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): March 18, 2013
NAVISTAR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-9618
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36-3359573
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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2701 Navistar Drive
Lisle, Illinois
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60532
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On March 18, 2013, Navistar Financial Securities Corporation, as the seller (“NFSC”), Navistar Financial Corporation, as the servicer
(“NFC”), and The Bank of Nova Scotia, as a managing agent and as a committed purchaser, Liberty Street Funding LLC, as a conduit purchaser, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as
a committed purchaser, Alpine Securitization Corp., as a conduit purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser (collectively, the “Purchaser Parties”),
entered into Amendment No. 1 to Note Purchase Agreement (the “Amendment”), which is attached as Exhibit 10.1 and incorporated by reference herein. The Amendment amends the Note Purchase Agreement, dated as of August 29, 2012,
among NFSC, NFC and the Purchaser Parties (filed as Exhibit 10.2 to the registrant’s Form 8-K dated August 26, 2012 and filed on August 30, 2012. Commission File No. 001-09618), to extend the Scheduled Purchase Expiration Date to
March 13, 2014.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The following documents are filed herewith:
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Exhibit
No.
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Description
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10.1
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Amendment No. 1 to the Note Purchase Agreement, dated as of March 18, 2013, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the
servicer, The Bank of Nova Scotia, as a managing agent and as a committed purchaser, Liberty Street Funding LLC, as a conduit purchaser, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed
purchaser, Alpine Securitization Corp., as a conduit purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser.
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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.
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NAVISTAR INTERNATIONAL CORPORATION
(Registrant)
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By:
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/s/ Andrew J. Cederoth
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Name:
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Andrew J. Cederoth
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Title:
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Executive Vice President and Chief Financial Officer
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Dated: March 20, 2013
EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Amendment No. 1 to the Note Purchase Agreement, dated as of March 18, 2013, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the
servicer, The Bank of Nova Scotia, as a managing agent and as a committed purchaser, Liberty Street Funding LLC, as a conduit purchaser, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed
purchaser, Alpine Securitization Corp., as a conduit purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser.
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Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1
TO
NOTE
PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “
Amendment
”) dated as of
March 18, 2013, is entered into among Navistar Financial Securities Corporation, as the Seller (the “
Seller
”), Navistar Financial Corporation, as the Servicer (the “
Servicer
”), The Bank of Nova Scotia
(“
BNS
”), as a Managing Agent and as a Committed Purchaser, Liberty Street Funding LLC (“
Liberty Street
”), as a Conduit Purchaser, Credit Suisse AG, New York Branch (“
CS NYB
”), as a Managing Agent,
Credit Suisse AG, Cayman Islands Branch (“
CS CIB
”), as a Committed Purchaser, Alpine Securitization Corp. (“
Alpine
”), as a Conduit Purchaser, and Bank of America, National Association (“
Bank of
America
”; together with BNS, Liberty Street, CS NYB, CS CIB and Alpine, the “
Purchaser Parties
”), as Administrative Agent (in such capacity, the “
Administrative Agent
”), as a Managing Agent and as a
Committed Purchaser.
R E C I T A L S
A. The parties hereto are parties to that certain Note Purchase Agreement dated as of August 29, 2012 (the “
Agreement
”).
B. Pursuant to
Sections 2.04
and
11.01
of the Agreement, the parties to the Agreement desire to extend the Scheduled
Purchase Expiration Date by amending the Agreement as hereafter set forth.
C. NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Amendment to
Agreement
. By their signatures hereto, each of the parties hereto hereby agrees that the definition of “Scheduled Purchase Expiration Date” in Section 1.01 of the Agreement is hereby amended to replace the date “August 26,
2013” set forth therein with the date “March 13, 2014”.
2.
Representations and Warranties
. The Seller
hereby represents and warrants to each of the Purchaser Parties that, after giving effect to this Amendment, no potential Early Redemption Event or Early Redemption Event has occurred and is now continuing, and NFC hereby represents and warrants to
each of the Purchaser Parties that, after giving effect to this Amendment, no potential Early Redemption Event, Early Redemption Event or Servicer Termination Event has occurred and is now continuing.
3.
Effect of Amendment
. All provisions of the Agreement, as amended by this Amendment, remain in full force and effect. After this
Amendment becomes effective, all references in the Agreement to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement in the Agreement or in any other document relating to the
Seller’s securitization program shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as
set forth herein.
