Form SC 13D/A NAVISTAR INTERNATIONAL Filed by: MHR FUND MANAGEMENT LLC

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April 29, 2021 4:22 PM EDT

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO § 240.13d-2(a)

Amendment No. 24

Navistar International Corporation

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

63934E108

(CUSIP Number)

Janet Yeung

MHR Fund Management LLC

1345 Avenue of the Americas, 42^nd Floor

New York, New York 10105

(212) 262-0005

(Name, Address and Telephone Number of Person Authorized to Receive Notices of Communication)

April 27, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 17 Pages)


CUSIP No. 63934E108		13D		(Page 2 of 17 Pages)


(1)	Name of reporting person FUND III SUB LP
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Source of funds (see instructions) N/A
(5)	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
(6)	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 7,490,264
		(8)	Shared voting power 0
		(9)	Sole dispositive power 7,490,264
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 7,490,264
(12)	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)	Percent of class represented by amount in Row (11) 7.5%
(14)	Type of reporting person (see instructions) PN


CUSIP No. 63934E108		13D		(Page 3 of 17 Pages)


(1)	Name of reporting person FUND III SUB1 LP
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Source of funds (see instructions) N/A
(5)	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
(6)	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 7,490,264
		(8)	Shared voting power 0
		(9)	Sole dispositive power 7,490,264
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 7,490,264
(12)	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)	Percent of class represented by amount in Row (11) 7.5%
(14)	Type of reporting person (see instructions) PN


CUSIP No. 63934E108		13D		(Page 4 of 17 Pages)


(1)	Name of reporting person MHR INSTITUTIONAL PARTNERS III LP
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Source of funds (see instructions) WC
(5)	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 14,980,528
		(8)	Shared voting power 0
		(9)	Sole dispositive power 14,980,528
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 14,980,528
(12)	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)	Percent of class represented by amount in Row (11) 15.0%
(14)	Type of reporting person (see instructions) PN


CUSIP No. 63934E108		13D		(Page 5 of 17 Pages)


(1)	Name of reporting person MHR INSTITUTIONAL ADVISORS III LLC
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Source of funds (see instructions) AF
(5)	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 14,980,528
		(8)	Shared voting power 0
		(9)	Sole dispositive power 14,980,528
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 14,980,528
(12)	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)	Percent of class represented by amount in Row (11) 15.0%
(14)	Type of reporting person (see instructions) OO


CUSIP No. 63934E108		13D		(Page 6 of 17 Pages)


(1)	Name of reporting person MHR FUND MANAGEMENT LLC
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Source of funds (see instructions) AF
(5)	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 16,225,000
		(8)	Shared voting power 0
		(9)	Sole dispositive power 16,225,000
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 16,225,000
(12)	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)	Percent of class represented by amount in Row (11) 16.3%
(14)	Type of reporting person (see instructions) OO


CUSIP No. 63934E108		13D		(Page 7 of 17 Pages)


(1)	Name of reporting person MHR HOLDINGS LLC
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Source of funds (see instructions) AF
(5)	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
(6)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 16,225,000
		(8)	Shared voting power 0
		(9)	Sole dispositive power 16,225,000
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 16,225,000
(12)	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)	Percent of class represented by amount in Row (11) 16.3%
(14)	Type of reporting person (see instructions) OO


CUSIP No. 63934E108		13D		(Page 8 of 17 Pages)


(1)	Name of reporting person MARK H. RACHESKY, M.D.
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Source of funds (see instructions) AF
(5)	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
(6)	Citizenship or place of organization United States of America
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 16,302,638
		(8)	Shared voting power 0
		(9)	Sole dispositive power 16,302,638
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 16,302,638
(12)	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)	Percent of class represented by amount in Row (11) 16.3%
(14)	Type of reporting person (see instructions) IN; HC

TABLE OF CONTENTS


Item 2. Identity and Background			11
Item 5. Interests in Securities of the Issuer			12
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer			15
Item 7. Material to be Filed as Exhibits			16
SIGNATURES			17

