UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.8)
NAVISTAR INTERNATIONAL CORPORATION (Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities)
63934E108 (CUSIP Number)
Dr. Klaus Schartel TRATON SE Dachauer Str. 641 80995 München +49 89 36098 70 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 25, 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-l(f) or 240.13d-l(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 (“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).
Page 1 of 8
CUSIP No.
1. Names of Reporting Persons. TRATON SE f/k/a Volkswagen Truck & Bus GmbH
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6. Citizenship or Place of Organization Germany
7. Sole Voting Power
NUMBER OF SHARES 8. Shared Voting Power BENEFICIALLY 16,629,667 shares of Common Stock* OWNED BY EACH 9. Sole Dispositive Power REPORTING PERSON WITH 10. Shared Dispositive Power 16,629,667 shares of Common Stock*
11. Aggregate Amount Beneficially Owned by Each Reporting Person 16,629,667 shares of Common Stock*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13. Percent of Class Represented by Amount in Row (11) 16.70%**
14. Type of Reporting Person (See Instructions) OO
* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017. TRATON contributed 16,629,667 shares of Common Stock to TRATON US Inc. on February 25, 2021. ** Based on 99,596,669 shares of Common Stock outstanding as of November 30, 2020, as reported by the Company in its annual report on Form 10-K for the fiscal year ended October 31, 2020.
Page 2 of 8
CUSIP No.
1. Names of Reporting Persons. Volkswagen Aktiengesellschaft
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6. Citizenship or Place of Organization Germany
7. Sole Voting Power
NUMBER OF SHARES 8. Shared Voting Power BENEFICIALLY 16,629,667 shares of Common Stock* OWNED BY EACH 9. Sole Dispositive Power REPORTING PERSON WITH 10. Shared Dispositive Power 16,629,667 shares of Common Stock *
11. Aggregate Amount Beneficially Owned by Each Reporting Person 16,629,667 shares of Common Stock *
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13. Percent of Class Represented by Amount in Row (11) 16.70%**
14. Type of Reporting Person (See Instructions) HC, CO
* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017. TRATON contributed 16,629,667 shares of Common Stock to TRATON US Inc. on February 25, 2021. ** Based on 99,596,669 shares of Common Stock outstanding as of November 30, 2020, as reported by the Company in its annual report on Form 10-K for the fiscal year ended October 31, 2020.
Page 3 of 8
CUSIP No.
1. Names of Reporting Persons. TRATON US Inc.
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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6. Citizenship or Place of Organization Delaware
7. Sole Voting Power
NUMBER OF SHARES 8. Shared Voting Power BENEFICIALLY 16,629,667 shares of Common Stock* OWNED BY EACH 9. Sole Dispositive Power REPORTING PERSON WITH 10. Shared Dispositive Power 16,629,667 shares of Common Stock*
11. Aggregate Amount Beneficially Owned by Each Reporting Person 16,629,667 shares of Common Stock*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13. Percent of Class Represented by Amount in Row (11) 16.70%**
14. Type of Reporting Person (See Instructions) CO
* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017. TRATON contributed 16,629,667 shares of Common Stock to TRATON US Inc. on February 25, 2021. ** Based on 99,596,669 shares of Common Stock outstanding as of November 30, 2020, as reported by the Company in its annual report on Form 10-K for the fiscal year ended October 31, 2020.
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Item 1. Security and Issuer
This statement (this “Statement”) constitutes Amendment Number 8 to the Schedule 13D relating to the issued and outstanding shares of common stock, par value $0.10 per share (the “Common Stock”), of Navistar International Corporation, a Delaware corporation (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on March 10, 2017 (the “Original 13D”), as amended by Amendment No. 1 thereto filed on April 18, 2018 (“Amendment No. 1”), Amendment No. 2 thereto filed on January 30, 2020 (“Amendment No. 2”), Amendment No. 3 thereto filed on September 10, 2020 (“Amendment No. 3”), Amendment No. 4 thereto filed on October 14, 2020 (“Amendment No. 4”), Amendment No. 5 thereto filed October 19, 2020 (“Amendment No. 5”), Amendment No. 6 thereto filed November 7, 2020 (“Amendment No. 6”) and Amendment No. 7 thereto filed on December 4, 2020 (“Amendment No. 7” and collectively, with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No.6, the “Schedule 13D”) on behalf of the Reporting Persons to furnish the additional information set forth herein. The principal executive offices of the Issuer are located at 2701 Navistar Drive, Lisle, Illinois 60532. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such term in the Schedule 13D.
The purpose of this Statement is to report that the shares of Common Stock previously held directly by TRATON SE, a public company organized under the laws of Germany (“TRATON”) have been contributed to and are now held directly by TRATON US Inc., a private Delaware corporation and indirect wholly owned subsidiary of TRATON (“TRATON US”). The contribution resulted in no change to the aggregate amount of Common Stock beneficially owned by TRATON or Volkswagen AG, a public company organized under the laws of Germany (“Volkswagen”).
Item 2. Identity and Background
Items 2(a) and 2(b) are hereby amended in their entirety by replacing them with the following:
(a) Pursuant to Exhibit 20, this Statement is being filed jointly and on behalf of TRATON, TRATON US and Volkswagen (together with TRATON and TRATON US, the “Reporting Persons”).
