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): September 13, 2013

 

 

 

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))

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On September 13, 2013, Navistar Financial Dealer Note Master Owner Trust II (the “Issuing Entity”) and Citibank, N.A. (as successor to The Bank of New York Mellon), as indenture trustee (the “Indenture Trustee”), entered into Amendment No. 1 to Series 2012-VFN Indenture Supplement (the “VFN Indenture Amendment”), which is attached hereto as Exhibit 10.1 and incorporated by reference herein. The VFN Indenture Amendment amends the Series 2012-VFN Indenture Supplement, dated as of August 29, 2012, between the Issuing Entity and the Indenture Trustee (filed as Exhibit 10.1 to the registrant’s Form 8-K dated and filed on August 30, 2012. Commission File No. 001-09618), to decrease the Series 2012-VFN Overcollateralization Factor to 28.50%.

On September 13, 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, 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. 2 to Note Purchase Agreement (the “NPA Amendment”), which is attached as Exhibit 10.2 and incorporated by reference herein. The NPA 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 and filed on August 30, 2012. Commission File No. 001-09618), to, among other things, extend the Scheduled Purchase Expiration Date to September 12, 2014 and decrease the interest rate spreads charged by certain of the Purchaser Parties.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

The following documents are filed herewith:

 

Exhibit No.

  

Description

10.1    Amendment No. 1 to Series 2012-VFN Indenture Supplement, dated as of September 13, 2013, between Navistar Financial Dealer Note Master Owner Trust II, as the issuing entity, and Citibank, N.A. (as successor to The Bank of New York Mellon), as indenture trustee.
10.2    Amendment No. 2 to the Note Purchase Agreement, dated as of September 13, 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, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser.
99.1    Press Release, dated September 18, 2013.

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)
  By:   /s/ Walter G. Borst
 

Name:

Title:

 

Walter G. Borst

Executive Vice President and

Chief Financial Officer

Dated: September 18, 2013

EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    Amendment No. 1 to Series 2012-VFN Indenture Supplement, dated as of September 13, 2013, between Navistar Financial Dealer Note Master Owner Trust II, as the issuing entity, and Citibank, N.A. (as successor to The Bank of New York Mellon), as indenture trustee.
10.2    Amendment No. 2 to the Note Purchase Agreement, dated as of September 13, 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, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser.
99.1    Press Release, dated September 18, 2013.

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 1

TO

SERIES 2012-VFN INDENTURE SUPPLEMENT

THIS AMENDMENT NO. 1 TO SERIES 2012-VFN INDENTURE SUPPLEMENT (this “ Amendment ”) is made as of September 13, 2013, by and between Navistar Financial Dealer Note Master Owner Trust II, a Delaware statutory trust (the “ Issuer ”), and Citibank, N.A., a national banking association, as indenture trustee (the “ Indenture Trustee ”).

The Issuer and the Indenture Trustee are parties to the Indenture, dated as of November 2, 2011, as amended on February 13, 2013 (the “ Indenture ”), and the related Series 2012-VFN Indenture Supplement, dated as of August 29, 2012 (the “ Series 2012-VFN Indenture Supplement ”). The Issuer and the Indenture Trustee have agreed to amend the 2012-VFN Indenture Supplement pursuant to Section 10.02 of the Indenture in the manner set forth herein. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Series 2012-VFN Indenture Supplement.

1. Amendment to Section 1.01 . Section 1.01 of the Series 2012-VFN Indenture Supplement is hereby amended by deleting the definition of “ Series 2012-VFN Overcollateralization Factor ” in its entirety and replacing it with the following:

“ Series 2012-VFN Overcollateralization Factor ” means 28.50%; provided , however , if any outstanding series of Notes issued by the Issuing Entity or Navistar Financial Dealer Note Master Owner Trust rated upon initial issuance in the AAA/Aaa category by either Moody’s or S&P is downgraded to below AAA/Aaa, the Series 2012-VFN Overcollateralization Factor will be set at the level reasonably determined by the Administrative Agent necessary (together with any change to the Spread Account Required Percentage) to support a rating in the AAA/Aaa category for long-term debt on the Series 2012-VFN Notes, subject to the consent of the Depositor or, if the Depositor shall not so consent, the Purchase Expiration Date shall be deemed to have occurred.”

