LISLE, Ill., April 21, 2020 /PRNewswire/ -- Navistar
International Corporation (NYSE: NAV) ("Navistar") today announced
that it intends to offer, subject to market and other conditions,
$500 million aggregate principal
amount of senior secured notes due 2025 (the "notes") in a private
offering that is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act").
Navistar intends to use the net proceeds of the notes offering
for general corporate purposes.
The notes will be guaranteed on a senior secured basis by
Navistar's principal operating subsidiary, Navistar, Inc., and
secured by (i) a first-priority pledge of 65% of the capital stock
of Navistar International B.V., a wholly-owned subsidiary of
Navistar that owns subsidiaries that conduct Navistar's foreign
operations in Mexico, Canada and Brazil, (ii) a second-priority lien on certain
collateral that also secures Navistar's Senior Secured Term Loan
Credit Agreement but does not secure Navistar's Recovery Zone
Facility Revenue Bonds, and (iii) a third-priority lien on certain
collateral that also secures both the Senior Secured Term Loan
Credit Agreement and the Recovery Zone Facility Revenue Bonds.
The notes will be offered and sold only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act and in offshore transactions in
reliance on Regulation S under the Securities Act. The notes and
related guarantee will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in
the United States absent
registration or an applicable exemption from registration
requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the notes, the guarantee or any
other securities, nor shall it constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale
is unlawful.
This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act.
About Navistar
Navistar International Corporation (NYSE: NAV) is a holding
company whose subsidiaries and affiliates produce
International® brand commercial 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.
Forward-Looking Statements
Information provided and statements contained in this release
that are not purely historical are forward-looking statements
within the meaning of Section 27A of the Securities Act of
1933, as amended ("Securities Act"), Section 21E of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and
the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements only speak as of the date of this
release and Navistar International Corporation assumes no
obligation to update the information included in this release. Such
forward-looking statements include information concerning our
possible or assumed future results of operations, including
descriptions of our business strategy. 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 our filings with the
Securities and Exchange Commission, including our annual report on
Form 10-K for the fiscal year ended October 31,
2019, our quarterly report on Form 10-Q for the period
ended January 31, 2020, and our current report on Form 8-K
dated April 13, 2020. Although we believe that these
forward-looking statements are based on reasonable assumptions,
there are many factors that could affect our 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 us or persons
acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to above. Except
for our ongoing obligations to disclose material information as
required by the federal securities laws, we do 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