Form 8-K NAVISTAR INTERNATIONAL For: Oct 30

 

 

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): October 30, 2015

 

 

 

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))

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On October 30, 2015, 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, Alpine Securitization Corp., as a conduit purchaser, Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser, and Deutsche Bank AG, New York Branch, as a managing agent and as a committed purchaser (“Deutsche Bank”) (collectively, the “Purchaser Parties”), entered into Amendment No. 5 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 October 28, 2016, provide the payment in full of amounts owing to Deutsche Bank and reduce Deutsche Bank’s commitment to zero.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

The following documents are filed herewith:

 

Exhibit No.		Description
10.1		Amendment No. 5 to the Note Purchase Agreement, dated as of October 30, 2015, 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 a conduit purchaser, Deutsche Bank AG, New York Branch, as a managing agent and as a committed 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.

 

Dated: November 4, 2015

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Amendment No. 5 to the Note Purchase Agreement, dated as of October 30, 2015, 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 a conduit purchaser, Deutsche Bank AG, New York Branch, as a managing agent and as a committed purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser.

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 5

TO

NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT (this “Amendment”) dated as of October 30, 2015, is entered into among Navistar Financial Securities Corporation, as the Seller (the “Seller”), Navistar Financial Corporation, as the Servicer (the “Servicer”), Deutsche Bank AG, New York Branch (“Deutsche Bank”), 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”), as a Conduit Purchaser, and Bank of America, National Association (“Bank of America”; together with Deutsche Bank, 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 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, and Amendment No. 4 to Note Purchase Agreement dated as of January 26, 2015, the “Agreement”).

B. The parties to the Agreement desire to extend the Scheduled Purchase Expiration Date to October 28, 2016, and to further amend the Agreement as set forth in this Amendment.

C. With the consent of the parties hereto, effective as of the date of this Amendment, (i) the Issuing Entity desires to pay in full the principal and interest owing with respect to the Series 2012-VFN Note held by the Deutsche Bank Purchaser Group and to reduce the Commitment of Deutsche Bank to zero and (ii) the members of the Deutsche Bank Purchaser Group shall cease to be parties to the Agreement.

D. Pursuant to Sections 2.04 and 11.01 of the Agreement, the parties to the Agreement desire to further amend the Agreement as hereafter set forth.

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

1. Incremental Funding by the Bank of America Purchaser Group and the Alpine Purchaser Group.

a. Incremental Funding. The Servicer hereby requests that the Bank of America Purchaser Group and the Alpine Purchaser Group fund an Incremental Funding on the date hereof in principal amount of $61,250,000 on a pro rata basis based on the respective Purchaser Percentages of the Committed Purchasers in such Purchaser Groups, determined after giving effect to the termination of Deutsche Bank’s Commitment. Such

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Incremental Funding shall be funded solely by the Bank of America Purchaser Group and the Alpine 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)).

b. Consents. The parties hereto hereby consent to (i) the non-ratable Incremental Funding to be funded by the Bank of America Purchaser Group and the Alpine Purchaser Group as set forth in clause (a) above and (ii) the non-ratable payoff of Deutsche Bank as set forth in Section 2 below.

2. Termination of Deutsche Bank Purchaser Group.

a. Payoff Amount. Not later than 3:00 p.m. New York City time on the date hereof, the Issuing Entity shall pay (or caused to be paid) to Deutsche Bank, as Managing Agent for the Deutsche Bank Purchaser Group, the following amounts with respect to the Series 2012-VFN Note held by Deutsche Bank on behalf of the Deutsche Bank Purchaser Group:

Principal: $61,250,000

Accrued Series 2012-VFN Monthly Interest: $7,483.06

Accrued Non-Use Fees: $5,166.67

b. Termination. Deutsche Bank acknowledges and agrees that the amounts described in Section 2(a) above (the “Payoff Amount”) constitute all amounts due and owing to the Deutsche Bank Purchaser Group. Upon payment in full of the Payoff Amount to Deutsche Bank by no later than 3:00 p.m. New York City time on the date hereof, the Commitment of Deutsche Bank shall be reduced to zero, and the members of the Deutsche Bank Purchaser Group shall cease to be parties to the Agreement.

c. Reduction in Maximum Funded Amount.

i. Following the termination contemplated by Section 2(b) above, the Maximum Funded Amount shall be reduced to $375,000,000.

ii. 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.

d. Cancellation of Series 2012-VFN Note. On the date hereof, Deutsche Bank shall deliver the Series 2012-VFN Note held by the Deutsche Bank Purchaser Group to the Indenture Trustee for cancellation.

