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): November 18, 2016

 

 

 

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 November 18, 2016, Navistar Financial Securities Corporation, as the seller (“NFSC”), Navistar Financial Corporation, as the servicer (“NFC”), and Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser (“Credit Suisse”), Alpine Securitization Corp., as assignor conduit purchaser, Alpine Securitization Ltd., as assignee conduit purchaser, Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser (“Bank of America”), New York Life Insurance Company, as a managing agent and a committed purchaser, and New York Life Insurance and Annuity Corporation, as a managing agent and a committed purchaser (collectively, the “Purchaser Parties”), entered into Amendment No. 8 to Note Purchase Agreement (the “NPA Amendment”), which is attached as Exhibit 10.1 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 November 18, 2017 and reduce the commitment of Credit Suisse to $125,000,000 and of Bank of America to $200,000,000.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

The following documents are filed herewith:

 

  Exhibit No.  

  

Description

10.1

   Amendment No. 8 to the Note Purchase Agreement, dated as of November 18, 2016, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Corp., as assignor conduit purchaser, Alpine Securitization Ltd., as assignee conduit purchaser, New York Life Insurance Company, as a managing agent and a committed purchaser, New York Life Insurance and Annuity Corporation, as a managing agent and 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 November 22, 2016 “Navistar Financial Announces Variable Funding Note Renewal”

Forward Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements only speak as of the date of this report and Navistar International Corporation 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, including the adequacy of liquidity to support Navistar Financial Corporation’s wholesale portfolio. 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, 2015 and our quarterly report on Form 10-Q for the period ended July 31, 2016. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our 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 herein 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.

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: November 22, 2016

EXHIBIT INDEX

 

  Exhibit No.  

  

Description

10.1

   Amendment No. 8 to the Note Purchase Agreement, dated as of November 18, 2016, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Corp., as assignor conduit purchaser, Alpine Securitization Ltd., as assignee conduit purchaser, New York Life Insurance Company, as a managing agent and a committed purchaser, New York Life Insurance and Annuity Corporation, as a managing agent and 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 November 22, 2016 “Navistar Financial Announces Variable Funding Note Renewal”

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 8

TO

NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 8 TO NOTE PURCHASE AGREEMENT (this “ Amendment ”) dated as of November 18, 2016, is entered into among Navistar Financial Securities Corporation, as the Seller (the “ Seller ”), Navistar Financial Corporation (“ NFC ”), as the Servicer (in such capacity, the “ Servicer ”), New York Life Insurance Company (“ NY Life ”), as a Managing Agent and as a Committed Purchaser, New York Life Insurance and Annuity Corporation (“ NYLIAC ”), as a Managing Agent and as a Committed 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 Corp. ”), as assignor Conduit Purchaser, Alpine Securitization Ltd. (“ Alpine Ltd. ”), as assignee Conduit Purchaser, and Bank of America, National Association (“ Bank of America ”; together with NY Life, NYLIAC, 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. Capitalized terms used herein without definition shall have the meanings set forth or incorporated by reference in the Agreement, the Indenture or the Indenture Supplement, as applicable.

R E C I T A L S

A.    The parties hereto (other than Alpine Ltd.) 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, Amendment No. 2 to Note Purchase Agreement dated as of September 13, 2013, Amendment No. 3 to Note Purchase Agreement dated as of March 12, 2014, Amendment No. 4 to Note Purchase Agreement dated as of January 26, 2015, Amendment No. 5 to Note Purchase Agreement dated as of October 30, 2015, Amendment No. 6 to Note Purchase Agreement dated as of February 24, 2016 and Amendment No. 7 to Note Purchase Agreement dated as of May 27, 2016, the “ Agreement ”).

B.    Alpine Corp. desires to assign all of its rights and obligations under the Agreement to Alpine Ltd. and Alpine Ltd. desires to assume all of Alpine Corp.’s rights and obligations and become a party to the Agreement.

C.    Pursuant to Section 11.01 of the Agreement, the parties to the Agreement desire to extend the Scheduled Purchase Expiration Date and to further amend the Agreement as set forth in this Amendment.

D.    NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

  1. Assignment by Alpine Corp. to Alpine Ltd .

 

  a. Assignment and Assumption . Pursuant to Section 11.04 of the Agreement, Alpine Corp. hereby assigns all of its rights and obligations under the Agreement to Alpine Ltd., effective as of the date hereof, and Alpine Ltd. hereby assumes all of the rights and obligations of Alpine Corp. under the Agreement, effective as of the date hereof.

  b. Joinder . Effective as of the date hereof, Alpine Ltd. is hereby made, and hereby becomes a party to the Agreement as a Conduit Purchaser. Alpine Ltd. shall deliver to the Seller an Investment Letter substantially in the form attached as Exhibit B to the Agreement on the date hereof.

 

  c. Consent . The Seller hereby consents to the assignment and assumption set forth in Section 1(a) above.

 

  2. Amendments to Agreement .

 

  a. All references to the terms “Alpine Securitization Corp.” or “Alpine” in, or by reference to, the Agreement shall be deemed to be references to Alpine Securitization Ltd.