Page 9 of 17

Explanatory Note

This statement on Schedule 13D (this “Statement”) amends and supplements, as Amendment No. 24, the Schedule 13D filed on June 15, 2012 (the “Initial Schedule 13D”), which was amended on June 25, 2012 by Amendment No. 1 to the Initial Schedule 13D (“Amendment No. 1”), on July 10, 2012 by Amendment No. 2 to the Initial Schedule 13D (“Amendment No. 2”), on October 9, 2012 by Amendment No. 3 to the Initial Schedule 13D (“Amendment No. 3”), on October 26, 2012 by Amendment No. 4 to the Initial Schedule 13D (“Amendment No. 4”), on December 12, 2012 by Amendment No. 5 to the Initial Schedule 13D (“Amendment No. 5”), on July 15, 2013 by Amendment No. 6 to the Initial Schedule 13D (“Amendment No. 6”), on July 17, 2013 by Amendment No. 7 to the Initial Schedule 13D (“Amendment No. 7”), on March 11, 2014 by Amendment No. 8 to the Initial Schedule 13D (“Amendment No. 8”), on April 11, 2014 by Amendment No. 9 to the Initial Schedule 13D (“Amendment No. 9”), on June 24, 2015 by Amendment No. 10 to the Initial Schedule 13D (“Amendment No. 10”), on December 18, 2014 by Amendment No. 11 to the Initial Schedule 13D (“Amendment No. 11”), on January 30, 2015 by Amendment No. 12 to the Initial Schedule 13D (“Amendment No. 12”), on June 11, 2015 by Amendment No. 13 to the Initial Schedule 13D (“Amendment No. 13”), on July 27, 2015 by Amendment No. 14 to the Initial Schedule 13D (“Amendment No. 14”), on September 4, 2015 by Amendment No. 15 to the Schedule 13D (“Amendment No. 15”), on December 18, 2015 by Amendment No. 16 to the Initial Schedule 13D (“Amendment No. 16”), on September 6, 2016 by Amendment No. 17 to the Initial Schedule 13D (“Amendment No. 17”), on September 21, 2016 by Amendment No. 18 to the Initial Schedule 13D (“Amendment No. 18”), on March 3, 2017 by Amendment No. 19 to the Initial Schedule 13D (“Amendment No. 19”), on April 18, 2018 by Amendment No. 20 to the Initial Schedule 13D (“Amendment No. 20”), on October 16, 2020 by Amendment No. 21 to the Initial Schedule 13D (“Amendment No. 21”), on November 9, 2020 by Amendment No. 22 to the Initial Schedule 13D (“Amendment No. 22” ) and on December 17, 2020 by Amendment No. 23 to the Initial Schedule 13D (“Amendment No. 23” and together with Amendment No. 1 through Amendment No. 22 and the Initial Schedule 13D, the “Schedule 13D”), and relates to shares of common stock, par value $0.10 per share (the “Common Stock”), of Navistar International Corporation (the “Issuer”). Except as otherwise provided, capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 23.

Page 10 of 17

Item 2. Identity and Background.

Item 2 is hereby amended by deleting such item in its entirety and replacing it with the following:

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

Fund III Sub LP, a Cayman Islands limited partnership (“Fund III Sub”);

Fund III Sub1 LP, a Cayman Islands limited partnership (“Fund III Sub1”);

MHR Institutional Partners III LP, Delaware limited partnership (“Institutional Partners III”);

MHR Institutional Advisors III LLC, a Delaware limited liability company (“Institutional Advisors III”);

MHR Fund Management LLC, a Delaware limited liability company (“Fund Management”);

MHR Holdings LLC, a Delaware limited liability company (“MHR Holdings”); and

Mark H. Rachesky, M.D. (“Dr. Rachesky”).

This Statement relates to securities held for the accounts of each of CPM Sub1 LP, a limited partnership organized in the Cayman Islands (“CPM Sub”), CP100 Sub1 LP, a limited partnership organized in the Cayman Islands (“CP(100) Sub”), Fund III Sub and Fund III Sub1. MHR Capital Partners Master Account LP is a limited partnership organized in Anguilla, British West Indies (“Master Account”) that is the sole limited partner of, and has a nominee agreement with, CPM Sub and, accordingly, may be deemed to beneficially own the shares of Common Stock held for the account of CPM Sub. MHR Capital Partners (100) LP is a Delaware limited partnership (“Capital Partners (100)”) that is the sole limited partner of, and has a nominee agreement with, CP(100) Sub and, accordingly, may be deemed to beneficially own the shares of Common Stock held for the account of CP(100) Sub. Institutional Partners III is the sole partner of each of, and has a nominee agreement with each of, Fund III Sub and Fund III Sub1 and, accordingly, may be deemed to beneficially own the shares of Common Stock held for the accounts of each of Fund III Sub and Fund III Sub1, respectively.