(b) The business address of TRATON is Dachauer Str. 641, 80995 München, the business address of Volkswagen is Berliner Ring 2, 38440 Wolfsburg, Germany and the business address of TRATON US is c/o Corporation Service Company at 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of the Reporting Persons is set forth on Schedule A and incorporated by reference. Schedule A is hereby amended in its entirety by replacing it with the Schedule A attached to this statement.
Item 2(c) is hereby amended and supplemented by adding the following paragraph.
(c) TRATON US is an indirect subsidiary of TRATON. TRATON US has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement and the Contribution (as defined below).
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented by adding the following paragraph:
On February 25, 2021 TRATON and TRATON International S.A., a Luxembourg corporation (“TRATON International”), entered into a Contribution Agreement, pursuant to which TRATON contributed 16,629,667 shares of Common Stock to TRATON International in exchange for two preferred shares of TRATON International (the “Initial Contribution”).
On February 25, 2021 and immediately after the Initial Contribution TRATON International and TRATON US entered into a Contribution Agreement, pursuant to which TRATON International contributed 16,629,667 shares of Common Stock to TRATON US in exchange for two shares of preferred stock of TRATON US (the “Second Contribution” and together with the Initial Contribution, the “Contribution”).
Page 5 of 8
Item 4. Purpose of the Transaction
Item 4 is hereby amended and supplemented by incorporating by reference the information provided in Item 3.
Item 5. Interest in Securities of the Issuer
Items 5(a) - (c) are hereby amended in their entirety by replacing them with the following:
(a) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons as set forth in rows 7 through 13 of the cover pages hereto is incorporated by reference. TRATON US is the beneficial owner of 16,629,667 shares of Common Stock, which represents 16.70% of the shares of Common Stock outstanding based on 99,596,669 shares of Common Stock outstanding as of November 30, 2020, as reported by the Issuer in its annual report on Form 10-K for the fiscal year ended October 31, 2020. Volkswagen and TRATON are deemed to have beneficial ownership of the 16,629,667 shares of Common Stock owned beneficially by TRATON US. Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best of their knowledge, none of the persons named in Schedule A hereto owns beneficially any shares of Common Stock.
(b) TRATON US has shared power to vote and dispose of 16,629,667 shares of Common Stock. TRATON has shared power to vote and dispose of 16,629,667 shares of Common Stock. Volkswagen has shared power to vote and to dispose of 16,629,667 shares of Common Stock.
(c) The following transactions in shares of Common Stock of the Issuer during the 60 days preceding the date hereof were effected by persons identified in Item 2:
The information in Item 3 is incorporated herein by reference.
Item 6. Interest in Securities of the Issuer
Item 6 is hereby amended and supplemented by incorporating by reference the information provided in Item 3 and is further amended and supplemented by adding the following paragraph:
In connection with the Contribution, on February 25, 2021 TRATON US entered into a Joinder to the Stockholder Agreement (the “Joinder Agreement”), pursuant to which TRATON US agreed to assume all of the rights and obligations of TRATON under the Stockholder Agreement.
Item 7. Material to be Filed as Exhibits
Exhibit 20: Joint Filing Agreement, dated as of February 25, 2021, by and between the Reporting Persons (filed herewith).
Exhibit 21: Contribution Agreement, dated as of February 25, 2021, by and between TRATON and TRATON International (filed herewith).
Exhibit 22: Contribution Agreement, dated as of February 25, 2021, by and between TRATON International and TRATON US (filed herewith).
Page 6 of 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
TRATON SE
February 26, 2021 Date
/s/ Matthias Gründler Signature
Matthias Gründler, Chief Executive Officer
February 26, 2021 Date
/s/ Christian Schulz Signature
Christian Schulz, Chief Financial Officer
VOLKSWAGEN AG
February 26, 2021 Date
/s/ Gunnar Lars Kilian Signature
Gunnar Lars Kilian, Member of the Board of Management
February 26, 2021 Date
/s/ Jürgen Rittersberger Signature
Jürgen Rittersberger, SVP Group Strategy and Secretary General Page 7 of 8
TRATON US INC.
February 26, 2021 Date
/s/ Do Young Kim Signature
Do Young Kim, Chairman
February 26, 2021 Date
/s/ Franz Haslinger Signature
Franz Haslinger, Secretary and Treasurer Page 8 of 8
Exhibit 20
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Navistar International Corporation and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this day of February 26 , 2021.
VOLKSWAGEN AG
By: /s/ Gunnar Lars Kilian Name: Gunnar Lars Kilian Title: Member of the Board of Management
By: /s/ Jürgen Rittersberger Name: Jürgen Rittersberger Title: SVP Group Strategy and Secretary General
TRATON SE
By: /s/ Christian Schulz Name: Christian Schulz Title: Chief Financial Officer
By: /s/ Matthias Gründler Name: Matthias Gründler Title: Chief Executive Officer
TRATON US Inc.
By: /s/ Do Young Kim Name: Do Young Kim Title: Chairman
By: /s/ Franz Haslinger Name: Franz Haslinger Title: Secretary and Treasurer
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The name, present principal occupation or employment, title, business address and citizenship of each of the members of the Management Board and the Supervisory Board of Volkswagen, the Executive Board and Supervisory Board of TRATON and the directors and officers of TRATON US Inc. are set forth below. If no business address is given, the member’s business address is Berliner Ring 2, 38440 Wolfsburg, Germany for Volkswagen and Dachauer Str. 641, 80995 Munich, Germany for TRATON. If no principal business is given, the present principal business of (i) Volkswagen is the manufacture and sale of vehicles, and (ii) TRATON is the holding of investments in companies whose business purpose is the manufacturing and distribution of vehicles and engines of any kind, as well as such items’ ancillary equipment and all plants, machinery, tools, and other technical products. Unless otherwise indicated below, all of the persons listed below are citizens of Germany.
