SEC Comment Letter for NAVISTAR INTERNATIONAL CORP (CIK 0000808450) — Jan 27, 2021

NAVISTAR INTERNATIONAL CORP (CIK 0000808450)
Date: Jan. 27, 2021 · CIK: 0000808450 · Accession: 0000000000-21-001018

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AI Filing Summary & Sentiment

File numbers found in text: 001-09618

Date

January 27, 2021

Author

/s/ Joshua Shainess

Form

UPLOAD

Company

NAVISTAR INTERNATIONAL CORP (CIK 0000808450)

Letter

January 27, 2021 Via E -mail Scott B. Crofton , Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 Revised Preliminary Proxy Statement on Schedule 14A Filed January 21, 2021 by Navistar International Corporation File No. 001-09618

Re: Navistar International Corporation Amendment No. 1 to Schedule 13E-3 filed by Navistar International Corporation et al. Filed January 21, 2021 File No. 005 -39182

Dear M r. Crofton :

The staff in the Office of Mergers and Acquisitions ha s reviewed the filings referenced above . We have the following comment .

Preliminary Proxy Statement on Schedule 14A Certain Company Forecasts , page 80

1. Refer to prior comment 4 . As discussed by phone on January 26, 2021, p lease revise to summarize the discussion materials prepared by mana gement regarding potentia l synergies in your proxy statement . Refer to Item 1015 of Regulation M -A.

* * *

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

Sincerely,
/s/ Joshua Shainess

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January 27, 2021
Via E -mail
Scott B. Crofton , Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004

 Re: Navistar International Corporation
Amendment No. 1 to Schedule 13E-3 filed by Navistar International
 Corporation  et al.
Filed January 21, 2021
  File No. 005 -39182

  Revised Preliminary Proxy Statement on Schedule 14A
Filed January 21, 2021  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 comment .

Preliminary Proxy Statement on Schedule 14A
Certain Company Forecasts , page 80

1. Refer to prior comment 4 .  As discussed by phone on January 26, 2021, p lease revise to
summarize the discussion materials prepared by mana gement regarding potentia l synergies in
your proxy statement .  Refer to Item 1015 of Regulation M -A.

*    *    *

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

Sincerely,

        /s/ Joshua Shainess

Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions

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