2. Miscellaneous . As amended by this Amendment, the Series 2012-VFN Indenture Supplement is in all respects ratified and confirmed and the Series 2012-VFN Indenture Supplement as so amended by this Amendment shall be read, taken and construed as one and the same instrument. This Amendment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to the conflict of law provisions thereof or any other jurisdiction, other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

3. Limitation of Owner Trustee Liability . Notwithstanding anything to the contrary, this Amendment has been signed by Deutsche Bank Trust Company Delaware, not in its individual capacity but solely in its capacity as Owner Trustee on behalf of the Issuer. Each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by Deutsche Bank Trust Company Delaware, but is made for the purpose of binding only the Issuer. In no event shall Deutsche Bank Trust Company Delaware have any personal liability for the representations, warranties, covenants, agreement or other obligations of the Issuer hereunder or in any certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

4. Rights of the Indenture Trustee . The Indenture Trustee shall be afforded the same rights, protections, immunities and indemnities as are set forth in the Indenture as if specifically set forth herein. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Amendment and is not responsible for any statement made herein. The Administrator hereby certifies that all of the conditions precedent for the making of this Amendment have been complied with.

[signatures on next page]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Series 2012-VFN Indenture Supplement to be duly executed by their respective officers as of the date first written above.

 

NAVISTAR FINANCIAL DEALER NOTE

MASTER OWNER TRUST II,

as Issuer
By:   DEUTSCHE BANK TRUST COMPANY
  DELAWARE,
  as Owner Trustee and not
  in its individual capacity
By:   /s/ Diana Vasconez
Name:   Diana Vasconez
Title:   Attorney-in-fact
By:   /s/ Maria Inoa
Name:   Maria Inoa
Title:   Attorney-in-fact

CITIBANK, N.A.,

as Indenture Trustee and not in its individual capacity

By:   /s/ Jacqueline Suarez
Name:   Jacqueline Suarez
Title:   Vice President

 

Amendment No. 1 to

Series 2012-VFN Indenture Supplement

The undersigned hereby (a) acknowledge that Bank of America, National Association, The Bank of Nova Scotia and Credit Suisse AG, New York Branch, in their respective capacities as Managing Agents, own 100% of the Series 2012-VFN Notes and that Bank of America, National Association, The Bank of Nova Scotia and Credit Suisse AG, New York Branch are the Managing Agents under the Note Purchase Agreement, (b) acknowledge receipt of notice of this Amendment No. 1 to Series 2010-VFN Indenture Supplement and (c) consent to the execution thereof:

 

BANK OF AMERICA, NATIONAL ASSOCIATION,
as Administrative Agent
By:   /s/ Margaux L. Karagosian
Name:   Margaux L. Karagosian
Title:   Vice President

BANK OF AMERICA, NATIONAL ASSOCIATION,

as a Committed Purchaser and Managing Agent for

the Bank of America Purchaser Group

By:   /s/ Margaux L. Karagosian
Name:   Margaux L. Karagosian
Title:   Vice President

 

Amendment No. 1 to

Series 2012-VFN Indenture Supplement

LIBERTY STREET FUNDING LLC,

as a Conduit Purchaser for the Liberty Street Purchaser Group

By:   /s/ Jill A. Russo
Name:   Jill A. Russo
Title:   Vice President
THE BANK OF NOVA SCOTIA,

as a Committed Purchaser and Managing Agent for

the Liberty Street Purchaser Group

By:   /s/ Paula J. Czach
Name:   Paula J. Czach
Title:   Managing Director

 

Amendment No. 1 to

Series 2012-VFN Indenture Supplement

CREDIT SUISSE AG, NEW YORK BRANCH,

as the Managing Agent for

the CS Purchaser Group
By:   /s/ Jason Muncy
Name:   Jason Muncy
Title:   Vice President
By:   /s/ Michelangelo Raimondi
Name:   Michelangelo Raimondi
Title:   Vice President

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as a Committed Purchaser for

the CS Purchaser Group
By:   /s/ Jason D. Muncy
Name:   Jason D. Muncy
Title:   Authorized Signatory
By:   /s/ Michelangelo Raimondi
Name:   Michelangelo Raimondi
Title:   Authorized Signatory

 

Amendment No. 1 to

Series 2012-VFN Indenture Supplement

With respect to Section  4 of this Amendment, agreed to by:

 

NAVISTAR FINANCIAL CORPORATION,

as Administrator

By:   /s/ Mary Ellen Kummer
Name:   Mary Ellen Kummer
Title:   Vice President and Assistant Treasurer

 

Amendment No. 1 to

Series 2012-VFN Indenture Supplement

Exhibit 10.2

EXECUTION COPY

AMENDMENT NO. 2

TO

NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “ Amendment ”) dated as of September 13, 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 (as amended by Amendment No. 1 to Note Purchase Agreement dated as of March 18, 2013, the “ Agreement ”).

