Curt Kramer
Navistar International Corporation
2701 Navistar Drive
Lisle, IL 60532
(331) 332-3186
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Dr. Klaus Schartel
TRATON SE
Dachauer Str. 641
80995 München
+49 89 36098 70
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Dr. Marcus Hellmann
Volkswagen AG
Berliner Ring 2
38440 Wolfsburg, Germany
+49-5361-9-0
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Do Young Kim
Dusk Inc.
c/o TRATON SE
Dachauer Str. 641
80995 München
+49 89 36098 70
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Do Young Kim
TRATON US Inc.
c/o TRATON SE
Dachauer Str. 641
80995 München
+49 89 36098 70
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Frank Aquila
Scott B. Crofton
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
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George R. Bason, Jr.
Michael Davis
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
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Peter Cohen-Millstein
Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
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a.
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☒
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The filing of solicitation materials or an information statement subject to Regulation 14A (§§ 240.14a‑1 through 240.14b-2), Regulation 14C (§§ 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§ 240.13e‑3(c)) under the Securities Exchange
Act of 1934 (the “Exchange Act”).
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b.
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☐
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The filing of a registration statement under the Securities Act of 1933.
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c.
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☐
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A tender offer.
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d.
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☐
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None of the above.
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Transaction Valuation*
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Amount of Filing Fee**
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$3,719,682,063.30
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$405,817.31
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* |
Solely for the purpose of calculating the filing fee, the aggregate value of the transaction was calculated as the sum of: (A) 99,602,271 shares of common stock, par value $0.10 per share (the “common stock”), issued and outstanding as of
December 17, 2020 less 16,629,667 shares of common stock owned by TRATON SE and its subsidiaries, multiplied by $44.50; (B) 70,182 shares of Series D Convertible Junior Preference Stock, par value $1.00 per share (the “Series D Stock”),
issued and outstanding as of December 17, 2020, multiplied by 0.3125 (which is the conversion rate of Series D Stock to common stock), multiplied by $44.50; (C) 980,029 shares of common stock, which is the total of 1,346,135 shares issuable
upon the exercise of the Company’s outstanding options, warrants and rights minus 306,515 restricted stock units, 31,091 deferred share units, and 28,500 premium share units, issuable upon the exercise of stock options with an exercise price
of less than $44.50, multiplied by $10.34 (which is the difference between $44.50 and the weighted average exercise price of $34.16 for such options, warrants and rights); and (D) 366,106 shares of common stock underlying restricted stock
units, which is the sum of 306,515 restricted stock units, 31,091 deferred share units and 28,500 premium share units, multiplied by $44.50.
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** |
The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act was calculated by multiplying $3,719,682,063.30 by 0.00010910.
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☒ |
Check the box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the
Form or Schedule, and the date of its filing.
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Amount Previously Paid:
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$405,817.31
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Filing Party:
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Navistar International Corporation
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Form or Registration No.:
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Schedule 14A
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Date Filed:
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January 28 , 2021 |
ITEM 1. SUMMARY TERM SHEET
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4
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ITEM 2. SUBJECT COMPANY INFORMATION
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4
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ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS
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4
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ITEM 4. TERMS OF THE TRANSACTION
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8
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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
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9
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
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10
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ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
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10
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ITEM 8. FAIRNESS OF THE TRANSACTION
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11
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
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12
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ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
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13
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ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
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14
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ITEM 12. THE SOLICITATION OR RECOMMENDATION
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14
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ITEM 13. FINANCIAL STATEMENTS
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15
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ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
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15
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ITEM 15. ADDITIONAL INFORMATION
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15
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ITEM 16. EXHIBITS
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16
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Name
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Present Principal
Employment
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Business Address
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Other Material Occupations or
Employment in past 5 years and address (if applicable)
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Citizenship
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Directors
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||||
Troy A. Clarke
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Executive Chairman and Chairman of the Board of Navistar (since June 2020)
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2700 Navistar Dr.
Lisle, IL 60532
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President and CEO of Navistar (August 2012 to June 2020)
2700 Navistar Dr.
Lisle, IL 60532
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USA
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José María Alapont
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Retired
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N/A
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N/A
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UK
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Stephen R. D’Arcy
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Partner of Quantum Group LLC
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2301 W. Big Beaver Road, Suite 535
Troy, MI 48084
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N/A
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USA
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Vincent J. Intrieri
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President and CEO of VDA Capital Management LLC (since January 2017)
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1100 Biscayne Blvd
Unit 2001
Miami, FL 33132
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Senior Managing Director of Icahn Capital LP (January 2008 to December 2016)
767 5th Avenue 47th Floor
New York, NY 10153
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USA
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Mark H. Rachesky, M.D.
