SecProbe.io

January 14, 2021
Via E -mail
Scott B. Crofton , Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004

 Re: Navistar International Corporation
Schedule 13E-3 filed by Navistar International Corporation; TRATON SE;
 Volkswagen AG; Dusk Inc.; and TRATON US Inc.
Filed December 22 , 2020
  File No. 005 -39182

  Preliminary Proxy Statement on Schedule 14A
Filed December 22 , 2020  by Navistar International Corporation
File No.  001-09618

Dear M r. Crofton :

The staff in the Office of Mergers and Acquisitions ha s reviewed the filings referenced
above .  We have the following comments.  In some of our comments, we may ask you to provide
us with information so we may better understand the filing persons’ disclosure.

Please  respond to this letter by amending the filings, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to the filing persons’ facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response .

After reviewing any amendment s to the filings and the information you provide in
response to these comments, we may have additional  comments.  Please note that capitalized
terms used but not defined herein have the meanings ascribed to them in the filings .

Preliminary Proxy Statement on Schedule 14A
General

1. Please revise to include the “Special Factors” disclosure at the front of t he disclosure
document in accordance with Rule 13e -3(e).
Purchaser  Group Members’ Purposes and Reasons for the Merger, page 50

2. We note your disclosure that the Purchaser Group Members “ have undertaken to pursue the
transaction at this time in light of the opportunities they perceive to enhance Parent’s

Scott B. Crofton, Esq.
Sullivan & Cromwell LLP
January 14, 2021
Page 2

 financial performance and competitive position …”  This justification for pursuing the merger
appears to have been generally applicable in  recent years.  Please state with specificity why
the Purchaser Group Members  determined to pursue this transaction now as opposed to at
any other time.  Refer to Item 1013(c) of Regulation M -A.

3. We are unable to locate the table referenced on page 51 sett ing forth the direct and indirect
interests in the Company’s net book value per share and net earnings of Parent before and
after the Merger .  Please advise  or revise .

Backgr ound of the Merger , page 69

4. Refer to the discussion on page 73 regarding the February 25, 2020  meeting , where Mr. Borst
presented, and the Board discussed, a report on synergy opportunities from a potential
business combination  between the Company and TRATON .  Please summarize this report in
the proxy statement or supplementally advise us of why a summary is not required under
Item 1015 of Regulation M -A.

5. Revise to provide additional  background on how the Icahn Stockholders and MHR
Stockholders  determined to support the proposed Merger, and disclose any i nvolvement by
the Company in the negotiation of the respective Voting Agreements.

Reasons for the Merger; Recommendation of the Company’s Board of Directors, page 83

6. Note that under General Instruction E to Schedule 13E -3, negative responses to any
disclosure requirements imposed under Item 7 must be disclosed.  Please provide the
disclosure required by Item 1014(c) , (d), and (e) .

7. The factors listed in Instruction 2 to Item 1014 of Regulation M -A are generally relevant to
each filing person’s fairness  determination and should be discussed in reasonable detail.  See
Question Nos. 20 and 21 of the Exchange Act Release No. 34 -17719 (April 13, 1981).
Please revise this section to either include the factors described in clauses  (i) through (vi)  of
Instruct ion 2 to Item 1014 or explain why the B oard did not deem such factors material or
relevant.

8. Revise to explain how the Board considered the provision in the Merger Agreement
preventing  the Company from participating in discussions with, or otherwise coop erating in
any effort by , any third party seeking to make a separate acquisition proposal.

Opinions of the Financial Advisors to the Company , page 88

9. Revise to explain why the Company retain ed two separate financial advisors  in connection
with the Merger.

Scott B. Crofton, Esq.
Sullivan & Cromwell LLP
January 14, 2021
Page 3

 Certain Company Forecasts, page 97

10. With respect to your summary of the Base Case and Upside Case management projections,
disclosure on page 102 indicates that such projections were formulated or presented in
November 202 0.  However, earlier disclosure, including on page 97, states that the Company
provided these projections to the financial advisors in October 2020.  Please revise to clarify.
If separate sets of projections were formulated in October and November, please  revise to
disclose the required summary for each.

11. Remove the disclaimer on page 98 that shareholders should not infer that any of the
management projections w ere considered material by the Board.  In this respect, we note that
the Board listed as a facto r supporting its fairness determination the receipt of the fairness
opinions , and such fairness opinions relied in part upon the management projections.

Financing of the Merger, page 103
12. We note that Volkswagen International Luxemburg S.A. has agreed to p rovide Parent an
unsecured committed loan in order to finance the transaction.  With a view toward revised
disclosure, please advise us of the existence of any material conditions to this financing
arrangement.

13. Refer to our last comment above.  Please fil e the loan agreement as an exhibit to the
Schedule 13E -3.  Refer to Item 16 of Schedule 13E -3 and Item 1016(b) of Regulation M -A.

*    *    *

 We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwi thstanding any review, comments, action or absence of action by the staff.

  Please direct any ques tions to me at (202) 551 -7951.

Sincerely,

        /s/ Joshua Shainess

Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions