Exhibit 99.2
THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT BEEN APPROVED BY
THE BANKRUPTCY COURT. THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN.
ACCEPTANCE OR REJECTION MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE
BANKRUPTCY COURT. THE INFORMATION IN THE DISCLOSURE STATEMENT IS SUBJECT TO CHANGE. THIS
DISCLOSURE STATEMENT IS NOT AN OFFER TO SELL ANY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY
ANY SECURITIES.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
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In re:
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Chapter 11 |
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VISTEON CORPORATION, et al.,1 |
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Case No. 09-11786 (CSS) |
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) |
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) |
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Jointly Administered |
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Debtors.
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) |
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) |
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DEBTORS FIRST AMENDED DISCLOSURE STATEMENT FOR THE FIRST
AMENDED JOINT PLAN OF REORGANIZATION OF VISTEON CORPORATION
AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE UNITED
STATES BANKRUPTCY CODE
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PACHULSKI STANG ZIEHL & JONES LLP |
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KIRKLAND & ELLIS LLP |
Laura Davis Jones (DE Bar No. 2436)
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James H. M. Sprayregen, P.C. (IL 6190206) |
James E. ONeill (DE Bar No. 4042)
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James J. Mazza, Jr. (IL 6275474) |
Mark M. Billion (DE Bar No. 5263)
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Sienna R. Singer (IL 6287154) |
919 North Market Street, 17th Floor
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300 North LaSalle |
Wilmington, Delaware 19899-8705
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Chicago, Illinois 60654 |
Telephone: (302) 652-4100
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Telephone: (312) 862-2000 |
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Marc Kieselstein, P.C. (IL 6199255) |
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Brian S. Lennon (NY 4215083) |
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601 Lexington Avenue |
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New York, New York 10022-4611 |
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Telephone: (212) 446-4800 |
Attorneys for the Debtors and Debtors in Possession
Dated: March 15, 2010
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1 |
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The Debtors in these chapter 11 cases, along with the last
four digits of each Debtors federal tax identification number, are: Visteon
Corporation (9512); ARS, Inc. (3590); Fairlane Holdings, Inc. (8091);
GCM/Visteon Automotive Leasing Systems, LLC (4060); GCM/Visteon Automotive
Systems, LLC (7103); Infinitive Speech Systems Corp. (7099); MIG-Visteon
Automotive Systems, LLC (5828); SunGlas, LLC (0711); The Visteon Fund (6029);
Tyler Road Investments, LLC (9284); VC Aviation Services, LLC (2712); VC
Regional Assembly & Manufacturing, LLC (3058); Visteon AC Holdings Corp.
(9371); Visteon Asia Holdings, Inc. (0050); Visteon Automotive Holdings, LLC
(8898); Visteon Caribbean, Inc. (7397); Visteon Climate Control Systems Limited
(1946); Visteon Domestic Holdings, LLC (5664); Visteon Electronics Corporation
(9060); Visteon European Holdings Corporation (5152); Visteon Financial
Corporation (9834); Visteon Global Technologies, Inc. (9322); Visteon Global
Treasury, Inc. (5591); Visteon Holdings, LLC (8897); Visteon International
Business Development, Inc. (1875); Visteon International Holdings, Inc. (4928);
Visteon LA Holdings Corp. (9369); Visteon Remanufacturing Incorporated (3237);
Visteon Systems, LLC (1903); Visteon Technologies, LLC (5291). The location of
the Debtors corporate headquarters and the service address for all the Debtors
is: One Village Center Drive, Van Buren Township, Michigan 48111. |
TABLE OF CONTENTS
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ARTICLE I. INTRODUCTION |
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A. Rules of Interpretation |
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ARTICLE II. OVERVIEW OF THE PLAN |
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A. General Structure of the Plan |
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B. Exit Financing Facility |
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C. Treatment of Claims and Interests |
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D. Treatment of Claims and Interests Under the Plan |
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E. Liquidation and Valuation Analyses |
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F. Certain Factors to Be Considered Prior to Voting |
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ARTICLE III. VOTING PROCEDURES |
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A. Vote Required for Acceptance by a Class |
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B. Classes Not Entitled to Vote |
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C. Solicitation Procedures |
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D. Voting Procedures |
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E. Confirmation Hearing |
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F. Confirmation and Consummation of the Plan |
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ARTICLE IV. GENERAL INFORMATION |
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A. Overview of the Debtors History and Industry |
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B. Visteons Products and Services |
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C. Visteons Customers |
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D. Visteons Corporate Structure |
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E. Visteons Competition |
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F. Executive Officers of the Debtors |
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G. Employees |
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H. Benefit Plans |
