Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO § 240.13d-2(a)

Amendment No. 21

 

 

Navistar International Corporation

(Name of Issuer)

 

 

Common Stock, par value $0.10 per share

(Title of Class of Securities)

63934E108

(CUSIP Number)

Janet Yeung

MHR Fund Management LLC

1345 Avenue of the Americas, 42nd Floor

New York, New York 10105

(212) 262-0005

(Name, Address and Telephone Number of Person Authorized to Receive Notices of Communication)

October 16, 2020

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 10 Pages)

 

 

 


Table of Contents
CUSIP No. 63934E108   13D   (Page 2 of 10 Pages)

 

  (1)   

Name of reporting person

 

MHR INSTITUTIONAL PARTNERS III LP

  (2)  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ☐

 

(b)  ☒

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

WC

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

  (6)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

14,980,528

     (8)   

Shared voting power

 

0

     (9)   

Sole dispositive power

 

14,980,528

   (10)   

Shared dispositive power

 

0

(11)

 

Aggregate amount beneficially owned by each reporting person

 

14,980,528

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

(13)

 

Percent of class represented by amount in Row (11)

 

15.1%

(14)

 

Type of reporting person (see instructions)

 

PN


Table of Contents
CUSIP No. 63934E108   13D   (Page 3 of 10 Pages)

 

  (1)   

Name of reporting person

 

MHR INSTITUTIONAL ADVISORS III LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ☐

 

(b)  ☒

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

AF

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

  (6)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

14,980,528

     (8)   

Shared voting power

 

0

     (9)   

Sole dispositive power

 

14,980,528

   (10)   

Shared dispositive power

 

0

(11)

 

Aggregate amount beneficially owned by each reporting person

14,980,528

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

(13)

 

Percent of class represented by amount in Row (11)

 

15.1%

(14)

 

Type of reporting person (see instructions)

 

OO

    


Table of Contents
CUSIP No. 63934E108   13D   (Page 4 of 10 Pages)

 

  (1)   

Name of reporting person

 

MHR FUND MANAGEMENT LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        

 

(b)  ☒

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

AF    

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

☐    

  (6)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

16,225,000

     (8)   

Shared voting power

 

0    

     (9)   

Sole dispositive power

 

16,225,000

   (10)   

Shared dispositive power

 

0    

(11)

 

Aggregate amount beneficially owned by each reporting person

 

16,225,000

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

☐    

(13)

 

Percent of class represented by amount in Row (11)

 

16.3%

(14)

 

Type of reporting person (see instructions)

 

OO    

    


Table of Contents
CUSIP No. 63934E108   13D   (Page 5 of 10 Pages)

 

  (1)   

Name of reporting person

 

MHR HOLDINGS LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

AF

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

  (6)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

16,225,000

     (8)   

Shared voting power

 

0

     (9)   

Sole dispositive power

 

16,225,000

   (10)   

Shared dispositive power

 

0

(11)

 

Aggregate amount beneficially owned by each reporting person

 

16,225,000

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

(13)

 

Percent of class represented by amount in Row (11)

 

16.3%

(14)

 

Type of reporting person (see instructions)

 

OO

    


Table of Contents
CUSIP No. 63934E108   13D   (Page 6 of 10 Pages)

 

  (1)   

Name of reporting person

 

MARK H. RACHESKY, M.D.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

AF

  (5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

  (6)  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

16,302,164

     (8)   

Shared voting power

 

0

     (9)   

Sole dispositive power

 

16,302,164

   (10)   

Shared dispositive power

 

0

(11)

 

Aggregate amount beneficially owned by each reporting person

 

16,302,164

(12)

 

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

(13)

 

Percent of class represented by amount in Row (11)

 

16.4%

(14)

 

Type of reporting person (see instructions)

 

IN; HC


Table of Contents

TABLE OF CONTENTS

 

Item 4. Purpose of Transaction.

     9  

Item 5. Interests in Securities of the Issuer.