MHR Advisors LLC (“Advisors”) is the general partner of each of Master Account, CPM Sub, Capital Partners (100) and CP(100) Sub and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the accounts of each of CPM Sub and CP(100) Sub, respectively. MHRC LLC, a Delaware limited liability company (“MHRC”), is the managing member of Advisors and, in such capacity may be deemed to beneficially own the shares of Common Stock held for the account of each of CPM Sub and CP(100) Sub, respectively. Institutional Advisors III is the general partner of each of Institutional Partners III, Fund III Sub and Fund III Sub1 and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the accounts of each of Fund III Sub and Fund III Sub1, respectively.

Fund Management is a Delaware limited liability company that is an affiliate of and has an investment management agreement with Master Account, Capital Partners (100) and Institutional Partners III and other affiliated entities, pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares of Common Stock reported herein and, accordingly, Fund Management may be deemed to beneficially own the shares of Common Stock reported herein which are held for the accounts of CPM Sub, CP(100) Sub, Fund III Sub and Fund III Sub1.

MHR Holdings, a Delaware limited liability company, is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own the shares of Common Stock that are deemed to be beneficially owned by Fund Management. Dr. Rachesky is the managing member of MHRC, Institutional Advisors III and MHR Holdings and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the accounts of CPM Sub, CP(100) Sub, Fund III Sub and Fund III Sub1.

The Reporting Persons:

The principal business of each of Fund III Sub, Fund III Sub1 and Institutional Partners III is investment in securities. Institutional Advisors III is a Delaware limited liability company and the general partner of Fund III Sub, Fund III Sub1 and Institutional Partners III. The principal business of Institutional Advisors III is to provide management and advisory services to Fund III Sub, Fund III Sub1 and Institutional Partners III. Fund Management is a Delaware limited liability company. The principal business of Fund Management is to provide management and advisory services to each of Master Account, Capital Partners (100) and Institutional Partners III and to other affiliated entities. MHR Holdings is a Delaware limited liability company and the managing member of Fund Management. The principal business of MHR Holdings is to act as the managing member of Fund Management. Current information concerning the identity and background of the officer of Institutional Advisors III, Fund Management and MHR Holdings is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. Dr. Rachesky is the managing member of Advisors, Institutional Advisors III and MHR Holdings. The principal occupation of Dr. Rachesky, a United States citizen, is investment management.

The principal business address for each of Fund III Sub and Fund III Sub1 is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands. The principal business address for each of Institutional Partners III, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky is 1345 Avenue of the Americas, 42 Floor, New York, New York 10105.

During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding or (b) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which he or it has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Page 11 of 17

Item 5. Interests in Securities of the Issuer.

Item 5 is hereby amended by deleting such item in its entirety and replacing it with the following:

The percentages set forth below are based on 99,715,656 shares of Common Stock outstanding as of February 28, 2021, as disclosed by the Issuer on the Issuer’s Quarterly Report on Form 10-Q filed March 9, 2021.

(a)(i) CPM Sub may be deemed to be the beneficial owner of 1,099,046 shares of Common Stock held for its own account (approximately 1.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d–3(d)(1)(i) under the Act).

(ii) Master Account may be deemed to be the beneficial owner of 1,099,046 shares of Common Stock (approximately 1.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d–3(d)(1)(i) under the Act). This number consists of 1,099,046 shares of Common Stock held for the account of CPM Sub.

(iii) CP(100) Sub may be deemed to be the beneficial owner of 145,426 shares of Common Stock held for its own account (approximately 0.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d–3(d)(1)(i) under the Act).

(iv) Capital Partners (100) may be deemed to be the beneficial owner of 145,426 shares of Common Stock (approximately 0.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d–3(d)(1)(i) under the Act). This number consists of 145,426 shares of Common Stock held for the account of CP(100) Sub.

(v) Fund III Sub may be deemed to be the beneficial owner of 7,490,264 shares of Common Stock held for its own account (approximately 7.5% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d–3(d)(1)(i) under the Act).

(vi) Fund III Sub1 may be deemed to be the beneficial owner of 7,490,264 shares of Common Stock held for its own account (approximately 7.5% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d–3(d)(1)(i) under the Act).