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I. The Debtors Prepetition Capital Structure |
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ARTICLE V. THE CHAPTER 11 CASES |
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A. Events Leading to the Commencement of the Chapter 11 Cases |
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B. Stabilization of Operations |
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C. Appointment of the Creditors Committee |
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D. Operational Restructuring Activity, Liquidity Enhancements, and
Business Plan Development and Implementation |
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E. Postpetition Financing |
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F. Addressing Legacy Liabilities |
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G. Analyzing Executory Contracts and Unexpired Leases |
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H. Employee Incentive, Severance, and Retention Programs |
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I. Analysis and Resolution of Claims |
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J. Negotiations Relating to the Development of the Plan |
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ARTICLE VI. PLAN SUMMARY |
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A. Overview of Chapter 11 |
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B. Overall Structure of the Plan |
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C. Administrative and Priority Claims |
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D. Classification of Claims and Interests |
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E. Treatment of Classes of Claims and Interests |
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F. Special Provision Governing Unimpaired Claims |
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G. Provisions for Implementation of the Plan |
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H. Treatment of Executory Contracts and Unexpired Leases |
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I. Procedures for Resolving Disputed Claims and Interests |
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J. Provisions Governing Distributions |
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K. Effect of Confirmation of the Plan |
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L. Conditions Precedent to Consummation of the Plan |
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M. Retention of Jurisdiction |
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N.
Miscellaneous Provisions |
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ARTICLE VII. STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN |
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A. The Confirmation Hearing |
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B. Confirmation Standards |
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C. Liquidation Analyses |
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D. Valuation Analysis |
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E. Financial Feasibility |
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F. Acceptance by Impaired Classes |
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G. Confirmation Without Acceptance By All Impaired Classes |
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ARTICLE
VIII. PLAN-RELATED RISK FACTORS AND ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN |
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A. General |
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B. Certain Bankruptcy Law Considerations |
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C. Risk Factors That May Affect the Value of the Securities to Be Issued
Under the Plan |
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D. Risk Factors That Could Negatively Impact the Debtors Business |
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E. Risks Associated with Forward Looking Statements |
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F. Disclosure Statement Disclaimer |
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G. Liquidation Under Chapter 7 |
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ARTICLE IX. CERTAIN FEDERAL INCOME TAX CONSEQUENCES |
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A. Certain United States Federal Income Tax Consequences to Holders of
Allowed Claims |
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B. Certain United States Federal Income Tax Consequences to the
Reorganized Debtors |
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ARTICLE X. RECOMMENDATION |
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EXHIBITS
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Exhibit A
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First Amended Joint Plan of Reorganization of Visteon
Corporation and Its Debtor Affiliates Pursuant to Chapter 11 of
the United States Bankruptcy Code |
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Exhibit B
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Approved Disclosure Statement Order [To Be Filed] |
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Exhibit C
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The Reorganized Debtors Financial Projections |
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Exhibit D
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Liquidation Analyses |
DISCLAIMER
THE DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF THE DEBTORS PLAN AND
CERTAIN OTHER DOCUMENTS AND FINANCIAL INFORMATION. THE INFORMATION INCLUDED IN THE DISCLOSURE
STATEMENT IS PROVIDED FOR THE PURPOSE OF SOLICITING ACCEPTANCES OF THE PLAN AND SHOULD NOT BE
RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER AND HOW TO VOTE ON THE PLAN. THE
DEBTORS BELIEVE THAT THESE SUMMARIES ARE FAIR AND ACCURATE. THE SUMMARIES OF THE FINANCIAL
INFORMATION AND THE DOCUMENTS WHICH ARE ATTACHED TO, OR INCORPORATED BY REFERENCE IN, THE
DISCLOSURE STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO SUCH INFORMATION AND
DOCUMENTS. IN THE EVENT OF ANY INCONSISTENCY OR DISCREPANCY BETWEEN A DESCRIPTION IN THE
DISCLOSURE STATEMENT AND THE TERMS AND PROVISIONS OF THE PLAN OR THE OTHER DOCUMENTS AND FINANCIAL
INFORMATION INCORPORATED IN THE DISCLOSURE STATEMENT BY REFERENCE, THE PLAN OR THE OTHER DOCUMENTS
AND FINANCIAL INFORMATION, AS THE CASE MAY BE, SHALL GOVERN FOR ALL PURPOSES.