B. The parties to the Agreement desire to extend the Scheduled Purchase Expiration Date to September 12, 2014.

D. In connection with the Assignment and Assumption Agreement, dated as of the date hereof, between Alpine Securitization Corp. and CS CIB, the parties to the Agreement desire to further amend 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. Amendments to Agreement .

a. The definition of “Alpine Purchaser Group” in Section 1.01 of the Agreement is hereby deleted in its entirety.

b. The definition of “Bank of America Alternate Rate” in Section 1.01 of the Agreement is hereby amended by deleting the percentage “3.50%” where it appears therein and replacing it with the percentage “3.25%”.

c. The definition of “Bank of America Spread” in Section 1.01 of the Agreement is hereby amended and restated in its entirety to read as follows:

“ Bank of America Spread ” shall be equal to the Program Rate for that portion of the Funded Amount held by Bank of America until such time as either the CS Purchaser Group is funding all or any portion of the Funded Amount pursuant to the Alpine Liquidity Asset Purchase Agreement or the Liberty Street Purchaser Group is funding all or any portion of the Funded Amount by reference to the BNS Alternate Rate, in which event the Bank of America Spread shall be 2.75 % per annum .

d. The definition of “BNS Alternate Rate” in Section 1.01 of the Agreement is hereby amended by deleting the percentage “3.50%” where it appears therein and replacing it with the percentage “3.25%”.

e. The definition of “CS Alternate Rate” in Section 1.01 of the Agreement is hereby amended and restated in its entirety to read as follows:

“ CS Alternate Rate ” for any Fixed Period for any Funding Tranche funded by the CS Purchaser Group means an interest rate per annum equal the CS Spread above the Eurodollar Rate for such Fixed Period; provided , however , that in the case of:

(i) any Fixed Period existing on or after the first day of which CS NYB, in its capacity as Managing Agent for the CS Purchaser Group, shall have been notified by a Purchaser or a Liquidity Purchaser or other Program Support Provider for the CS Purchaser Group that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for such Purchaser, Liquidity Purchaser or other Program Support Provider to fund any Funding Tranche based on the Eurodollar Rate (and such Purchaser, Liquidity Purchaser or other Program Support Provider shall not have subsequently notified CS NYB that such circumstances no longer exist),

(ii) any Fixed Period of one to (and including) 13 days,

(iii) any Fixed Period relating to a Funding Tranche which is less than $1,000,000, or

(iv) any Fixed Period with respect to which the Alternate Rate, for any reason, becomes applicable on notice to the Administrative Agent of less than three Business Days,

the “ CS Alternate Rate ” for each such Fixed Period shall be an interest rate per annum equal to the Corporate Base Rate in effect on each day of such Fixed Period. The “ CS Alternate Rate ” for any day on or after the occurrence of an Early Redemption Event shall be an interest rate equal to 3.25%  per annum above the Corporate Base Rate in effect on such day.

f. The following new defined terms and definitions thereof are hereby added to Section 1.01 of the Agreement in appropriate alphabetical order:

 

2

“ CS Purchaser Group ” means Credit Suisse AG, Cayman Islands Branch, in its capacity as a Committed Purchaser hereunder and each permitted assignee thereof.

“ CS Spread ” shall be equal to the Program Rate for that portion of the Funded Amount held by CS CIB until such time as either the CS Purchaser Group is funding all or any portion of the Funded Amount pursuant to the Alpine Liquidity Asset Purchase Agreement or the Liberty Street Purchaser Group is funding all or any portion of the Funded Amount by reference to the BNS Alternate Rate, in which event the CS Spread shall be 2.75%  per annum .

g. The definition of “Funding Rate” in Section 1.01 of the Agreement is hereby amended by adding the following proviso to the end of such definition:

“; provided that for any day on or after the occurrence of an Early Redemption Event, the Funding Rate shall be equal to the applicable Alternate Rate”.

h. The definitions of “Managing Agents” and “Purchaser Group” in Section 1.01 of the Agreement are hereby amended by deleting the phrase “Alpine Purchaser Group” where it appears therein and replacing it with the phrase “CS Purchaser Group”.

i. The definition of “Scheduled Purchase Expiration Date” in Section 1.01 of the Agreement is hereby amended to replace the date “March 13, 2014” set forth therein with the date “September 12, 2014”.

j. Section 3.03(a)(iii) of the Agreement is hereby amended by deleting the phrase “Alpine Purchaser Group” where it appears therein and replacing it with the phrase “CS Purchaser Group”.

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,

 

3

as to due execution, incumbency, good standing and other customary corporate matters, (iii) satisfaction of each of the conditions precedent described in Section 2.04 of the Agreement and (iv) receipt by each Managing Agent and the Administrative Agent of all fees payable by the Seller and the Servicer on the date hereof in connection with this Amendment.

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]

 

4

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.