(vii) Institutional Partners III may be deemed to be the beneficial owner of 14,980,528 shares of Common Stock (approximately 15% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d–3(d)(1)(i) under the Act). This number consists of 7,490,264 shares of Common Stock held for the account of Fund III Sub and 7,490,264 shares of Common Stock held for the account of Fund III Sub1.

(viii) Institutional Advisors III may be deemed to be the beneficial owner of 14,980,528 shares of Common Stock (approximately 15.0% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d–3(d)(1)(i) under the Act). This number consists of all the shares of Common Stock otherwise described in this Item 5 by virtue of Institutional Advisors III’s position as the general partner of Institutional Partners III, Fund III Sub and Fund III Sub1.

(ix) Advisors may be deemed to be the beneficial owner of 1,244,472 shares of Common Stock (approximately 1.2% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d–3(d)(1)(i) under the Act). This number consists of all the shares of Common Stock otherwise described in this Item 5 by virtue of Advisors’ position as the general partner of Master Account, Capital Partners (100), CPM Sub and CP(100) Sub.

(x) MHRC LLC may be deemed the beneficial owner of 1,244,472 shares of Common Stock (approximately 1.2% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the shares of Common Stock otherwise described in Item 5(a)(iii) by virtue of MHRC’s position as the managing member of Advisors.

(xi) Fund Management may be deemed to be the beneficial owner of 16,225,000 shares of Common Stock (approximately 16.3% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d–3(d)(1)(i) under the Act). This number consists of all of the shares of Common Stock otherwise described in this Item 5 by virtue of Fund Management’s investment management agreement with Master Account, Capital Partners (100) and Institutional Partners III.

(xii) MHR Holdings may be deemed to be the beneficial owner of 16,225,000 shares of Common Stock (approximately 16.3% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d–3(d)(1)(i) under the Act). This number consists of all of the shares of Common Stock otherwise described in this Item 5 by virtue of MHR Holdings’ position as the managing member of Fund Management.

(xiii) Dr. Rachesky may be deemed to be the beneficial owner of 16,302,638 shares of Common Stock (approximately 16.3% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d–3(d)(1)(i) under the Act). This number consists of (A) all of the shares of Common Stock otherwise described in this Item 5 by virtue of Dr. Rachesky’s position as the managing member of each of MHRC, Institutional Advisors III and MHR Holdings, (B) 52,638 shares of Common Stock held directly and (C) 25,000 shares of Common Stock that can be obtained upon the exercise of certain stock options.

Page 12 of 17

(b)(i) CPM Sub may be deemed to have (x) the sole power to direct the disposition of 1,099,046 shares of Common Stock which may be deemed to be beneficially owned by CPM Sub as described above, and (y) the sole power to direct the voting of 1,099,046 shares of Common Stock which may be deemed to be beneficially owned by CPM Sub as described above.

(ii) Master Account may be deemed to have (x) the sole power to direct the disposition of 1,099,046 shares of Common Stock which may be deemed to be beneficially owned by Master Account as described above, and (y) the sole power to direct the voting of 1,099,046 shares of Common Stock which may be deemed to be beneficially owned by Master Account as described above.

(iii) CP(100) Sub may be deemed to have (x) the sole power to direct the disposition of 145,426 shares of Common Stock which may be deemed to be beneficially owned by CP(100) Sub as described above, and (y) the sole power to direct the voting of 145,426 shares of Common Stock which may be deemed to be beneficially owned by CP(100) Sub as described above.

(iv) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 145,426 shares of Common Stock which may be deemed to be beneficially owned by Capital Partners (100) as described above, and (y) the sole power to direct the voting of 145,426 shares of Common Stock which may be deemed to be beneficially owned by Capital Partners (100) as described above.

(v) Fund III Sub may be deemed to have (x) the sole power to direct the disposition of 7,490,264 shares of Common Stock which may be deemed to be beneficially owned by Fund III Sub as described above, and (y) the sole power to direct the voting of 7,490,264 shares of Common Stock which may be deemed to be beneficially owned by Fund III Sub as described above.

(vi) Fund III Sub1 may be deemed to have (x) the sole power to direct the disposition of 7,490,264 shares of Common Stock which may be deemed to be beneficially owned by Fund III Sub1 as described above, and (y) the sole power to direct the voting of 7,490,264 shares of Common Stock which may be deemed to be beneficially owned by Fund III Sub1 as described above.