THE STATEMENTS AND FINANCIAL INFORMATION CONTAINED IN THE DISCLOSURE STATEMENT HAVE BEEN MADE
AS OF THE DATE OF THE DISCLOSURE STATEMENT UNLESS OTHERWISE SPECIFIED. HOLDERS OF CLAIMS AND
INTERESTS REVIEWING THE DISCLOSURE STATEMENT SHOULD NOT ASSUME AT THE TIME OF SUCH REVIEW THAT
THERE HAVE BEEN NO CHANGES IN THE FACTS SET FORTH IN THE DISCLOSURE STATEMENT SINCE THE DATE OF THE
DISCLOSURE STATEMENT. EACH HOLDER OF A CLAIM ENTITLED TO VOTE ON THE PLAN SHOULD CAREFULLY REVIEW
THE PLAN, THE DISCLOSURE STATEMENT, AND THE PLAN SUPPLEMENT IN THEIR ENTIRETY BEFORE CASTING A
BALLOT. THE DISCLOSURE STATEMENT DOES NOT CONSTITUTE LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE.
ANY ENTITIES DESIRING ANY SUCH ADVICE SHOULD CONSULT WITH THEIR OWN ADVISORS.
NO ONE IS AUTHORIZED TO PROVIDE ANY INFORMATION WITH RESPECT TO THE PLAN OTHER THAN THAT WHICH
IS CONTAINED IN THE DISCLOSURE STATEMENT. NO REPRESENTATIONS CONCERNING THE DEBTORS OR THE VALUE
OF THEIR PROPERTY HAVE BEEN AUTHORIZED BY THE DEBTORS OTHER THAN AS SET FORTH IN THE DISCLOSURE
STATEMENT AND THE DOCUMENTS ATTACHED TO THE DISCLOSURE STATEMENT. ANY INFORMATION, REPRESENTATIONS,
OR INDUCEMENTS MADE TO OBTAIN AN ACCEPTANCE OF THE PLAN WHICH ARE OTHER THAN AS SET FORTH, OR
INCONSISTENT WITH, THE INFORMATION CONTAINED IN THE DISCLOSURE STATEMENT, THE DOCUMENTS ATTACHED TO
THE DISCLOSURE STATEMENT, AND THE PLAN SHOULD NOT BE RELIED UPON BY ANY HOLDER OF A CLAIM OR
INTEREST.
WITH RESPECT TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS, AND OTHER PENDING, THREATENED, OR
POTENTIAL LITIGATION OR OTHER ACTIONS, THE DISCLOSURE STATEMENT DOES NOT CONSTITUTE, AND MAY NOT
1
BE CONSTRUED AS, AN ADMISSION OF FACT, LIABILITY, STIPULATION, OR WAIVER, BUT RATHER AS A
STATEMENT MADE IN THE CONTEXT OF SETTLEMENT NEGOTIATIONS PURSUANT TO RULE 408 OF THE FEDERAL RULES
OF EVIDENCE.
THE SECURITIES DESCRIBED IN THE DISCLOSURE STATEMENT TO BE ISSUED PURSUANT TO THE PLAN WILL BE
ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, AS AMENDED, OR ANY SIMILAR FEDERAL, STATE, OR
LOCAL LAW, GENERALLY IN RELIANCE ON THE EXEMPTIONS SET FORTH IN SECTION 1145 OF THE BANKRUPTCY
CODE.
THE DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION COMMENTED UPON THE ACCURACY OR ADEQUACY OF THE
STATEMENTS CONTAINED IN THE DISCLOSURE STATEMENT.
THE FINANCIAL INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE INTO THE DISCLOSURE
STATEMENT HAS NOT BEEN AUDITED, EXCEPT AS SPECIFICALLY INDICATED OTHERWISE.
THE FINANCIAL PROJECTIONS, ATTACHED HERETO AS EXHIBIT C AND DESCRIBED IN THE
DISCLOSURE STATEMENT, HAVE BEEN PREPARED BY THE DEBTORS MANAGEMENT TOGETHER WITH THEIR ADVISORS.
