entity Certificate issued to the Depositor and a spread account    

Primary source of credit enhancement for Class D Notes: Overcollateralization represented by the Issuing Entity Certificate issued to the Depositor and a spread account    

Series 2020-1 Subordinated Seller’s Interest Percentage: 8.50% divided by 1.00 minus 8.50%     

Series 2020-1 Target Overcollateralization Amount: the product of the Series 2020-1 Subordinated Seller’s Interest Percentage and the Series 2020-1 Nominal Liquidation Amount    

Servicing Fee Percentage: 1.0%    

The terms of the Series 2020-1 Notes and the definitions of capitalized terms may be found in the Series 2020-1 Indenture Supplement, dated as of July 30, 2020 (the “Indenture Supplement”), between the Issuing Entity and Citibank, N.A., as indenture trustee, which is attached as Exhibit 10.1 and incorporated by reference herein. The Indenture Supplement supplements the Indenture, dated as of November 2, 2011, between the Issuing Entity and the Indenture Trustee (filed as Exhibit 10.3 to the registrant’s Form 8-K dated and filed on November 7, 2011. Commission File No. 001-09618).

 

PAGE 2


ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 

Exhibit
No.
  

Description

10.1    Series 2020-1 Indenture Supplement to the Indenture, dated as of July 30, 2020, between Navistar Financial Dealer Note Master Owner Trust II, as issuing entity, and Citibank, N.A., as indenture trustee.
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

PAGE 3


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

NAVISTAR INTERNATIONAL CORPORATION

(Registrant)

Dated: July 30, 2020     By:  

/s/ Walter G. Borst

    Name:   Walter G. Borst
    Title:   Executive Vice President and Chief Financial Officer

 

PAGE 4

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