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President of MHR Fund Management LLC
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1345 Avenue of the Americas
42nd Floor
New York, NY 10105
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N/A
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USA
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Christian Schulz
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Chief Financial Officer of TRATON SE and its predecessor entities (since June 2018)
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Dachauer Str 641
80995 Munich
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Head of Business Development for TRATON SE’s predecessor entities (January 2017 to June 2018).
Dachauer Str 641
80995 Munich
Member of the Board of Directors of Navistar (since August 2018).
Director of Controlling Operations Worldwide Mercedes-Benz Cars for Daimler AG (2011 to December 2016). Mercedesstraße 120, 70372 Stuttgart, Germany.
Member of the Board of Directors for Cooperation Manufacturing Plant Aguascalientes, S.A.P.I. de CV (June 2015 to June 2016). Acceso 1 Norte De La Carretera Panamericana
Sur KM 112 Aguascalientes, Aguascalientes, 20340 Mexico.
Chairman of the Board of Directors for Mercedes-Benz Manufacturing Hungary K.f.t. (January 2015 to June 2016). Mercedes Út 1. Kecskemét, 6000 Hungary.
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Germany
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Kevin M. Sheehan
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Retired (since June 2018)
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N/A
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President and Chief Executive Officer of Scientific Games (August 2016 to June 2018)
6601 Bermuda Road
Las Vegas, NV 89119
John J. Phelan, Jr. Distinguished Visiting Professor of Business at Adelphi University (February 2015 to August 2016)
1 South Ave.
Garden City, NY 11530
President of Norwegian Cruise Line Holdings Ltd. (August 2010 to January 2015)
7665 Corporate Center Drive
Miami, FL 33126
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USA
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Dennis A. Suskind
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Retired
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N/A
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N/A
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USA
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Janet T. Yeung
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Principal and General Counsel of MHR Fund Management LLC
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1345 Avenue of the Americas
42nd Floor
New York, NY 10105
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N/A
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USA
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Jeffrey A. Dokho
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Director of the UAW Research Department (since May 2020)
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8000 East Jefferson
Detroit, MI 48214
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Assistant Director of the UAW Research Department (March 2013 to May 2020)
8000 East Jefferson
Detroit, MI 48214
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USA
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Executive Officers
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||||
Persio v. Lisboa
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President and Chief Executive Officer of Navistar (since June 2020)
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2700 Navistar Dr.
Lisle, IL 60532
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Executive Vice President and Chief Operating Officer of Navistar (March 2017 to June 2020)
2700 Navistar Dr.
Lisle, IL 60532
President, Operations of Navistar, Inc. (November 2014 to March 2017)
2700 Navistar Dr.
Lisle, IL 60532
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USA
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Walter G. Borst
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Executive Vice President and Chief Financial Officer of Navistar
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2700 Navistar Dr.
Lisle, IL 60532
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N/A
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USA
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William V. McMenamin
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President, Financial Services and Treasurer of Navistar
President of Navistar Financial Corporation
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2700 Navistar Dr.
Lisle, IL 60532
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N/A
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USA
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Curt A. Kramer
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Senior Vice President and General Counsel of Navistar (since April 2017)
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2700 Navistar Dr.
Lisle, IL 60532
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Associate General Counsel and Corporate Secretary of Navistar and Navistar, Inc. (December 2007 to April 2017)
2700 Navistar Dr.
Lisle, IL 60532
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USA
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Samara A. Strycker
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Senior Vice President and Corporate Controller of Navistar
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2700 Navistar Dr.
Lisle, IL 60532
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N/A
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USA
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Richard E. Bond
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Associate General Counsel and Corporate Secretary of Navistar (since June 2017)
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2700 Navistar Dr.
Lisle, IL 60532
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General Attorney and Assistant Corporate Secretary of Navistar, Inc. (June 2015 to June 2017)
2700 Navistar Dr.
Lisle, IL 60532
Assistant General Attorney of Navistar, Inc. (June 2009 to June 2015)
2700 Navistar Dr.
Lisle, IL 60532
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USA
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Exhibit
No.
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Description
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Preliminary Proxy Statement of Navistar International Corporation (incorporated by reference to the Schedule 14A filed concurrently with this Transaction Statement by Navistar International Corporation with the SEC)
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(b)(1)** |
Loan Agreement between TRATON SE and Volkswagen International Luxemburg S.A. dated November 7, 2020
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Opinion of Bank of America Europe DAC to the Executive Board and Supervisory Board of TRATON dated November 7, 2020 (incorporated by reference to Annex G of the Proxy Statement)
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Presentation materials of Bank of America Europe DAC to the Executive Board and Supervisory Board of TRATON dated November 7, 2020
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Opinion of Goldman Sachs Bank Europe SE Board Presentation to the Executive Board and Supervisory Board of TRATON dated November 7, 2020 (incorporated by reference to Annex H of the Proxy Statement)
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Presentation materials of Goldman Sachs Bank Europe SE to the Executive Board and Supervisory Board of TRATON dated November 7, 2020
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Opinion of J.P. Morgan Securities LLC (incorporated by reference to Annex E of the Proxy Statement)
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Opinion of PJT Partners LP (incorporated by reference to Annex F of the Proxy Statement)
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Valuation Analysis of J.P. Morgan Securities LLC and PJT Partners LP presented to the Chairman’s Committee of Navistar International Corporation dated July 28, 2020†
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Illustrative Combination Analysis of J.P. Morgan Securities LLC and PJT Partners LP presented to the Chairman’s Committee of Navistar International Corporation dated July 31, 2020
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Valuation Analysis of J.P. Morgan Securities LLC and PJT Partners LP presented to the Board of Directors of Navistar International Corporation dated October 7, 2020
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Discussion Materials of J.P. Morgan Securities LLC and PJT Partners LP presented to the Board of Directors of Navistar International Corporation dated October 12, 2020
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Discussion Materials of J.P. Morgan Securities LLC and PJT Partners LP presented to the Board of Directors of Navistar International Corporation dated October 15, 2020
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Discussion Materials of J.P. Morgan Securities LLC and PJT Partners LP presented to the Board of Directors of Navistar International Corporation dated November 6, 2020
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Agreement and Plan of Merger, dated as of November 7, 2020, by and among Navistar International Corporation, TRATON SE and Dusk Inc. (incorporated by reference to Annex A of the Proxy Statement)
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Voting and Support Agreement, dated as of November 7, 2020, by and among TRATON SE, Dusk Inc. and Carl Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Onshore LP, Beckton Corp., Icahn Capital LP, IPH GP
LLC, Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc. (incorporated by reference to Annex B of the Proxy Statement)
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Voting and Support Agreement, dated as of November 7, 2020, by and among TRATON SE, Dusk Inc. and MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP and MHR Institutional Partners III LP. (incorporated by reference to
Annex C of the Proxy Statement)
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Section 262 of the Delaware General Corporation Law (incorporated by reference to Annex D of the Proxy Statement)
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*
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Previously filed on December 22, 2020 as an exhibit to the Schedule 13E-3.
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** | Previously filed on January 21, 2021 as an exhibit to Amendment No. 1 to the Schedule 13E-3. |
† | Confidential treatment has been requested for certain confidential information contained in this exhibit. |
NAVISTAR INTERNATIONAL CORPORATION
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By:
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/s/ Walter G. Borst
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Name:
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Walter G. Borst
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Title:
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Executive Vice President and Chief Financial Officer
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TRATON SE
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By:
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/s/ Matthias Gründler
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Name:
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Matthias Gründler
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Title:
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Chief Executive Officer
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By:
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/s/ Christian Schulz
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Name:
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Christian Schulz
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Title:
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Chief Financial Officer
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VOLKSWAGEN AG
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By:
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/s/ Matthias Gründler
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Name:
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Matthias Gründler
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Title:
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Chief Executive Officer of TRATON SE
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By:
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/s/ Christian Schulz
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Name:
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Christian Schulz
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Title:
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Chief Financial Officer of TRATON SE
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DUSK INC.
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By:
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/s/ Do Young Kim
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Name:
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Do Young Kim
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Title:
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Chairman
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By:
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/s/ Franz Haslinger
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Name:
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Franz Haslinger
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Title:
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Secretary and Treasurer
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TRATON US INC.
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By:
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/s/ Do Young Kim
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Name:
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Do Young Kim
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Title:
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Chairman
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By:
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/s/ Franz Haslinger
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Name:
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Franz Haslinger
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Title:
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Secretary and Treasurer
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