UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~Date of Report (Date of earliest event reported):~~ June 2130, 2021

Date of Report (Date of Earliest Event Reported)

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-9618	36-3359573
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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

~~N/A~~Registrant’s telephone number, including area code

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~exchange on which registered
Common Stock, par value $0.10	NAV	New York Stock Exchange
Cumulative convertible junior preference stock, Series D (par value $1.00)	NAV-D	New York Stock Exchange
Cumulative convertible junior preference stock,Series D (par value $1.00)	NAV-PD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging ~~Growth~~growth ~~Company~~company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 27.0401 ~~Triggering~~Regulation ~~Events~~FD ~~That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.~~Disclosure

6As previously disclosed, on November 7, 2020, Navistar International Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with TRATON SE, a Societas Europaea (“Parent”), and Dusk Inc.~~625%~~, ~~Senior~~a ~~Notes~~Delaware ~~due~~corporation ~~2025~~and a wholly owned indirect subsidiary of Parent (“Merger Subsidiary”), pursuant to which Merger Subsidiary will be merged with and into the Company, with the Company continuing as the surviving corporation and becoming an indirect subsidiary of Parent (the “Merger”).

On June 2130, 2021, ~~Navistar~~the ~~International~~Company ~~Corporation (“Navistar”)~~ issued a ~~conditional~~press ~~call~~release ~~for~~announcing ~~redemption~~that of all ofrequired ~~its~~regulatory ~~outstanding~~approvals ~~$1,100,000,000~~with ~~6.625%~~respect ~~Senior~~to ~~Notes due 2025 (~~the ~~“Senior~~Merger ~~Notes”).~~have ~~The~~been ~~redemption~~obtained ~~price~~and ofthat the ~~Senior~~Merger ~~Notes~~ is ~~103.313%~~expected ~~of the principal amount redeemed, which amount is equal~~ to ~~$1,033.13~~close ~~per~~on ~~$1,000 principal amount of the Senior Notes, plus accrued and unpaid interest up to, but not including,~~ July 1, 2021 ~~(the “Senior Notes Redemption Date”)~~, ~~in accordance with the provisions of the indenture governing the Senior Notes. The redemption is~~ subject to ~~and expressly conditioned upon~~ the ~~consummation~~satisfaction of ~~the~~customary ~~merger~~closing ~~of Dusk Inc~~conditions. (the “Merger Subsidiary”), a wholly owned indirect subsidiary of TRATON SE, with and into Navistar (the “Merger”), with Navistar continuing as the surviving corporation and an indirect subsidiary of TRATON SE following the consummation of the Merger, pursuant to an Agreement and Plan of Merger, dated as of November 7, 2020, among Navistar, TRATON SE and the Merger Subsidiary (the “Merger Agreement”) (such consummation, the “Merger Condition”).

~~The~~A ~~Senior~~copy ~~Note~~of ~~Redemption Date will be delayed until such time as~~ the ~~Merger~~press ~~Condition~~release is ~~satisfied~~filed ~~or waived or the conditional notice is rescinded if the Merger Condition is not satisfied or waived by the Senior Notes Redemption Date or the Senior Notes Redemption Date~~ as itExhibit ~~may~~99.1 ~~be delayed~~hereto.

AThe ~~copy~~information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of the ~~press~~Securities ~~release~~Exchange ~~announcing~~Act of 1934, as amended (the ~~conditional~~“Exchange ~~redemption~~Act”), ofor otherwise subject to the ~~Senior~~liabilities ~~Notes~~of isthat ~~attached~~section, ~~hereto~~nor shall it be deemed to incorporate by reference in any filing under the Securities Act of 1933, as ~~Exhibit~~amended, ~~99.1~~or ~~and~~the isExchange ~~incorporated~~Act, except as expressly set forth by specific reference ~~herein~~in such filing.

9.500% Senior Secured Notes due 2025

On June 21, 2021, Navistar delivered a notice (the “Senior Secured Notes Redemption Extension Notice”) of extension of the redemption date for its previously announced election to redeem in full (the “Senior Secured Notes Redemption”), subject to the satisfaction of the Merger Condition, its outstanding $600,000,000 9.500% Senior Secured Notes due 2025 (the “Senior Secured Notes”), upon the terms of, and subject to the condition set forth in, the Notice of Conditional Full Redemption sent to the holders of the Senior Secured Notes on April 26, 2021 (the “Senior Secured Notes Redemption Notice”) in accordance with the terms of the indenture related to the Senior Secured Notes. The redemption date as set forth in the Senior Secured Notes Redemption Notice was initially June 25, 2021. The Senior Secured Notes Redemption Extension Notice is subject to and conditioned on the satisfaction of the Merger Condition, which will not be satisfied on or before June 25, 2021. As a result, in accordance with the Senior Secured Notes Redemption Extension Notice and the indenture related to the Senior Secured Notes, the date fixed for redemption is now July 1, 2021, unless such date is further delayed. Other than as stated above, the terms of the Senior Secured Notes Redemption are unchanged from those stated in the Senior Secured Notes Redemption Notice.