Volkswagen AG
Board of Management
Name Present Principal Occupation or Employment
Dr. Herbert Diess Chairman of the Board of Management (Austria)
Murat Aksel Member of the Board of Management
Oliver Blume Member of the Board of Management, Brand Group “Sport & Luxury”; Chairman of the management board of Dr. Ing. h.c. F. Porsche AG (Dr. Ing. h.c. F. Porsche AG’s principal business is car manufacturing and is located at Porscheplatz 1, 70435 Stuttgart, Germany)
Markus Duesmann Member of the Board of Management, Brand Group “Premium”; Chief Executive Officer and member of the management board of Audi AG (Audi AG’s principal business is the manufacturing and distribution of automobiles and is located at Ettinger Straße 70, 85057 Ingolstadt, Germany)
Gunnar Lars Kilian Member of the Board of Management, Functional Responsibility “Human Resources,” Brand Group “Truck & Bus”
Thomas Schmall Member of the Board of Management
Hiltrud Dorothea Werner Member of the Board of Management, Functional Responsibility “Integrity and Legal Affairs”
Frank Witter Member of the Board of Management, Functional Responsibility “Finance and IT”; Chief Financial Officer of Volkswagen
Supervisory Board
Name, (country of citizenship) Present Principal Occupation or Employment
Hans Dieter Pötsch Chairman of the Supervisory Board; Chairman of the management board and Chief Financial Officer of Porsche (Austria) Automobil Holding SE (Porsche Automobil Holding SE’s principal business is holding investments in companies whose business purpose is the manufacturing and distribution of vehicles and it is located at Porscheplatz 1, 70435 Stuttgart, Germany)
Dr. Hussain Ali Al Abdulla Board member of Qatar Investment Authority (Qatar Investment Authority’s principal business is investment and is (Qatar) located at West Bay Corniche street Ooredo Headquarter-Qatar)
Name, (country of citizenship) Present Principal Occupation or Employment
Dr. Hessa S. Al Jaber Chairperson of the board of directors of Qatar Satellite Company (Es’hailSat) (Qatar Satellite Company’s principal (Qatar) business is to manage and develop Qatar’s presence in space. Qatar Satellite Company’s address is Al Markhiya St Umm lakhba, P.O Box: 10653, Doha Qatar)
Dr. Bernd Althusmann Minister of Economic Affairs, Labor, Transport and Digitalisation for the Federal State of Lower Saxony (The Federal State of Lower Saxony’s principal business is civil service and state government. Dr. Althusmann’s office is located at Niedersächsisches Ministerium für Wirtschaft, Arbeit, Verkehr und Digitalisierung, Friedrichswall 1, 30159 Hannover, Germany)
Kai Bliesener Union Secretary for IG Metall (The principal business of IG Metall is to represent the interests of its members in employment contract negotiations and to provide workplace support. IG Metall is located at Wilhelm-Leuschner-Str. 79, 60329 Frankfurt am Main, Germany)
Dr. Hans-Peter Fischer Chairman of the Board of Management of Volkswagen Management Association (VMA)
Marianne Heiß CEO, BBDO Group Germany GmbH (The BBDO Group’s principal business is marketing and advertising and is located (Austria) at Königsallee 92, 40212 Düsseldorf, Germany)
Jörg Hofmann Chair of IG Metall (The principal business of IG Metall is to represent the interests of its members in employment contract negotiations and to provide workplace support. IG Metall is located at Wilhelm-Leuschner-Str. 79, 60329 Frankfurt am Main, Germany)
Ulrike Jakob Deputy Chairman of the Works Council, Volkswagen AG Kassel plant (Dr. Rudolf-Leiding-Platz 1, 34225 Baunatal, Germany)
Dr. Louise Kiesling Director of Familie Porsche Beteiligung GmbH (The principal business of Familie Porsche Beteiligung GmbH is holding (Austria) investments in companies whose business purpose is the manufacturing and distribution of vehicles and it is located at Perlacher Straße 5a, 82031 Grünwald, Germany)
Peter Mosch Chairman of the General Works Council, AUDI AG (Audi AG’s principal business is the manufacturing and distribution of automobiles. Audi AG is located at Auto-Union-Straße 1, 85057 Ingolstadt, Germany)
Bertina Murkovic Chairman of the Works Council of Volkswagen AG plant Hanover (Mecklenheidestr. 74, Hannover, Germany)
Bernd Osterloh Chairman of the General and Group Works Council of Volkswagen AG
Dr. Hans Michel Piëch Lawyer in private practice (The principal business of his firm is to provide legal services and it is located at Spiegelgasse (Austria) 2/24, 1010 Wien, Austria)
Dr. Ferdinand Oliver Porsche Member of the Board of Management of Familie Porsche AG Beteiligungsgesellschaft (The principal business of Familie (Austria) Porsche AG Beteiligungsgesellschaft is holding investments in companies whose business purpose is the manufacturing and distribution of vehicles and it is located at Giselakai 37, 5020 Salzburg, Austria)
Dr. Wolfgang Porsche Chairman of the Supervisory Board of Porsche Automobil Holding SE (The principal business of Porsche Automobil (Austria) Holding SE is holding investments in companies whose business purpose is the manufacturing and distribution of vehicles. Porsche Automobil Holding SE is located at Porscheplatz 1, 70435 Stuttgart, Germany)
Name, (country of citizenship) Present Principal Occupation or Employment
Conny Schönhardt Trade Union Secretary for IG Metall (The principal business of IG Metall is to represent the interests of its members in employment contract negotiations and to provide workplace support. IG Metall is located at Wilhelm-Leuschner-Str. 79, 60329 Frankfurt am Main, Germany)