     9  

SIGNATURES

     10  

 

Page 7 of 10


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Explanatory Note

This statement on Schedule 13D (this “Statement”) amends and supplements, as Amendment No. 21, the Schedule 13D filed on June 15, 2012 (the “Initial Schedule 13D”), which was amended on June 25, 2012 by Amendment No. 1 to the Initial Schedule 13D (“Amendment No. 1”), on July 10, 2012 by Amendment No. 2 to the Initial Schedule 13D (“Amendment No. 2”), on October 9, 2012 by Amendment No. 3 to the Initial Schedule 13D (“Amendment No. 3”), on October 26, 2012 by Amendment No. 4 to the Initial Schedule 13D (“Amendment No. 4”), on December 12, 2012 by Amendment No. 5 to the Initial Schedule 13D (“Amendment No. 5”), on July 15, 2013 by Amendment No. 6 to the Initial Schedule 13D (“Amendment No. 6”), on July 17, 2013 by Amendment No. 7 to the Initial Schedule 13D (“Amendment No. 7”), on March 11, 2014 by Amendment No. 8 to the Initial Schedule 13D (“Amendment No. 8”), on April 11, 2014 by Amendment No. 9 to the Initial Schedule 13D (“Amendment No. 9”), on June 24, 2015 by Amendment No. 10 to the Initial Schedule 13D (“Amendment No. 10”), on December 18, 2014 by Amendment No. 11 to the Initial Schedule 13D (“Amendment No. 11”), on January 30, 2015 by Amendment No. 12 to the Initial Schedule 13D (“Amendment No. 12”), on June 11, 2015 by Amendment No. 13 to the Initial Schedule 13D (“Amendment No. 13”), on July 27, 2015 by Amendment No. 14 to the Initial Schedule 13D (“Amendment No. 14”), on September 4, 2015 by Amendment No. 15 to the Schedule 13D (“Amendment No. 15”), on December 18, 2015 by Amendment No. 16 to the Initial Schedule 13D (“Amendment No. 16”), on September 6, 2016 by Amendment No. 17 to the Initial Schedule 13D (“Amendment No. 17”), on September 21, 2016 by Amendment No. 18 to the Initial Schedule 13D (“Amendment No. 18”), on March 3, 2017 by Amendment No. 19 to the Initial Schedule 13D (“Amendment No. 19”) and on April 18, 2018 by Amendment No. 20 to the Initial Schedule 13D (“Amendment No. 20” and together with Amendment No. 1 through Amendment No. 19 and the Initial Schedule 13D, the “Schedule 13D”), and relates to shares of common stock, par value $0.10 per share (the “Common Stock”), of Navistar International Corporation (the “Issuer”). Except as otherwise provided, capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 20.

 

Page 8 of 10


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Item 4. Purpose of Transaction.

Item 4 is hereby amended by adding the following:

On October 16, 2020, the Issuer issued a press release announcing that it had responded to the letter it received from TRATON SE on October 14, 2020, confirming that following discussions between the Issuer and TRATON, the Issuer’s board of directors would be prepared to move forward with a transaction in which TRATON would acquire the Issuer for US$44.50 per share in cash. The Issuer’s press release also stated that an offer by Traton to acquire the Issuer for US$44.50 per share has the support of MHR in its capacity as a stockholder of the Issuer. There can be no assurance as to whether or when negotiations of definitive agreements providing for such acquisition will conclude, whether and on what terms the Reporting Persons will support the terms of any definitive agreements that provide for such acquisition, or that any such acquisition will occur.

Item 5. Interests in Securities of the Issuer.

Item 5(c) is hereby amended by deleting such item in its entirety and replacing it with the following:

(c) On September 30, 2020, Dr. Rachesky was granted 775 shares of Common Stock.

 

Page 9 of 10


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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: October 16, 2020

 

MHR INSTITUTIONAL PARTNERS III LP
By:     MHR Institutional Advisors III LLC, its General Partner
By:   /s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory
MHR INSTITUTIONAL ADVISORS III LLC
By:   /s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory
MHR FUND MANAGEMENT LLC
By:   /s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory
MHR HOLDINGS LLC
By:   /s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory
MARK H. RACHESKY, M.D.
By:   /s/ Janet Yeung, Attorney in Fact

 

Page 10 of 10

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