A copy of the press release announcing the extension of the conditional redemption of the Senior Secured Notes is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

The consummation of the Merger, and the satisfaction of the Merger Condition, remain subject to regulatory approvals and the satisfaction of customary closing conditions set forth in the Merger Agreement. As a result, there can be no assurance that the redemption of the Senior Notes or the Senior Secured Notes will occur on July 1, 2021.

Forward-Looking Statements

Certain statements in this communication, that are not purely historical, may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995, each as amended. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” or other similar expressions may identify such forward-looking statements.

Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over which ~~Navistar~~the Company has no control. These factors, risks and uncertainties include, but are not limited to, the following: (i) conditions to the completion of the proposed ~~Merger~~acquisition may not be satisfied; or (ii) the ~~regulatory~~continued ~~approvals~~satisfaction ~~required~~of ~~for~~all ~~the~~regulatory ~~proposed~~conditions ~~Merger~~to ~~may not be obtained on~~ the ~~terms expected or on the anticipated schedule~~closing; (iiiii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement between the parties to the proposed ~~Merger~~acquisition; (~~iii~~iv) the effect of the announcement or pendency of the proposed ~~Merger~~acquisition on ~~Navistar~~the Company’s business relationships, operating results, and business generally; (ivv) risks that the proposed ~~Merger~~acquisition disrupts ~~Navistar~~the Company’s current plans and operations and potential difficulties in ~~Navistar~~the Company’s employee retention as a result of the proposed ~~Merger~~acquisition; (vvi) risks related to diverting management’s attention from ~~Navistar’s~~our ongoing business operations; (vivii) potential ~~and existing~~ litigation that may be instituted, ~~or has been instituted,~~ against ~~Navistar~~the Company or its directors or officers related to the proposed ~~Merger~~acquisition or the Merger Agreement between the parties to the proposed ~~Merger~~acquisition; (~~vii~~viii) the amount of the costs, fees, expenses and other charges related to the proposed ~~Merger~~acquisition; and (~~viii~~ix) such other factors as are set forth in ~~Navistar~~the Company’s periodic public filings with the SEC, including but not limited to those described under the headings “Risk Factors” and “Forward Looking Statements” in its Form 10-K for the fiscal year ended October 31, 2020, ~~which~~its ~~was~~quarterly ~~filed~~report ~~with the SEC~~ on ~~December 17,~~Form ~~2020,~~10-Q ~~the~~for ~~definitive proxy statement on Schedule 14A, which was filed with~~ the ~~SEC~~period ~~on January~~ended 29January 31, 2021, ~~the~~its quarterly report on Form 10-Q for the ~~fiscal~~period ~~quarter~~ ended April 30, 2021, ~~which was filed with the SEC on June 8, 2021~~ and in its other filings made with the SEC from time to time, which are available via the SEC’s website at www.sec.gov .

Forward-looking statements reflect the views and assumptions of management as of the date of communication with respect to future events. ~~Navistar~~The Company does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this communication does not constitute an admission by ~~Navistar~~the Company or any other person that the events or circumstances described in such statement are material.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description of Exhibit
Exhibit No.		Description of Exhibit
99.1		~~Press~~Navistar ~~Release~~Receives ~~dated~~All ~~June~~Regulatory ~~21,~~Approvals ~~2021,~~Necessary ~~announcing~~to ~~conditional~~Proceed ~~redemption~~With the Closing of ~~Senior~~the ~~Notes.~~Merger With TRATON SE, dated June 30, 2021
99.2		Press Release dated June 21, 2021, announcing extension of conditional redemption of Senior Secured Notes.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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


	NAVISTAR INTERNATIONAL CORPORATION (Registrant)

Date: June 30, 2021	By:	/s/ Walter G. Borst
	Name:	Walter G. Borst
	Title:	Executive Vice President and Chief Financial Officer

Date: June 30, 2021	By:	/s/ Curt A. Kramer
	Name:	Curt A. Kramer
	Title:	Senior Vice President and General Counsel

Dated: June 21, 2021

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