Athanasios Stimoniaris (Germany Chairman of the Group Works Council of MAN SE and MAN Truck & Bus SE (MAN Truck & Bus SE’s principal and Greece) business is the manufacturing of vehicles of all kinds, in particular trucks and buses and parts thereof, also trading in such products and provision of after-sales service for them, and its business address is Dachauer Str. 667, 80995 München, Germany. The principal business of MAN SE is the holding investments in companies of any type, particularly companies operating in the fields of mechanical and plant engineering, motor vehicle and engine manufacturing and trading as well as manufacturing such products and processing materials of any kind. MAN SE’s business address is Dachauer Str. 641, 80995 München, Germany)
Stephan Weil Minister-President of the Federal State of Lower Saxony (The principal business of the Federal State of Lower Saxony is civil service and state government. Mr. Weil’s office is located at Niedersächsische Staatskanlzei, Planckstraße 2, 30169 Hannover, Germany)
Werner Weresch Chairman of the General Works Council and Group Works Council of Dr. Ing. h.c. F. Porsche AG (Dr. Ing. h.c. F. Porsche AG principal business is car manufacturing and the business is located at Porscheplatz 1, D - 70435 Stuttgart, Germany)
TRATON SE
Executive Board
Name Present Principal Occupation or Employment
Matthias Gründler Chairman of the Executive Board, Chief Executive Officer
Christian Schulz Member of the Executive Board, Functional Responsibility “Finance and Business Development”, Chief Financial Officer
Antonio Roberto Cortes Member of the Executive Board, President and Chief Executive Officer MAN Latin America Indústria e Comércio de (Brazil) Veiculos Ltda. (MAN Latin America Indústria e Comércio de Veiculos Ltda.’s principal business is to manufacture, trade, import and export automotive vehicles, vehicles and equipment for locomotion or transportation by land, on water and by air, engines, machines and tools, parts, components, accessories, implements and equipment, and to render services related to its industrial and operational activities. It is located at Rua Volkswagen 291, 04344-900 São Paulo, Brazil)
Henrik Henriksson* Member of the Executive Board, President and Chief Executive Officer Scania AB and Scania CV AB (Scania AB’s (Sweden) principal business is to carry on, directly or through subsidiaries or associated companies, development, manufacturing and trading in motor vehicles and industrial and marine engines, to develop and deliver services in relation to motor vehicles, industrial and marine engines and otherwise aimed at the logistics industry, to own and manage real and movable property; to carry on financing business as well as other operations compatible with the above, including healthcare activities mainly aimed at employees. Scania CV AB’s principal business is to carry on, whether directly or through subsidiaries or affiliates, the development, manufacture and trading of motor vehicles and industrial and marine engines, to develop and deliver services in relation to motor vehicles, industrial and marine engines and otherwise aimed at the logistics industry, to own and manage real property and movable property, to carry on financing business as well as other businesses compatible with the above, including healthcare activities mainly aimed at employees. Both are located at 151 87 Södertälje, Sweden)
*Mr Henriksson has announced that he will resign from his positions at TRATON SE, Scania AB and Scania CV AB in the coming weeks.
Christian Levin Member of the Executive Board, Functional Responsibility “R&D and Procurement”, Chief Operating Officer (Sweden)
Dr. Andreas Tostmann Member of the Executive Board, Chief Executive Officer MAN SE and MAN Truck & Bus SE (MAN Truck & Bus SE’s principal business is the manufacturing of vehicles of all kinds, in particular trucks and buses and parts thereof, also trading in such products and provision of after-sales service for them, and its business address is Dachauer Str. 667, 80995 München, Germany)
Supervisory Board
Name Present Principal Occupation or Employment
Hans Dieter Pötsch Chairman of the Supervisory Board; Chairman of the management board and Chief Financial Officer of Porsche (Austria) Automobil Holding SE (The principal business of Porsche Automobil Holding SE is holding investments in companies whose business purpose is the manufacturing and distribution of vehicles and it is located at Porscheplatz 1, 70435 Stuttgart, Germany)
Name Present Principal Occupation or Employment
Torsten Bechstädt Special Advisor to the Group Works Council of Volkswagen AG
Mari Carlquist Chairman for the white collar Unionen at Scania (Scania CV AB’s principal business is to carry on, directly or through subsidiaries or associated companies, development, manufacturing and trading in motor vehicles and industrial and (Sweden) marine engines, to develop and deliver services in relation to motor vehicles, industrial and marine engines and otherwise aimed at the logistics industry, to own and manage real and movable property; to carry on financing business as well as other operations compatible with the above, including healthcare activities mainly aimed at employees. Scania CV AB is located at 151 87 Södertälje, Sweden)
Dr. Manfred Döss Member of the Board of Management of Porsche Automobil Holding SE and General Counsel of Volkswagen AG (The principal business of Porsche Automobil Holding SE is holding investments in companies whose business purpose is the manufacturing and distribution of vehicles. Porsche Automobil Holding SE is located at Porscheplatz 1, 70435 Stuttgart, Germany)
