June 24, 2014
/PRNewswire/ -- Navistar International Corporation (NYSE: NAV) announced today that its Board of Directors approved an amendment to the company's Stockholder Rights Plan that, in essence, turns the existing Stockholder Rights Plan into a Tax Asset Protection Plan. This Tax Asset Protection Plan was adopted to protect the long-term value of Navistar's substantial tax assets and will expire on
September 1, 2014
. The existing Stockholder Rights Plan was to expire on
July 1, 2014
The Existing Stockholder Rights Plan
The amendment to Stockholder Right Plan has the effect of turning the existing Stockholder Rights Plan (which is commonly referred to as a "poison pill") into a Tax Asset Protection Plan. The current plan was first adopted in
and exempted any person or group from owning 15 percent or more of the company's common stock. That plan was amended in
with the exemption increased to 19.99 percent and the expiration extended to
June 18, 2015
June 17, 2014
, the plan was further amended to have the plan expire on
July 1, 2014
. At the company's Annual Meeting of Stockholders in
, a non-binding advisory vote to terminate the Stockholder Rights Plan was proposed and overwhelmingly approved.
"Since the inception of the Stockholder Rights Plan, the Navistar Board has regularly reviewed the plan to determine its alignment with the best interests of the company," said
, Navistar Board of Directors non-executive chairman. "In adherence with corporate governance best practices and with the consideration of the input of our shareholders, we believe the existing Stockholder Rights Plan should be removed, but at the same time, it is appropriate to implement this Tax Asset Protection Plan."
Tax Asset Protection Plan
The Tax Asset Protection Plan was adopted to protect Navistar's valuable tax assets by reducing the likelihood of an unintended "ownership change" under IRS guidelines. This plan is similar to tax protection plans adopted by other public companies with significant tax attributes. As of
October 31, 2013
, Navistar had a federal net operating loss carryforward of approximately
Under Section 382 of the Internal Revenue Code, the use of the company's net operating loss and other carryforwards would be limited in the event of an "ownership change," which is defined as a cumulative change of more than 50 percent during any three year period by stockholders owning 5 percent or more of the company's stock.