 

  b. The definition of “Alpine Liquidity Asset Purchase Agreement” in Section 1.01 of the Agreement is hereby amended and restated in its entirety to read as follows:

 

       “ Alpine Liquidity Asset Purchase Agreement ” means the liquidity asset purchase agreement and any confirmations related thereto, among Alpine, CS NYB, and any other purchasers signatory thereto, as supplemented by a supplement, dated as of November 18, 2016, related to the Series 2012-VFN Notes, and as the same may be amended, restated, further supplemented or otherwise modified from time to time.

 

  c. The definition of “Scheduled Purchase Expiration Date” in Section 1.01 of the Agreement is hereby amended to replace the date “May 27, 2017” set forth therein with the date “November 18, 2017”.

 

  d. Section 2.03(d) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

       The purchase price of each Incremental Funding shall be equal to 100% of the allocation of the related Incremental Funded Amount, and shall be paid not later than 1:00 p.m. New York City time on the Incremental Funding Date by wire transfer of immediately available funds to the following account: Bank Name: Citibank, N.A.; ABA #: 021-000-089; Account #: 3617-2242; FFC Account Name: NAVMOT II Excess Funding Account; FFC Account #: 110663.

 

2

  e. Alpine Corp.’s address for communications and notices under the Agreement set forth on Schedule I to the Agreement is hereby replaced in its entirety with the following address for Alpine Ltd.:

 

       Alpine Securitization Ltd.
       c/o Credit Suisse AG, New York Branch
       11 Madison Avenue
       New York, New York 10010
       Attention: Ken Aiani
       Tel: (212) 325-0432
       Fax: (212) 326-4430
       E-mail: kenneth.aiani@credit-suisse.com
       E-mail: list.afconduitreports@credit-suisse.com
       E-mail: list.afconduitteam@credit-suisse.com
       E-Mail: ABCP.Monitoring@credit-suisse.com

 

  3. Reduction in Maximum Funded Amount.

 

  a. Upon the effectiveness of this Amendment, the Maximum Funded Amount shall be reduced to $450,000,000.

 

  b. In connection with such reduction, the parties hereby consent to (1) the non-ratable reduction in the Commitment of the Committed Purchaser in the Bank of America Purchaser Group to $200,000,000 and (2) the non-ratable reduction in the Commitment of the Committed Purchaser in the CS Purchaser Group to $125,000,000.

 

  c. The parties agree to waive the requirement in Section 2.05(a) of written notice at lease five Business Days before such reduction is to take place.

 

  4. Incremental Funding by the NY Life Purchaser Group and the NYLIAC Purchaser Group .

 

  a. Incremental Funding . In connection with the reduction in the Maximum Funded Amount and the non-ratable reduction in the Commitments of the Committed Purchasers in the Bank of America Purchaser Group and the CS Purchaser Group contemplated by Section 3 above, the Servicer hereby requests that (i) the NY Life Purchaser Group fund an Incremental Funding on the date hereof in a principal amount of $944,444 and (ii) the NYLIAC Purchaser Group fund an Incremental Funding on the date hereof in a principal amount of $1,416,667. Such Incremental Funding shall be funded solely by the NY Life Purchaser Group and the NYLIAC Purchaser Group on the date hereof in accordance with the terms of the Agreement and upon satisfaction of all conditions precedent thereto specified in Section 2.03(b) of the Agreement (except that the parties agree to waive the requirement in Section 2.03(b)(vii) ).

 

3

  b. Use of Proceeds of Incremental Funding .

 

  i. Notwithstanding Section 3.04(b) of the Indenture Supplement, on the date hereof the Transferor shall use the proceeds of such Incremental Funding to reduce (i) the portion of the Funded Amount held by the Bank of America Purchaser Group by $472,222 and (ii) the portion of the Funded Amount held by the CS Purchaser Group by $1,888,889 in order to cause the Funded Amount to be allocated among the Purchaser Groups pro rata in accordance with their respective Commitments after giving effect to the reduction in the Maximum Funded Amount and the non-ratable reduction in the Commitments of the Committed Purchasers in the Bank of America Purchaser Group and the CS Purchaser Group contemplated by Section 3 above.

 

  ii. If the Transferor fails to use the proceeds of such Incremental Funding in accordance with Section 4(b)(i) above, an Early Redemption Event shall be deemed to have occurred and, thereafter, any principal payment due to the Noteholders shall be applied (1) first, pro rata, in repayment of the Incremental Funded Amounts funded by the NY Life Purchaser Group and the NYLIAC Purchaser Group under Section 4(a) above and (2) thereafter, in accordance with the Transaction Documents.

 

  c. Consents . The parties hereto hereby consent to (i) the non-ratable Incremental Funding to be funded by the NY Life Purchaser Group and the NYLIAC Purchaser Group as set forth in Section 4(a) above and (ii) the non-ratable reduction in the portion of the Funded Amount held by the Bank of America Purchaser Group and the CS Purchaser Group as set forth in Section 4(b) above.

5.     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.

6.     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.