Jürgen Kerner Executive Board member and treasurer of IG Metall (The principal business of IG Metall is to represent the interests of its members in employment contract negotiations and to provide workplace support. IG Metall is located at Wilhelm- Leuschner-Str. 79, 60329 Frankfurt am Main, Germany)
Gunnar Kilian Member of the Board of Management of Volkswagen AG, Functional Responsibility “Human Resources,” Brand Group “Truck & Bus”
Dr. Albert Kirchmann Chief Executive Advisor at A.X.K. Group (A.X.K. Group’s principal business is advising and social contributions. A.X.K. Group is located at Oberer Staeuben 1, 88131 Bodolz, Germany)
Dr. Julia Kuhn-Piëch Real estate manager (Austria)
Lisa Lorentzon Chair of the Labor Unions for Graduate Employees at Scania (Scania CV AB’s principal business is to carry on, directly (Sweden) or through subsidiaries or associated companies, development, manufacturing and trading in motor vehicles and industrial and marine engines, to develop and deliver services in relation to motor vehicles, industrial and marine engines and otherwise aimed at the logistics industry, to own and manage real and movable property; to carry on financing business as well as other operations compatible with the above, including healthcare activities mainly aimed at employees. Scania CV AB is located at 151 87 Södertälje, Sweden)
Bo Luthin Senior Safety Officer for IF Metall at Scania (labor union in Sweden) (Scania CV AB’s principal business is to carry on, (Sweden) directly or through subsidiaries or associated companies, development, manufacturing and trading in motor vehicles and industrial and marine engines, to develop and deliver services in relation to motor vehicles, industrial and marine engines and otherwise aimed at the logistics industry, to own and manage real and movable property; to carry on financing business as well as other operations compatible with the above, including healthcare activities mainly aimed at employees. Scania CV AB is located at 151 87 Södertälje, Sweden)
Michael Lyngsie Chair of IF Metall (labor union in Sweden) at Scania (Scania CV AB’s principal business is to carry on, directly or (Sweden) through subsidiaries or associated companies, development, manufacturing and trading in motor vehicles and industrial and marine engines, to develop and deliver services in relation to motor vehicles, industrial and marine engines and otherwise aimed at the logistics industry, to own and manage real and movable property; to carry on financing business as well as other operations compatible with the above, including healthcare activities mainly aimed at employees. Scania CV AB is located at 151 87 Södertälje, Sweden)
Name Present Principal Occupation or Employment
Nina Macpherson Board director at Scania AB (Scania AB’s principal business is to carry on, directly or through subsidiaries or associated (Sweden) companies, development, manufacturing and trading in motor vehicles and industrial and marine engines, to develop and deliver services in relation to motor vehicles, industrial and marine engines and otherwise aimed at the logistics industry, to own and manage real and movable property; to carry on financing business as well as other operations compatible with the above, including healthcare activities mainly aimed at employees. Scania AB is located at 151 87 Södertälje, Sweden)
Bernd Osterloh Chairman of the General and Group Works Council of Volkswagen AG
Dr. Dr. Christian Porsche Specialist in Neurology (Austria)
Dr. Wolf-Michael Schmid Managing Partner of Dr. Schmid GmbH (Dr. Schmid GmbH’s principal business is managing Bosch service stations and is located at Dr.-Heinrich-Jasper-Str. 8, 38350 Helmstedt, Germany)
Karina Schnur General Secretary of the Works Council of MAN Truck & Bus SE (MAN Truck & Bus SE’s principal business is the manufacturing of vehicles of all kinds, in particular trucks and buses and parts thereof, also trading in such products and provision of after-sales service for them, and its business address is Dachauer Str. 667, 80995 München, Germany)
Athanasios Stimoniaris Chairman of the Group Works Council of MAN Truck & Bus SE and of MAN SE; Chairman of the Group Works Council of TRATON SE (MAN Truck & Bus SE’s principal business is the manufacturing of vehicles of all kinds, in (Germany and Greece) particular trucks and buses and parts thereof, also trading in such products and provision of after-sales service for them, and its business address is Dachauer Str. 667, 80995 München, Germany. The principal business of MAN SE is the holding investments in companies of any type, particularly companies operating in the fields of mechanical and plant engineering, motor vehicle and engine manufacturing and trading as well as manufacturing such products and processing materials of any kind. MAN SE’s business address is Dachauer Str. 641, 80995 München, Germany)
Hiltrud Dorothea Werner Member of the Board of Management of Volkswagen AG, Functional Responsibility “Integrity and Legal Affairs”
Frank Witter Member of the Board of Management of Volkswagen AG, Functional Responsibility “Finance and IT”
Steffen Zieger Chairman of the General Works Council of MAN Truck & Bus Deutschland GmbH (MAN Truck & Bus Deutschland GmbH’s principal business is the distribution of commercial vehicles, in particular but not limited to trucks as well as systems and technology in this regard, and providing service and spare parts. MAN Truck & Bus Deutschland GmbH is located at Oskar-Schlemmer Str. 19-21, 80807 München, Germany)
TRATON US INC.
