LISLE, Ill., Nov. 6, 2017 /PRNewswire/ -- Navistar
International Corporation (NYSE: NAV) ("Navistar") today announced
that it has closed its private offering of $1,100 million aggregate principal amount of
6.625% senior notes due 2025 (the "2025 Notes"). The 2025 Notes are
guaranteed by Navistar's wholly owned subsidiary, Navistar, Inc.
Navistar intends to use the proceeds of the offering, together with
the borrowings under its new senior secured term loan, to (i)
retire all $1,450 million aggregate
principal amount of its existing 8.25% Senior Notes due 2021 (the
"2021 Notes") and to pay accrued and unpaid interest thereon, (ii)
repay all of its outstanding obligations under its existing senior
secured term loan facility, including accrued and unpaid interest,
if any, (iii) fund cash to balance sheet to retire at maturity or
repurchase a portion of its 4.50% Senior Subordinated Convertible
Notes due 2018 and (iv) pay the associated prepayment premiums,
transaction fees and expenses incurred in connection therewith.
The 2025 Notes and related guarantee will not be registered
under the Securities Act of 1933, as amended ("Securities Act"), or
the securities laws of any other jurisdiction, and the 2025 Notes
will not be offered or sold in the U.S. or to U.S. persons absent
registration or an applicable exemption from the registration
requirements. The offering of the 2025 Notes will be made only to
persons reasonably believed to be qualified institutional buyers in
accordance with Rule 144A under the Securities Act and to non-U.S.
persons in accordance with Regulation S under the Securities
Act.
Navistar also announced today that it has accepted for purchase
$1,051 million aggregate principal
amount of its 2021 Notes, or 72.50% of the total outstanding 2021
Notes, which were validly tendered prior to 5:00 p.m., New York
City time, on November 2, 2017
(the "Early Tender Expiration"), pursuant to Navistar's previously
announced Offer to Purchase the 2021 Notes (the "Tender Offer").
Holders of the 2021 Notes accepted for purchase will receive the
"Total Consideration" of $1,003.80
per $1,000 principal amount of the
2021 Notes, plus accrued and unpaid interest to, but not including,
the early settlement date for the Tender Offer, which is today.
In conjunction with the Tender Offer, Navistar also solicited
the consents (the "Consent Solicitation") from registered holders
of the 2021 Notes to amend certain terms of the indenture governing
the 2021 Notes (the "Indenture"). Holders of 2021 Notes who validly
tendered their 2021 Notes are deemed to have consented to the
proposed amendment to the Indenture. As a result of receiving the
requisite consents in the Consent Solicitation to adopt the
amendments to the Indenture, Navistar and The Bank of New York
Mellon Trust Company, N.A., as trustee, entered into a supplemental
indenture to the Indenture. The supplemental indenture, among other
things, eliminates substantially all of the restrictive covenants
and certain events of default from the Indenture and reduces the
minimum redemption notice period required under the Indenture from
30 days to 5 days. The supplemental indenture became effective
immediately upon execution and is now operative since the
company has repurchased in the Tender Offer at least a majority in
principal amount of the outstanding 2021 Notes. Upon becoming
operative, the amendments to the Indenture will apply to all
holders of the 2021 Notes.
As previously announced, Navistar intends to redeem the
remaining outstanding 2021 Notes on November
10, 2017 at a redemption price equal to 100.000% of the
aggregate principal amount of the 2021 Notes to be redeemed, plus
any accrued and unpaid interest on the principal amount being
redeemed to, but not including, November 10,
2017.
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell with respect to any securities. The Tender Offer is only being
made pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement and the related Letter of Transmittal, each
dated October 20, 2017. The Tender
Offer is not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. None of the company,
the dealer manager, the solicitation agent, the information agent,
the tender agent or their respective affiliates is making any
recommendation as to whether or not holders should tender all or
any portion of their 2021 Notes or deliver their consent to the
proposed amendments in the Tender Offer.
Navistar has retained J.P. Morgan Securities LLC to act as sole
dealer manager and solicitation agent for the Tender Offer and
Consent Solicitation and D.F. King
& Co., Inc. to act as information agent and tender agent for
the Tender Offer. Requests for documents may be directed to
D.F. King & Co., Inc. at (866)
751 - 6317 (toll free) or (212) 269-5550 (collect) or email
nav@dfking.com. Questions regarding the Tender Offer may be
directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll
free) or (212) 834-3260 (collect).
About Navistar
Navistar International Corporation
(NYSE: NAV) is a holding company whose subsidiaries and affiliates
produce International® brand commercial and military
trucks, proprietary diesel engines, and IC Bus® brand
school and commercial buses. An affiliate also provides truck and
diesel engine service parts. Another affiliate offers financing
services. Additional information is available at
www.Navistar.com.
Cautionary Statement Concerning Forward-Looking
Statements
Information provided and statements contained
in this release that are not purely historical fact are
forward-looking statements within the meaning of the federal
securities laws. Such forward-looking statements only
speak as of the date of this release and the company assumes no
obligation to update the information included in this release other
than as required by the federal securities laws. Such
forward-looking statements include those regarding the consummation
of the tender offer and consent solicitation, as well as the
planned redemption of the company's outstanding 8.25% Notes due
2021. These statements often include words such as "believe,"
"expect," "anticipate," "intend," "plan," "estimate," or similar
expressions. These statements are not guarantees of performance or
results and they involve risks, uncertainties, and assumptions. For
a further description of these factors, see the risk factors set
forth in the company's filings with the Securities and Exchange
Commission, including the company's annual report on Form 10-K for
the fiscal year ended October 31,
2016. Although the company believes that these
forward-looking statements are based on reasonable assumptions,
there are many factors that could affect actual financial results
or results of operations and could cause actual results to differ
materially from those in the forward-looking statements. All future
written and oral forward-looking statements by the company or
persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to
above. Except for its ongoing obligations to disclose material
information as required by the federal securities laws, the company
does not have any obligations or intention to release publicly any
revisions to any forward-looking statements to reflect events or
circumstances in the future or to reflect the occurrence of
unanticipated events.
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SOURCE Navistar International Corporation