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.
SOURCE: Navistar