(vii) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 14,980,528 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners III as described above, and (y) the sole power to direct the voting of 14,980,528 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners III as described above.

(viii) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 14,980,528 shares of Common Stock which may be deemed to be beneficially owned by Institutional Advisors III as described above, and (y) the sole power to direct the voting of 14,980,528 shares of Common Stock which may be deemed to be beneficially owned by Institutional Advisors III as described above.

(ix) Advisors may be deemed to have (x) the sole power to direct the disposition of 1,244,472 shares of Common Stock which may be deemed to be beneficially owned by Advisors as described above, and (y) the sole power to direct the voting of 1,244,472 shares of Common Stock which may be deemed to be beneficially owned by Advisors as described above.

(x) MHRC may be deemed to have (x) the sole power to direct the disposition of 1,244,472 shares of Common Stock which may be deemed to be beneficially owned by MHRC as described above, and (y) the sole power to direct the voting of 1,244,472 shares of Common Stock which may be deemed to be beneficially owned by MHRC as described above.

(xi) Fund Management may be deemed to have (x) the sole power to direct the disposition of 16,225,000 shares of Common Stock which may be deemed to be beneficially owned by Fund Management as described above, and (y) the sole power to direct the voting of 16,225,000 shares of Common Stock which may be deemed to be beneficially owned by Fund Management as described above.

(xii) MHR Holdings may be deemed to have (x) the sole power to direct the disposition of 16,225,000 shares of Common Stock which may be deemed to be beneficially owned by MHR Holdings as described above, and (y) the sole power to direct the voting of 16,225,000 shares of Common Stock which may be deemed to be beneficially owned by MHR Holdings as described above.

(xiii) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 16,302,638 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above, and (y) the sole power to direct the voting of 16,302,638 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above.

(c) On March 31, 2021, Dr. Rachesky was granted 767 shares of Common Stock. On March 3, 2021, Dr. Rachesky was granted 3,389 restricted share units that will vest in full on the earlier of (x) March 2, 2022 or (y) the consummation of the transactions contemplated by the Merger Agreement.

(d)(i) Master Account, as the partner of CPM Sub, has the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Stock held for the account of CPM Sub in accordance with its partnership interests in CPM Sub. The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Stock held for the account of CPM Sub in accordance with their partnership interests in Master Account.

(ii) Capital Partners (100), as the partner of CP(100) Sub, has the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Stock held for the account of CP(100) Sub in accordance with its partnership interests in CP(100) Sub. The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Stock held for the account of CP(100) Sub in accordance with their partnership interests in Capital Partners (100).

Page 13 of 17

(iii) Institutional Partners III, as the partner of Fund III Sub, has the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Stock held for the account of Fund III Sub in accordance with its partnership interests in Fund III Sub. The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Stock held for the account of Fund III Sub in accordance with their partnership interests in Institutional Partners III.

(iv) Institutional Partners III, as the partner of Fund III Sub1, has the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Stock held for the account of Fund III Sub1 in accordance with its partnership interests in Fund III Sub1. The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Stock held for the account of Fund III Sub1 in accordance with their partnership interests in Institutional Partners III.

(e) Not Applicable.

Page 14 of 17

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended by adding the following:

On April 27, 2021, (i) Institutional Partners III and Fund III Sub entered into a nominee agreement (the “Fund III Sub Nominee Agreement”) and (ii) Institutional Partners III and Fund III Sub1 entered into a nominee agreement (the “Fund III Sub1 Nominee Agreement” and together with the Fund III Sub Nominee Agreement, the “Nominee Agreements”).

Pursuant to the Nominee Agreements, the respective parties agreed, among other things, (i) to transfer the beneficial ownership of 7,490,264 shares of Common Stock from Institutional Partners III to Fund III Sub, (ii) to transfer 7,490,264 shares of Common Stock from Institutional Partners III to Fund III Sub1, (iii) to designate and appoint Institutional Partners III as the exclusive nominee and agent to Fund III Sub for the express purpose of holding the record title to the shares described above and acting on Fund III Sub’s behalf in connection with the administration of such shares and (iv) to designate and appoint Institutional Partners III as the exclusive nominee and agent to Fund III Sub1 for the express purpose of holding the record title to the shares described above and acting on Fund III Sub1’s behalf in connection with the administration of such shares. The Fund III Sub Nominee Agreement may be terminated at any time by Fund III Sub by providing written notice to Institutional Partners III. The Fund III Sub1 Nominee Agreement may be terminated at any time by Fund III Sub1 by providing written notice to Institutional Partners III.