7.     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 each Bank of America, NY Life, NYLIAC and CS CIB of the applicable amendment fee pursuant to and in accordance with the Fee Letter, dated as of the date hereof and (iii) receipt by each of Bank of America and CS CIB of the applicable amount set forth in Section 4(b) above.

 

4

8.     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.

9.     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.

10.     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]

 

5

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/ Anthony Aiello
Name:   Anthony Aiello
Title:   Vice President and Treasurer

NAVISTAR FINANCIAL CORPORATION,

as the Servicer

By:   /s/ Anthony Aiello
Name:   Anthony Aiello
Title:   Vice President and Treasurer

[signatures continue on the following page]

 

S-1

BANK OF AMERICA, NATIONAL ASSOCIATION,

as the Administrative Agent

By:   /s/ Adarsh Dhand
Name:   Adarsh Dhand
Title:   Vice President

BANK OF AMERICA, NATIONAL ASSOCIATION,

as the Managing Agent

for the Bank of America Purchaser Group

By:   /s/ Adarsh Dhand
Name:   Adarsh Dhand
Title:   Vice President

BANK OF AMERICA, NATIONAL ASSOCIATION,

as the Committed Purchaser

for the Bank of America Purchaser Group

By:   /s/ Adarsh Dhand
Name:   Adarsh Dhand
Title:   Vice President

[signatures continue on the following page]

 

S-2

NEW YORK LIFE INSURANCE COMPANY,

as the Managing Agent

for the NY Life Purchaser Group

By:   /s/ Scott R. Seewald
Name:   Scott R. Seewald
Title:   Vice President

NEW YORK LIFE INSURANCE COMPANY,

as the Committed Purchaser

for the NY Life Purchaser Group

By:   /s/ Scott R. Seewald
Name:   Scott R. Seewald
Title:   Managing Director

[signatures continue on the following page]

 

S-3

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION,

as the Managing Agent

for the NYLIAC Purchaser Group

By:   NYL INVESTORS LLC, its Investment Manager
By:   /s/ Scott R. Seewald
Name:   Scott R. Seewald
Title:   Managing Director

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION,

as the Committed Purchaser

for the NYLIAC Purchaser Group

By:   NYL INVESTORS LLC, its Investment Manager
By:   /s/ Scott R. Seewald
Name:   Scott R. Seewald
Title:   Managing Director

[signatures continue on the following page]

 

S-4

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/ Chris Fera     By:   /s/ Chris Fera
 

Name: Chris Fera

Title: Vice President

     

Name: Chris Fera

Title: Authorized Signatory

By:   /s/ Patrick J. Hart     By:   /s/ Patrick J. Hart
 

Name: Patrick J. Hart

Title: Vice President

     

Name: Patrick J. Hart

Title: Authorized Signatory

ALPINE SECURITIZATION CORP.,

as assignor Conduit Purchaser

for the CS Purchaser Group

   

ALPINE SECURITIZATION LTD.,

as assignee Conduit Purchaser

for the CS Purchaser Group

By:  

Credit Suisse AG, New York Branch,

as its administrative agent

    By:  

Credit Suisse AG, New York Branch,

as its administrative agent

By:   /s/ Chris Fera     By:   /s/ Chris Fera
 

Name: Chris Fera

Title: Vice President

     

Name: Chris Fera

Title: Vice President

By:   /s/ Patrick J. Hart     By:   /s/ Patrick J. Hart
 

Name: Patrick J. Hart

Title: Vice President

     

Name: Patrick J. Hart

Title: Vice President

 

S-5

Exhibit 99.1

LOGO

 

  
  

Navistar International Corporation

2701 Navistar Dr.

Lisle, IL 60532 USA

P: 331-332-5000

W: navistar.com

Media contact:    Lyndi McMillan, Lyndi.McMillan@Navistar.com , 331-332-3181
Investor contact:    Ryan Campbell, Ryan.Campbell@Navistar.com , 331-332-7280
Web site:    www.Navistar.com/newsroom

NAVISTAR FINANCIAL ANNOUNCES VARIABLE FUNDING NOTE RENEWAL

LISLE, Ill. (November 22, 2016) – Navistar Financial Corporation (NFC) announced today that it amended and extended the variable funding notes facility (VFN) to November 18, 2017. The VFN facility was also reduced from $500 million to $450 million.

“NFC continues to be supported by our relationship banks. Our $50 million reduction in this facility is really a reflection of the strong reception our previously announced $300 million term wholesale securitization had in the market,” said Bill McMenamin, President, NFC. “That facility was upsized from $250 million to $300 million and replaced a $250 million transaction maturing, making this $50 million reduction possible and appropriate.”

NFC, an affiliate of Navistar International Corporation (NYSE: NAV), provides financing programs and services tailored to support equipment financing needs for International Truck and IC Bus dealers and customers.

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 .

Forward Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements only speak as of the date of this report and Navistar International Corporation 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, including the adequacy of liquidity to support Navistar Financial Corporation’s wholesale portfolio. 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, 2015 and our quarterly report on Form 10-Q for the period ended July 31, 2016. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our 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 herein 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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