Directors and Officers
Name Present Principal Occupation or Employment
Franz Haslinger Treasurer at TRATON SE
Do Young Kim (Korea) Head of Campus/Next Level at TRATON SE
Siegbert Rottach (United States) President and CEO of MAN Capital Corporation (MAN Capital Corporation is a financing and holding company and is located at 591 SW 13th Terrace, Pompano Beach, FL 33069)
Exhibit 21
TRATON SE
as Contributor
and
TRATON International S.A.
as Issuer
Contribution Agreement
THIS CONTRIBUTION AGREEMENT (the “Agreement”) is made on and effective as of 25 February 2021.
BETWEEN
(1) TRATON SE (formerly known as Volkswagen Truck & Bus GmbH), a Societas Europaea incorporated and existing under the laws of Germany, registered with the commercial register of the local court in Munich (Amtsgericht München) under number HRB 246068, and having its registered office at Dachauer Str. 641, D-80995 Munich, Germany (the “Contributor”);
AND
(2) TRATON International S.A., a public limited company (société anonyme) existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 247249 and having its registered office located at 19-21, route d’Arlon, L-8009 Strassen, Grand Duchy of Luxembourg (the “Issuer”); each a “Party” and together the “Parties” to this Agreement.
RECITALS
(A) The Contributor holds sixteen million two hundred forty-two thousand twelve (16,242,012) shares of common stock, having a par value of ten US Dollar cents (USD 0.10) each, of Navistar International Corporation, a Delaware corporation registered with the Delaware Department of State: Divisions of Corporation under file number 2337930, and having its registered office located at 251, Little Falls Drive, Wilmington, New Castle, DE 19808, United States of America (“Navistar”) directly in the Contributor’s name on Navistar’s share registry (the “Registered Shares”).
(B) The Contributor also holds three hundred eighty-seven thousand six hundred fifty-five (387,655) shares of common stock, having a par value of ten US Dollar cents (USD 0.10) each of Navistar through UniCredit Bank AG (“UniCredit”) (the “Street Name Shares”, and together with the Registered Shares, the “Assets”)
(C) The Contributor contemplates to contribute the Assets to the Issuer in exchange for the issue of two (2) new preferred shares by the Issuer under the terms and conditions of this Agreement.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. CONSTRUCTION
1.1 Definitions
When used in this Agreement, the following terms have the following meanings:
“Agreement” means this contribution agreement.
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“Assets” has the meaning set out in the above Recitals.
“Beneficial Ownership” means the undivided interest in all economic accoutrements and other rights appurtenant to stock, including the power to instruct action in respect of such stock notwithstanding that registered ownership may be nominally held by another or such power and indicia of ownership otherwise considered indirect or constructive.
“Business Day” means any day on which banks are open for general business in Luxembourg.
“Computershare” has the meaning set out in clause 5.2 of this Agreement.
“Contributor” has the meaning set out in the above parties section.
“EGM” means the general meeting of shareholders of the Issuer resolving to issue the New Shares.
“Issuer” has the meaning set out in the above parties section.
“New Shares” has the meaning set out in clause 2 of this Agreement.
“Party” and “Parties” have the meaning set out in the above parties section.
“Registered Shares” has the meaning set out in the above Recitals.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Street Name Shares” has the meaning set out in the above Recitals.
“Transfer Date” has the meaning set out in clause 2 of this Agreement.
“UniCredit” has the meaning set out in the above Recitals.
1.2 Interpretation
In this Agreement:
(a) any reference to any agreement is to be construed as a reference to such agreement as it may be amended, supplemented, modified or extended from time to time, whether before or after the date hereof;
(b) a reference to a person or persons is, where relevant, deemed to be a reference to or to include their respective successors, permitted assignees or transferees, as appropriate;
(c) reference to clauses are references to clauses to this Agreement and reference to this Agreement includes its annexes, if any;
(d) a reference to a law or regulation or any provisions thereof is to be construed as a reference to such law, regulation or provisions as the same may have been, or may from time to time hereafter be, amended or re-enacted; and
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(e) words denoting the singular include the plural and vice versa;
(f) words denoting a gender also include the other gender;
(g) words denoting persons include bodies corporate, partnerships, associations and any other organised groups of persons or entities whether incorporated or not.
1.3 Clause headings
Clause headings are for ease of reference only and shall not affect interpretation.
2. CONTRIBUTION AND TRANSFER OF THE ASSETS – CONSIDERATION
The Contributor hereby contributes and transfers the Assets to the Issuer in exchange for the issue of two (2) new preferred shares with a nominal value of one hundred Euro (EUR 100.-) each (the “New Shares”) to be issued by the Issuer on the EGM (the “Transfer Date”).
3. VALUATION
The Contributor and the Issuer agree and confirm that the value of the Assets as at the Transfer Date amounts to seven hundred forty million twenty thousand one hundred eighty-one US Dollar and fifty US Dollar cents (USD 740,020,181.50). The Contributor agrees that the total contribution in the amount of seven hundred forty million twenty thousand one hundred eighty-one US Dollar and fifty US Dollar cents (USD 740,020,181.50) shall consist, after conversion into Euro on the basis of the Euro/Dollar conversion rate published by the European Central Bank on the day before the EGM, of two hundred Euro (EUR 200.-) for the share capital and the rest for the share premium account of the preferred shares.