The preceding paragraph is qualified in its entirety by reference to the terms of the Nominee Agreements, forms of which are filed as Exhibit 1 and Exhibit 2 hereto and are incorporated herein by reference.

Page 15 of 17

Item 7. Material to be Filed as Exhibits.


Exhibit No.		Description

1		Fund III Sub Nominee Agreement, effective as of April 27, 2021, by and between MHR Institutional Partners III LP and Fund III Sub LP.

2		Fund III Sub1 Nominee Agreement, effective as of April 27, 2021, by and between MHR Institutional Partners III LP and Fund III Sub1 LP.

Page 16 of 17

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: April 29, 2021


FUND III SUB LP

By:		MHR Institutional Advisors III LLC, its General Partner

By:		/s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory

FUND III SUB1 LP

By:		MHR Institutional Advisors III LLC, its General Partner

By:		/s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory

MHR INSTITUTIONAL PARTNERS III LP

By:		MHR Institutional Advisors III LLC, its General Partner

By:		/s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory

MHR INSTITUTIONAL ADVISORS III LLC

By:		/s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory

MHR FUND MANAGEMENT LLC

By:		/s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory

MHR HOLDINGS LLC

By:		/s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory

MARK H. RACHESKY, M.D.

By:		/s/ Janet Yeung, Attorney in Fact

Page 17 of 17

Annex A


Reporting Person	Name/Citizenship	Principal Occupation	Business Address
Fund Management	Mark H. Rachesky, M.D. (United States)	President	1345 Avenue of the Americas, 42nd Floor New York, New York 10105

MHR Holdings	Mark H. Rachesky, M.D. (United States)	President and Managing Member	1345 Avenue of the Americas, 42nd Floor New York, New York 10105

Institutional Advisors III	Mark H. Rachesky, M.D. (United States)	President and Managing Member	1345 Avenue of the Americas, 42nd Floor New York, New York 10105

Exhibit 1

NOMINEE AGREEMENT

This Nominee Agreement (the “Agreement”), effective as of April 27, 2021 (the “Effective Date”), is made and entered into by and between MHR Institutional Partners III LP (“Nominee”) and Fund III Sub LP (the “Company”, and together with Nominee, the “Parties”).

WITNESSETH

WHEREAS, Nominee acquired those certain assets set forth on Schedule A (the “Property”);

WHEREAS, the Nominee owns one hundred percent of the limited partnership interest of the Company;

WHEREAS, the Parties desire (i) that the Company be treated as the beneficial owner of the Property in all respects as of the Effective Date and (ii) to appoint Nominee to act as the Company’s nominee with respect to the Property and for the express purpose of holding record title to the Property and administering the Property on the Company’s behalf; and

WHEREAS, Nominee desires to act as the Company’s agent upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements and covenants in this Agreement, and for other good and valuable consideration, the parties agree as follows:

1. Purpose of this Agreement. The Parties hereby agree that as of the Effective Date, the beneficial ownership of the Property is transferred from the Nominee to the Company. The Company hereby designates and appoints Nominee as the Company’s nominee and agent for the express purpose of holding the record title to the Property and acting on the Company’s behalf in connection with the administration of the Property. Nominee shall hold record title with respect to the Property and all claims and payments relating to, or received in connection with, such Property, and will take such action with respect to the Property as it shall be directed to take by the Company. The Parties acknowledge and agree that Nominee holds the record title to the Property and acts exclusively as a nominee of and agent for the Company with respect to the Property, and that the Company possess all of the benefits and burdens of the ownership of the Property, including, without limitation, the economic benefits of, and the ownership of, the Property for U.S. federal income tax purposes.

2. Authority of Nominee. Nominee shall have no authority to sign any document, make any decisions, or do or perform any act whatsoever relating to the Company’s rights and ownership in the Property prior to obtaining the Company’s written consent unless otherwise expressly authorized in this Agreement. Notwithstanding anything in this Agreement to the contrary, the Nominee is expressly authorized to act as may be necessary or desirable to administer and manage the Property.