 

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3. Amendments to Agreement.

a. The definitions of “Deutsche Bank”, “Deutsche Bank Alternate Rate”, “Deutsche Bank Purchaser Group” and “Deutsche Bank Spread” in Section 1.01 of the Agreement are hereby deleted in their entirety.

b. Clause (B)(iii) of the definition of “LIBOR” in Section 1.01 of the Agreement is hereby amended by adding the following proviso to the end thereof:

“; provided that in the event the rate determined in accordance with clause (A) or (B) above is below zero, such rate will be deemed to be zero”.

c. The definition of “Scheduled Purchase Expiration Date” in Section 1.01 of the Agreement is hereby amended to replace the date “January 25, 2016” set forth therein with the date “October 28, 2016”.

d. In furtherance of the termination of the members of the Deutsche Bank Purchaser Group as parties to this Agreement, all other remaining references to “Deutsche Bank”, “Deutsche Bank Alternate Rate”, “Deutsche Bank Purchaser Group” and “Deutsche Bank Spread” shall be deemed be of no further effect, and all provisions referencing such terminated parties shall be read to give effect to the termination contemplated by Section 2 of this Amendment.

4. 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.

5. 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.

6. 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) satisfaction of each of the conditions precedent described in Section 2.04 of the Agreement, (iii) receipt by each Managing Agent of the applicable Amendment Fee pursuant to and in accordance with the Fourth Amended and Restated Fee Letter, dated as of the date hereof, (iv) receipt by Deutsche Bank of the Payoff Amount, and (v) receipt and cancellation by the Indenture Trustee of the Series 2012-VFN Note held by Deutsche Bank on behalf of the Deutsche Bank Purchaser Group.

 

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7. 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.

8. 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.

9. 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.

 

NAVISTAR FINANCIAL SECURITIES CORPORATION, as the Seller

By:		/s/ Mary Ellen Kummer
		Name: Mary Ellen Kummer
		Title:   Vice President and Treasurer
NAVISTAR FINANCIAL CORPORATION, as the Servicer
By:		/s/ Mary Ellen Kummer
		Name: Mary Ellen Kummer
		Title:   Vice President and Treasurer

[signatures continue on the following page]

 

		S-1		NAVMOT II Series 2012-VFN
				Amendment No. 5 to Note Purchase Agreement

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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		NAVMOT II Series 2012-VFN
				Amendment No. 5 to Note Purchase Agreement

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DEUTSCHE BANK AG, NEW YORK BRANCH,

as the Managing Agent

for the Deutsche Bank Purchaser Group

 

By:		/s/ Joseph McElroy
		Name: Joseph McElroy
		Title:   Director

 

By:		/s/ Daniel Gerber
		Name: Daniel Gerber
		Title:   Director

DEUTSCHE BANK AG, NEW YORK BRANCH,

as the Committed Purchaser

for the Deutsche Bank Purchaser Group

 

By:		/s/ Joseph McElroy
		Name: Joseph McElroy
		Title:   Director

 

By:		/s/ Daniel Gerber
		Name: Daniel Gerber
		Title:   Director

[signatures continue on the following page]

 

		S-3		NAVMOT II Series 2012-VFN
				Amendment No. 5 to Note Purchase Agreement

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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/ Patrick J. Hart				By:		/s/ Patrick J. Hart
		Name: Patrick J. Hart						Name: Patrick J. Hart
		Title:   Vice President						Title:   Vice President
By:		/s/ Erin McCutcheon				By:		/s/ Erin McCutcheon
		Name: Erin McCutcheon						Name: Erin McCutcheon
		Title:   Vice President						Title:   Vice President

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/ Patrick J. Hart
		Name: Patrick J. Hart
		Title:   Vice President

 

By:		/s/ Erin McCutcheon
		Name: Erin McCutcheon
		Title:   Vice President

 

		S-4		NAVMOT II Series 2012-VFN
				Amendment No. 5 to Note Purchase Agreement

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