With regard to the planned contribution in kind of the Assets to the Issuer, the Contributor will compensate to the Issuer the difference between the agreed merger price of forty-four US Dollars and fifty US Dollar cents (USD 44.50) per shares of common stock, having a par value of ten US Dollar cents (USD 0.10) each, of Navistar and the average stock price of one (1) share of common stock, having a par value of ten US Dollar cents (USD 0.10), of Navistar observed as of the date of contribution, only in the event that the transaction between the Contributor and Navistar pursuant to which a wholly owned subsidiary of the Contributor shall be merged with and into Navistar with Navistar being the surviving entity would not be closed.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS
4.1 The Contributor represents and warrants to the Issuer that at the Transfer Date:
(a) the Contributor (i) has full Beneficial Ownership of the Assets, (ii) is the registered owner of the Registered Shares in Navistar’s share registry, and (iii) holds the Street Name Shares indirectly through UniCredit. Accordingly, the Contributor is the only person entitled to and having power to dispose of the Assets.
(b) the Assets are freely transferable to the Issuer in accordance with applicable laws.
(c) the Assets are unencumbered, not subject to any lien, arrest, opposition, or any other charge or right of any third party, in particular no pre-emption rights which have not been duly waived or any other rights attached to the Assets by virtue of which any person may be entitled to demand that the Assets be transferred to him.
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(d) the Beneficial Ownership of the Assets shall be validly contributed, converged and transferred by the Contributor to the Issuer upon holding of an extraordinary general meeting in the presence of a Luxembourg notary, whereby the Assets will be contributed to the Issuer against the issuance of the New Shares, without such transfer of Beneficial Ownership being conditional upon any other formalities to be carried out in any other jurisdiction
4.2 For the avoidance of doubt, the Issuer agrees that the Contributor was the stockholder of record on the record date for Navistar’s 2021 annual stockholder meeting (the “Annual Meeting”) and the Issuer therefore acknowledges that, for the sole purpose of the Annual Meeting, the right to vote at the Annual Meeting and any adjournments or postponements thereof shall remain with the Contributor.
4.3 The Issuer represents and warrants to the Contributor that at the Transfer Date:
(a) No General Solicitation. Issuer is not acquiring the Assets as a result of any advertisement, article, notice or other communication regarding the Assets published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
(b) Investment Purpose. Issuer is acquiring the Assets pursuant to an exemption from registration under the Securities Act solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Issuer has acknowledged the Securities Act and any applicable state securities laws and acknowledges that the Assets may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Issuer has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an informed decision with respect to the herein envisaged contribution of the Assets and to protect its own interest in connection with such.
(c) Reliance on Exemptions. Issuer understands that the Assets are being contributed to it in reliance on one or more specific exemptions from the registration requirements of United States federal and state securities Laws and that the Contributor is relying upon the truth and accuracy of Issuer’s representations and warranties set forth in this Agreement to determine the availability of such exemption.
4.4 The Issuer covenants that, immediately following the Transfer Date and before it consummates the intended contribution of the Assets further to TRATON US Inc., a Delaware corporation wholly-owned by the Issuer (“TRATON US”), the Issuer will cause TRATON US to execute a joinder to the stockholder agreement entered into by and among the Contributor and Navistar on 5 September 2016.
4.5 The Issuer covenants that the New Shares shall be validly issued and allotted to the Contributor as fully paid up shares at the EGM.
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5. ADDITIONAL ACTIONS
5.1 The Parties undertake to comply with any necessary formalities, make any necessary registrations, notifications, publications and/or filings and take any further action required in respect of the transfer of the Assets.
5.2 The Contributor undertakes to execute and deliver any documents and agreements and take any further actions deemed by the Contributor, Computershare Trust Company, N.A. (“Computershare”) or UniCredit to be necessary to record the transfer of the Assets from Contributor to TRATON US in the records of Computershare and UniCredit respectively.
6. NO WAIVER
No failure or delay of a Party to exercise any right or remedy under this Agreement shall be considered, or operate as, a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
7. AMENDMENTS
This Agreement may only be amended or supplemented by a written agreement signed by all of the Parties.
8. ASSIGNMENT
None of the Parties may assign any of their rights under this Agreement without the written consent of the other Party.
9. NOTICES
All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered personally to the Party to whom notice is to be given, or (ii) on the first Business Day after delivery to an international courier service, if properly addressed and all costs prepaid, to the Parties as follows:
For the Contributor: Attn. Andreea Costa (T-FA) Dachauer Str. 641 D-80995 Munich Germany
For the Issuer: Attn. Frank Mitschke 19-21 route d’Arlon L-8009 Strassen Grand Duchy of Luxembourg
Either Party may change its address for the purpose of this clause by giving the other Party written notice of its new address.
10. SEVERABILITY
If one or more of the provisions of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability
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of the remaining provisions contained herein shall not in any way be affected and any invalid provision shall be deemed to be severable. Each of the Parties agrees in such case to use its best efforts to negotiate in good faith a legally valid and economically equivalent replacement provision.
11. COSTS
Each Party shall bear its own costs, fees and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement.
12. COUNTERPARTS
This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, all of which shall together constitute one instrument.
13. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. The Parties irrevocably agree that any disputes arising out of or in connection with this Agreement shall be submitted exclusively to the courts of the City of Luxembourg, Grand Duchy of Luxembourg.
The Parties have executed this Agreement in counterparts, each Party acknowledging receipt of one copy on the date first above written.
[Remainder of page remains intentionally blank and signature page follows]
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[Signature page – Contribution Agreement TRATON SE and TRATON International S.A.]
THE CONTRIBUTOR TRATON SE
/s/ Christian Schulz /s/ Annette Danielski By: Christian Schulz By: Annette Danielski Title: Chief Financial Officer Title: Head of Group Finance
THE ISSUER TRATON International S.A.