THE FINANCIAL PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A
VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY THE DEBTORS MANAGEMENT
AND THEIR ADVISORS, MAY NOT ULTIMATELY BE REALIZED, AND ARE INHERENTLY SUBJECT TO SIGNIFICANT
BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY, REGULATORY, MARKET, AND FINANCIAL UNCERTAINTIES AND
CONTINGENCIES, MANY OF WHICH ARE BEYOND THE DEBTORS CONTROL. THE DEBTORS CAUTION THAT NO
REPRESENTATIONS CAN BE MADE AS TO THE ACCURACY OF THESE PROJECTIONS OR TO THE ABILITY TO ACHIEVE
THE PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE. FURTHER, EVENTS AND
CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THE FINANCIAL PROJECTIONS WERE PREPARED MAY
BE DIFFERENT FROM THOSE ASSUMED OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND, THUS, THE
OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR MATERIALLY
BENEFICIAL MANNER. THEREFORE, THE FINANCIAL PROJECTIONS MAY NOT BE RELIED UPON AS A GUARANTEE OR
OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR.
PLEASE REFER TO ARTICLE VIII OF THE DISCLOSURE STATEMENT, ENTITLED PLAN-RELATED RISK FACTORS
AND ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN FOR A DISCUSSION OF CERTAIN FACTORS
THAT A CREDITOR VOTING ON THE PLAN SHOULD CONSIDER.
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FOR A VOTE ON THE PLAN TO BE COUNTED, THE BALLOT INDICATING ACCEPTANCE OR REJECTION OF THE
PLAN MUST BE RECEIVED BY KURTZMAN CARSON CONSULTANTS, LLC, THE DEBTORS CLAIMS AND SOLICITATION
AGENT (KCC) NO LATER THAN 5:00 P.M. PREVAILING PACIFIC TIME, ON MAY 21, 2010. SUCH
BALLOTS SHOULD BE CAST IN ACCORDANCE WITH THE SOLICITATION PROCEDURES DESCRIBED IN FURTHER DETAIL
IN ARTICLE III OF THE DISCLOSURE STATEMENT. ANY BALLOT RECEIVED AFTER THE VOTING DEADLINE SHALL NOT
BE COUNTED UNLESS OTHERWISE DETERMINED BY THE DEBTORS IN THEIR SOLE AND ABSOLUTE DISCRETION.
THE CONFIRMATION HEARING WILL COMMENCE ON [], 2010 AT [] A.M./P.M. PREVAILING EASTERN TIME,
BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, UNITED STATES BANKRUPTCY JUDGE, IN THE UNITED STATES
BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, WILMINGTON, DELAWARE 19801.
THE DEBTORS MAY CONTINUE THE CONFIRMATION HEARING FROM TIME TO TIME WITHOUT FURTHER NOTICE OTHER
THAN AN ADJOURNMENT ANNOUNCED IN OPEN COURT OR A NOTICE OF ADJOURNMENT FILED WITH THE BANKRUPTCY
COURT AND SERVED ON THE MASTER SERVICE LIST AND THE ENTITIES WHO HAVE FILED AN OBJECTION TO THE
PLAN, WITHOUT FURTHER NOTICE TO PARTIES IN INTEREST. THE BANKRUPTCY COURT, IN ITS DISCRETION AND
BEFORE THE CONFIRMATION HEARING, MAY PUT IN PLACE ADDITIONAL PROCEDURES GOVERNING THE CONFIRMATION
HEARING. THE PLAN MAY BE MODIFIED, IF NECESSARY, PRIOR TO, DURING, OR AS A RESULT OF THE
CONFIRMATION HEARING, WITHOUT FURTHER NOTICE TO PARTIES IN INTEREST.
THE PLAN OBJECTION DEADLINE IS [], 2010, AT 5:00 P.M. PREVAILING EASTERN TIME. ALL PLAN
OBJECTIONS MUST BE FILED WITH THE BANKRUPTCY COURT AND SERVED ON THE DEBTORS AND CERTAIN OTHER
PARTIES IN INTEREST IN ACCORDANCE WITH THE DISCLOSURE STATEMENT ORDER SO THAT THEY ARE RECEIVED ON
OR BEFORE THE PLAN OBJECTION DEADLINE.
3
ARTICLE I.
INTRODUCTION
On May 28, 2009, (the Petition Date), the above captioned debtors and debtors in
possession (collectively, the Debtors, and with their non-Debtor affiliates,
Visteon) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware (the Chapter 11 Cases).