4.
Conditions Precedent
. The effectiveness of this Amendment is subject to
(i) receipt (whether by e-mail, facsimile or otherwise) by the Administrative Agent of counterparts of this Amendment executed by each of the other parties hereto, (ii) receipt by the Administrative Agent of a certificate of the Seller and
of the Servicer, each dated the date hereof, as to due execution, incumbency, good standing and other customary corporate matters and (iii) satisfaction of each of the conditions precedent described in
Section 2.04
of the Agreement.
5.
Counterparts
. This Amendment may be executed in any number of counterparts and by different parties on separate
counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
6.
Governing Law
. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to any otherwise applicable principles of
conflicts of law.
7.
Section Headings
. The various headings of this Amendment are inserted for convenience only and
shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.
[signatures commence on the following page]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.
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NAVISTAR FINANCIAL SECURITIES CORPORATION,
as the Seller
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By:
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/s/ Mary E. Kummer
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Name:
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Mary Ellen Kummer
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Title:
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Vice President and Assistant Treasurer
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NAVISTAR FINANCIAL CORPORATION,
as the Servicer
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By:
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/s/ Mary E. Kummer
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Name:
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Mary Ellen Kummer
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Title:
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Vice President and Assistant Treasurer
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[signatures continue on the following page]
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S-1
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Navistar Series 2012-VFN
Amendment to Note Purchase
Agreement
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BANK OF AMERICA, NATIONAL ASSOCIATION,
as the Administrative Agent
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By:
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/s/ Margaux L. Karagosian
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Name:
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Margaux L. Karagosian
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Title:
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Vice President
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BANK OF AMERICA, NATIONAL ASSOCIATION,
as the Managing Agent
for the Bank of America Purchaser Group
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By:
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/s/ Margaux L. Karagosian
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Name:
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Margaux L. Karagosian
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Title:
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Vice President
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BANK OF AMERICA, NATIONAL ASSOCIATION,
as the Committed Purchaser
for the Bank of America Purchaser Group
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By:
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/s/ Margaux L. Karagosian
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Name:
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Margaux L. Karagosian
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Title:
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Vice President
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Commitment $225,000,000
[signatures continue on the following page]
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S-2
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Navistar Series 2012-VFN
Amendment to Note Purchase
Agreement
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THE BANK OF NOVA SCOTIA,
as the Managing Agent
for the Liberty Street Purchaser Group
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By:
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/s/ Paula J. Czach
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Name:
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Paula J. Czach
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Title:
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Managing Director
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THE BANK OF NOVA SCOTIA,
as the Committed Purchaser
for the Liberty Street Purchaser Group
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By:
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/s/ Paula J. Czach
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Name:
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Paula J. Czach
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Title:
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Managing Director
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Commitment $125,000,000
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LIBERTY STREET FUNDING LLC,
as a Conduit Purchaser
for the Liberty Street Purchaser Group
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By:
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/s/ Jill A. Russo
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Name:
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Jill A. Russo
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Title:
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Vice President
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[signatures continue on the following page]
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S-3
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Navistar Series 2012-VFN
Amendment to Note Purchase
Agreement
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CREDIT SUISSE AG,
NEW YORK BRANCH,
as the Managing Agent
for the Alpine Purchaser Group
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CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH,
as the Committed Purchaser
for the Alpine Purchaser Group
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By:
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/s/ Jason Muncy
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By:
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/s/ Jason D. Muncy
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Name:
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Jason Muncy
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Name:
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Jason D. Muncy
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Title:
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Vice President
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Title:
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Authorized Signatory
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By:
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/s/ Jason Ruchelsman
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By:
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/s/ Jason Ruchelsman
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Name:
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Jason Ruchelsman
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Name:
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Jason Ruchelsman
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Title:
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Vice President
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Title:
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Authorized Signatory
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Commitment $150,000,000
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ALPINE SECURITIZATION CORP.,
as a Conduit Purchaser
for the Alpine Purchaser Group
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By:
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Credit Suisse AG, New York Branch,
as its administrative agent
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By:
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/s/ Jason Muncy
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Name:
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Jason Muncy
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Title:
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Vice President
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By:
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/s/ Jason Ruchelsman
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Name:
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Jason Ruchelsman
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Title:
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Vice President
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S-4
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Navistar Series 2012-VFN
Amendment to Note Purchase
Agreement
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