 

NAVISTAR FINANCIAL SECURITIES CORPORATION,
as the Seller
By:   /s/ Mary Ellen Kummer
Name:   Mary Ellen Kummer
Title:   Vice President & Assistant Treasurer

NAVISTAR FINANCIAL CORPORATION,

as the Servicer

By:   /s/ Mary Ellen Kummer
Name:   Mary Ellen Kummer
Title:   Vice President & Assistant Treasurer

[signatures continue on the following page]

 

   S-1   

Navistar Series 2012-VFN

Amendment No. 2 to Note Purchase Agreement

BANK OF AMERICA, NATIONAL ASSOCIATION,
as the Administrative Agent
By:   /s/ Margaux L. Karagosian
Name:   Margaux L. Karagosian
Title:   Vice President

BANK OF AMERICA, NATIONAL ASSOCIATION,

as the Managing Agent for the Bank of America Purchaser Group

By:   /s/ Margaux L. Karagosian
Name:   Margaux L. Karagosian
Title:   Vice President

BANK OF AMERICA, NATIONAL ASSOCIATION,

as the Committed Purchaser for the Bank of America Purchaser Group

By:   /s/ Margaux L. Karagosian
Name:   Margaux L. Karagosian
Title:   Vice President

[signatures continue on the following page]

 

   S-2   

Navistar Series 2012-VFN

Amendment No. 2 to Note Purchase Agreement

THE BANK OF NOVA SCOTIA,
as the Managing Agent for the Liberty Street Purchaser Group
By:   /s/ Paula J. Czach
Name:   Paula J. Czach
Title:   Managing Director

THE BANK OF NOVA SCOTIA,

as the Committed Purchaser for the Liberty Street Purchaser Group

By:   /s/ Paula J. Czach
Name:   Paula J. Czach
Title:   Managing Director

LIBERTY STREET FUNDING LLC,

as a Conduit Purchaser for the Liberty Street Purchaser Group

By:   /s/ Jill A. Russo
Name:   Jill A. Russo
Title:   Vice President

[signatures continue on the following page]

 

   S-3   

Navistar Series 2012-VFN

Amendment No. 2 to Note Purchase Agreement

CREDIT SUISSE AG, NEW YORK BRANCH,

as the Managing Agent for the CS Purchaser Group

   

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as the Committed Purchaser for the CS Purchaser Group

By:   /s/ Jason Muncy     By:   /s/ Jason D. Muncy
Name:   Jason Muncy     Name:   Jason D. Muncy
Title:   Vice President     Title:   Authorized Signatory
By:   /s/ Michelangelo Raimondi     By:   /s/ Michelangelo Raimondi
Name:   Michelangelo Raimondi     Name:   Michelangelo Raimondi
Title:   Vice President     Title:   Authorized Signatory
ALPINE SECURITIZATION CORP.,      
as a Conduit Purchaser for the CS Purchaser Group      
By:   Credit Suisse AG, New York Branch,      
  as its administrative agent      
By:   /s/ Jason Muncy      
Name:   Jason Muncy      
Title:   Vice President      
By:   /s/ Michelangelo Raimondi      
Name:   Michelangelo Raimondi      
Title:   Vice President      

 

   S-4   

Navistar Series 2012-VFN

Amendment No. 2 to Note Purchase Agreement

Exhibit 99.1

 

LOGO

 

Media contact:    Steve Schrier, 331-332-2264
Investor contact:    Heather Kos, 331-332-2406
Web site:    www.Navistar.com/newsroom

NAVISTAR FINANCIAL EXTENDS $500 MILLION

DEALER INVENTORY FACILITY THROUGH SEPTEMBER 2014

Strong Portfolio Quality and Dealer Network Continue to Earn Lender Trust

LISLE, Ill. (September 18, 2013) - Navistar Financial Corporation (NFC), an affiliate of Navistar, Inc., has signed agreements to extend its $500 million dealer inventory funding facility an additional six months. The facility, which is funded through three of NFC’s major relationship banks, now extends through September of 2014.

“We continue to have strong access to capital to support our financing operations,” said Walter Borst, executive vice president and chief financial officer, Navistar. “This extension improves our pricing, which is indicative of the progress we have made in our turnaround.”

NFC provides financing programs and services tailored to support Navistar’s dealer and customer equipment financing needs.

“The quality of our portfolio and strength of our dealer network have earned the ongoing confidence and support of our relationship banks,” said Bill McMenamin, president, NFC. “This transaction provides continued flexibility in funding wholesale assets to help us support our dealer network and the sale of International ® trucks and IC Bus ™ brand buses.”

About Navistar

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International ® brand commercial and military trucks, MaxxForce ® brand diesel engines, and IC Bus ™ brand school and commercial buses. The company also provides truck and diesel engine service parts. Additional information is available at www.Navistar.com .

Cautionary Statement Regarding Forward-Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and the company assumes no obligation to update the information included in this report. 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

 

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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, 2012. 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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