3. Required Action. Upon direction (written or oral) by the Company, Nominee shall execute any documents or instruments relating to or in connection with the Property.

4. Distributions. Upon receipt by Nominee of any income, proceeds or other available cash relating to any portion of the Property beneficially owned the Company, Nominee shall first pay all outstanding amounts due and payable to lenders or creditors with respect to such Property and shall remit the balance of such proceeds, if any, to the Company as soon as practicable after receipt thereof. In addition, Nominee shall promptly deliver to the Company any reports or other information received by Nominee relating to the Property.

5. Agent for Nominee. Nominee, with the specific authorization of the Company, but not otherwise, may appoint any person, firm, or corporation to act as its agent or representative for the purpose of performing any function that Nominee is or may be authorized by the Company to perform.

6. Liability, Expenses and Reimbursement. The Company shall be liable for all costs, expenses, taxes, and other charges arising in connection with Nominee’s holding record title to the Property on and after the Effective Date. The Company shall reimburse Nominee for any such costs, expenses, taxes, and charges that Nominee is required to pay and for the actual cost to Nominee of any services for which Nominee contracts for the purpose of complying with the directions (written or oral) of the Company, including, but not limited to, all costs and expenses incurred directly in connection with transactions effected on behalf of the Company pursuant to this Agreement, the costs of legal, accounting, and other professional services and advice, administrative and management costs, and franchise and other federal, state, and local taxes. In no event shall Nominee be obligated or authorized to expend, out of its own funds, any amounts in connection with transactions effected for the account of the Company.

9. Indemnification. In consideration of Nominee acting on behalf of the Company in the capacities described in this Agreement, the Company agrees to indemnify and hold harmless Nominee, its partners, directors, officers, employees and agents from and against any claims, expenses (including attorneys’ fees), damages, causes of action, liabilities, or proceedings arising from or related to (a) Nominee holding record title to the Property pursuant to the terms of this Agreement; (b) Nominee acting in accordance with any directions (written or oral) from the Company or the Company’s agent; (c) any and all liens or other encumbrances against the Property either created by the Company or Nominee pursuant to the Company’s or the Company’s agent’s express direction (written or oral); and (d) any and all taxes or withholdings imposed with respect to the Property for any period on and after the Effective Date.

10. Termination. The Company may terminate this Agreement at any time by giving written notice to Nominee. The termination shall be effective upon the receipt of such written notice by Nominee. All action taken pursuant to the terms of this Agreement by Nominee prior to the receipt of the written notice of termination shall be valid and binding upon the Company. Upon termination of this Agreement, Nominee shall immediately convey, assign, and transfer to the Company, or any agent or other nominee designated by the Company, record title to the Property, with such conveyance to be made in the manner directed by the Company.

11. Amendment. This Agreement may be amended, modified, or supplemented only by the written consent of the Company and Nominee.

12. Interpretation; Severability. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid portion thereof eliminated. The intention of the Parties is that they would have executed the remaining portion of this Agreement including therein any such part, parts, or portion which may, for any reason, be hereafter declared invalid.

13. Binding Effect. This Agreement shall be binding upon the Parties and their beneficiaries, assigns, successors, heirs, executors, and administrators.

14. Governing Law. This Agreement shall be governed and construed under the laws of the state of New York and without regard to the conflict of law rules thereof.

15. Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile or other electronic means, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be fully executed as of the date stated above.


COMPANY:

FUND III SUB LP
BY: MHR INSTITUTIONAL ADVISORS III LLC, ITS GENERAL PARTNER

By:		/s/ Janet Yeung
Name:		Janet Yeung
Title:		Authorized Signatory

NOMINEE:



MHR INSTITUTIONAL PARTNERS III LP
BY: MHR INSTITUTIONAL ADVISORS III LLC, ITS GENERAL PARTNER

By:		/s/ Janet Yeung
Name:		Janet Yeung
Title:		Authorized Signatory

Signature Page to Nominee Agreement

SCHEDULE A

7,490,264 shares of common stock, par value $0.10 per share, of Navistar International Corporation

Exhibit 2

NOMINEE AGREEMENT

This Nominee Agreement (the “Agreement”), effective as of April 27, 2021 (the “Effective Date”), is made and entered into by and between MHR Institutional Partners III LP (“Nominee”) and Fund III Sub1 LP (the “Company”, and together with Nominee, the “Parties”).