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): January 19,
2007
NAVISTAR
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9618
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36-3359573
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
No.)
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4201
Winfield Road, P.O. Box 1488, Warrenville, Illinois
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60555
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (630) 753-5000
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
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
PAGE
2
ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM
2.03 CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT
On
January
19, 2007, Navistar International Corporation (the “company”) signed a definitive
loan agreement for a five-year senior unsecured term loan facility and synthetic
revolving facility in the aggregate principle amount of $1.5 billion (the
“facilities”). The facilities were arranged by J.P. Morgan Chase Bank and a
group of lenders that includes Credit Suisse, Banc of America Securities and
Citigroup Global Markets. The facilities are guaranteed by International Truck
and Engine Corporation, the principal operating subsidiary of the company.
On
January 19, 2007 Navistar also borrowed an aggregate principle amount of $1.33
billion under the facilities; the proceeds of which were used to repay the
amount outstanding under the company’s existing senior unsecured $1.5 billion
Credit Agreement and certain fees incurred in connection with the foregoing
and
the facilities.
The
facilities replace the company's existing senior unsecured $1.5 billion Credit
Agreement. All borrowings under the facilities will accrue interest at a rate
equal to a base rate or an adjusted LIBOR rate plus a spread. The spread, which
will be based on the company’s credit rating in effect from time to time, ranges
from 300 basis points to 400 basis points. The loan facilities contain customary
provisions for financings of this type, including, without limitation,
representations and warranties, affirmative and negative covenants and events
of
default. All draws under the loan facilities are subject to the satisfaction
of
customary conditions precedent for financings of this type, including, without
limitation, certain officers’ certificates and opinions of counsel and the
absence of any material adverse change since October 31, 2004.
ITEM
8.01 OTHER
EVENTS
On
January 22, 2007 the company issued a press release announcing the $1.5 billion
definitive loan agreement mentioned above, which is attached as Exhibit 99.1
to
this Report and incorporated by reference herein.
PAGE
3
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
The
following Exhibits are deemed to be filed under the Securities
Exchange Act of 1934, as amended.
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(c)
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Exhibits
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Exhibit
No.
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Description
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Page
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99.1
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Navistar
Finalizes $1.5 Billion Loan Agreement
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E-1
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Forward
Looking Statements
Information
provided and statements contained in this report that are not purely historical
are forward-looking statements within the meaning of Section 27A of the
Securities Act, Section 21E of the Exchange Act, and the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements only speak as
of
the date of this report and the company assumes no obligation to update the
information included in this report. Such forward-looking statements include
information concerning our possible or assumed future results of operations,
including descriptions of our business strategy. These statements often include
words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or
similar expressions. These statements are not guarantees of performance or
results and they involve risks, uncertainties and assumptions , including the
risk of continued delay in the completion of our financial statements and the
consequences thereof, the availability of funds, either through cash on hand
or
the company’s other liquidity sources, to repay any amounts due should any of
the company’s debt become accelerated, and decisions by suppliers and other
vendors to restrict or eliminate customary trade and other credit terms for
the
company’s future orders and other services, which would require the company to
pay cash and which could have a material adverse effect on the company’s
liquidity position and financial condition. Although we believe that these
forward-looking statements are based on reasonable assumptions, there are many
factors that could affect our actual financial results or results of operations
and could cause actual results to differ materially from those in the
forward-looking statements. For a further description of these factors, see
Exhibit 99.1 to our Form 8-K filed on April 12, 2006.
SIGNATURES
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.
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NAVISTAR
INTERNATIONAL CORPORATION
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Registrant
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Date:
January 23, 2007
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/s/
William A. Caton
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William
A. Caton
Executive
Vice President and Chief Financial
Officer
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