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): September 19, 2017 (September 18, 2017)

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (331) 332-5000

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:

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 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.  ☐

Amendment to NFC Credit Agreement

On September 18, 2017, Navistar Financial Corporation (“NFC”) entered into an Amendment No. 1 (the “Amendment”) to the Third Amended and Restated Credit Agreement, dated as of May 27, 2016, by and among NFC and Navistar Financial, S.A. de C.V., Sociedad Financiera De Objeto Multiple, Entidad Regulada, a Mexican corporation, as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as syndication agent, pursuant to which (i) the interest rates and commitment fee percentages applicable to revolving loans with respect to extended revolving commitments were reduced, (ii) the revolving maturity date was extended to September 18, 2021, (iii) the swingline facility was increased to $50 million, (iv) the definition of “Change in Control” was revised to include Volkswagen AG and its affiliates as permitted holders, (v) the definition of “Permitted Investments” was revised, (vi) a dividend and investment basket of up to $150,000,000, depending upon the amount of acceptable additional indebtedness incurred by the borrowers or NFC’s subsidiaries, was added and (vii) provisions to address the planned elimination of LIBOR were added.

The Amendment reduces the interest rates applicable to revolving loans with respect to extended revolving commitments by approximately 0.75% to 1.25% and the commitment fee percentages applicable to revolving loans with respect to extended revolving commitments by approximately 0.125% to 0.375%, in each case, depending upon the ratings of Navistar International Corporation and NFC. Under the terms of the Amendment (i) the interest rate on revolving loans with respect to extended revolving commitments is based, at the borrower’s option, on an adjusted eurodollar rate, plus a margin of 2.25% to 4.00%, or a base rate, plus a margin of 1.25% to 3.00%, and (ii) the commitment fee percentage applicable to revolving loans with respect to extended revolving commitments is 0.375% to 0.625%. In connection with the Amendment, NFC paid certain fees, the total of which NFC does not believe is material to its financial position or results of operations.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 and incorporated by reference herein.

(d) Exhibits

Forward-Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of the federal securities laws. 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. For a further description of these factors, see the risk factors set forth in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended October 31, 2016. 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. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.

SIGNATURE

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.

Dated: September 19, 2017