/s/ Frank Mitschke /s/ Ismaël Aït Hassou By: Frank Mitschke By: Ismaël Aït Hassou Title: Member of the Management Board Title: Daily Business Manager
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Exhibit 22
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made effective as of 25 February, 2021 (the “Effective Date”), by and between TRATON International S.A., a Luxembourg public limited company (société anonyme) existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 247249 and having its registered office located at 19-21, route d’Arlon, L-8009 Strassen, Grand Duchy of Luxembourg (the “TRATON International”) and TRATON US Inc., a Delaware corporation, registered with the Delaware Department of State: Divisions of Corporation under file number 3914783, and having its registered office located at 251, Little Falls Drive, Wilmington, New Castle, DE 19808, United States of America (“TRATON US”)
RECITALS
WHEREAS, on 7 November, 2020, TRATON SE (formerly known as Volkswagen Truck & Bus GmbH), a Societas Europaea existing under the laws of Germany, registered with the commercial register of the local court in Munich (Amtsgericht München) under number HRB 246068, and having its registered office at Dachauer Str. 641, D-80995 Munich, Germany (“Parent”), Navistar International Corporation, a Delaware corporation registered with the Delaware Department of State: Divisions of Corporation under file number 2337930, and having its registered office located at 251, Little Falls Drive, Wilmington, New Castle, DE 19808, United States of America (the “Company”) and Dusk Inc., a Delaware corporation registered with the Delaware Department of State: Divisions of Corporation under file number 4001920, and having its registered office located at 251, Little Falls Drive, Wilmington, New Castle, DE 19808, United States of America, being a wholly-owned indirect subsidiary of Parent (“Merger Subsidiary”) entered into that certain agreement and plan of merger governed by the laws of Delaware (the “Merger Agreement”) pursuant to which Merger Subsidiary shall be merged with and into the Company with the Company being the surviving entity;
WHEREAS, TRATON International is a direct wholly owned subsidiary of Parent and TRATON US is a direct wholly owned subsidiary of TRATON International;
WHEREAS, pursuant to that certain Luxembourg law governed contribution agreement dated as of the date hereof between Parent and TRATON International, Parent contributed, assigned, transferred and conveyed sixteen million six hundred twenty-nine thousand six hundred sixty-seven (16,629,667) shares of the common stock, having a par value of ten US Dollar cents (USD 0.10) each, of the Company (the “Contributed Shares”) to TRATON International in exchange for two (2) newly-issued preferred shares in the share
capital of TRATON International, and TRATON International accepted such contribution, assignment, transfer, conveyance and delivery (the “Initial Contribution”); and
WHEREAS, TRATON International desires to contribute to TRATON US, and TRATON US desires to accept, all of the TRATON International’s right, title and interest in and to, the Contributed Shares in exchange for two (2) shares of preferred stock (the “Preferred Shares”) of TRATON US.
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Immediately following the Initial Contribution, TRATON International hereby contributes, assigns, transfers, conveys and delivers the Contributed Shares to TRATON US, and TRATON US hereby accepts such contribution, assignment, transfer, conveyance and delivery (the “Second Contribution”).
2. TRATON US hereby issues to TRATON International the Preferred Shares in exchange for the Contributed Shares contributed by TRATON International to TRATON US pursuant to the Second Contribution.
3. Each party hereto will execute and deliver such other instruments and documents as may be necessary or advisable to evidence the Second Contribution.
4. For the avoidance of doubt, Parent was the stockholder of record on the record date for the Company’s 2021 annual stockholder meeting (the “Annual Meeting”), and therefore the right to vote at the Annual Meeting and any adjournments or postponements thereof shall remain with Parent.
5. TRATON US acknowledges and agrees that it has executed a joinder to the Stockholder Agreement by and among Parent and the Company dated as of September 5, 2016 (the “Stockholder Agreement”) pursuant to which TRATON US assumed all of the rights and obligations of Parent under the Stockholder Agreement.
6. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns and shall be effective immediately upon its execution and delivery by the parties.
7. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, it controls the direction
of transfer notwithstanding administrative notations to the contrary, and supersedes all prior and contemporaneous understandings, representations and warranties and agreements, both written and oral, with respect to such subject matter.
8. If any provision of this Agreement is held or declared to be void, illegal, or unenforceable for any reason by a court of competent jurisdiction, the offending provision shall, if possible, be reformed by such court in such manner as will implement, to the fullest extent legally permissible, valid and enforceable, the expressed intentions of the undersigned without illegality, invalidity or unenforceability. If such reformation is not possible, the offending provision shall be stricken and all other provisions of this Agreement shall nevertheless remain in full force and effect.
9. This Agreement and the rights and obligations hereunder shall in all respects be governed by and construed under the laws of the State of Delaware without regard to any conflict of laws principles that would require the application of any other law.
10. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same agreement.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
TRATON INTERNATIONAL S.A.
By: /s/ Frank Mitschke Name: Frank Mitschke Title: Member of the Management Board
By: /s/ Ismaël Aït Hassou Name: Ismaël Aït Hassou Title: Daily Business Manager
TRATON US INC.
By: /s/ Do Young Kim Name: Do Young Kim Title: Chairman
By: /s/ Franz Haslinger Name: Franz Haslinger Title: Secretary and Treasurer
[Signature Page – Second Contribution Agreement]