On May 29, 2009, the Bankruptcy Court entered an order jointly administering the Chapter 11 Cases
pursuant to Bankruptcy Rule 1015(b) under the lead case: Visteon Corporation; Case No. 09-11786.
The Debtors are operating their business and managing their properties as debtors in possession
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee has been appointed in the
Chapter 11 Cases. On June 8, 2009, the United States Trustee for the District of Delaware (the
United States Trustee) appointed an official committee of unsecured creditors (the
Creditors Committee) pursuant to section 1102 of title 11 of the United States Code, 11
U.S.C. §§ 101-1532 (the Bankruptcy Code) [Docket No. 178].
The Debtors filed a plan of reorganization and accompanying disclosure statement with the
Bankruptcy Court on December 17, 2009 [Docket Nos. 1475, 1476]. The Debtors submit this first
amended disclosure statement (the Disclosure Statement) pursuant to section 1125 of the
Bankruptcy Code for purposes of soliciting votes to accept or reject the First Amended Joint Plan
of Reorganization of Visteon Corporation and Its Debtor Affiliates Pursuant to Chapter 11 of the
Bankruptcy Code (the Plan), a copy of which is attached to the Disclosure Statement as
Exhibit A.2
This Disclosure Statement sets forth certain information regarding the Debtors
prepetition operations and financial history, their reasons for seeking protection under chapter
11, and significant events that have occurred during the Chapter 11 Cases. This Disclosure
Statement also describes certain terms and provisions of the Plan, certain effects of Confirmation
of the Plan, certain risk factors associated with the Plan and the securities to be issued under
the Plan, and the manner in which distributions will be made under the Plan. In addition, this
Disclosure Statement discusses the requirements for Confirmation of the Plan and the voting
procedures that holders of Claims entitled to vote on the Plan must follow for their votes to be
counted.
A. Rules of Interpretation
The following rules for interpretation and construction shall apply to the Disclosure
Statement: (1) whenever from the context it is appropriate, each term, whether stated in the
singular or the plural, shall include both the singular and the plural, and pronouns stated in the
masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;
(2) unless otherwise specified, any reference in the Disclosure Statement to a contract,
instrument, release, indenture, or other agreement or document being in a particular form or on
particular terms and conditions means that such document shall be substantially in such form or
substantially on such terms and conditions; (3) unless otherwise specified, any reference in the
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Capitalized terms used in the Disclosure Statement and not
otherwise defined shall have the meanings ascribed to such terms in Article I.A
of the Plan. |
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Disclosure Statement to an existing document, schedule, or exhibit, whether or not filed,
shall mean such document, schedule, or exhibit, as it may have been or may be amended, modified, or
supplemented; (4) any reference to an Entity as a holder of a Claim or Interest includes that
Entitys successors and assigns; (5) unless otherwise specified, all references in the Disclosure
Statement to Articles are references to Articles of the Disclosure Statement; (6) unless otherwise
specified, all references in the Disclosure Statement to exhibits are references to exhibits to the
Disclosure Statement; (7) the words herein, hereof, and hereto refer to the Disclosure
Statement in its entirety rather than to a particular portion of the Disclosure Statement; (8)
captions and headings to Articles are inserted for convenience of reference only and are not
intended to be a part of or to affect the interpretation of the Disclosure Statement; (9) unless
otherwise set forth in the Disclosure Statement, the rules of construction set forth in section 102
of the Bankruptcy Code shall apply; (10) any term used in capitalized form in the Disclosure
Statement that is not otherwise defined in the Disclosure Statement, Plan, or exhibits to the
Disclosure Statement Order, but that is used in the Bankruptcy Code or the Bankruptcy Rules shall
have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as
applicable; (11) all references to docket numbers of documents filed in the Chapter 11 Cases are
references to the docket numbers under the Bankruptcy Courts CM/ECF system; (l2) all references to
statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to
time, unless otherwise stated; (13) in computing any period of time prescribed or allowed, the
provisions of Bankruptcy Rule 9006(a) shall apply, and if the date on which a transaction may occur
pursuant to the Disclosure Statement shall occur on a day that is not a Business Day, then such
transaction shall instead occur on the next succeeding Business Day; and (14) unless otherwise
specified, all references in the Disclosure Statement to monetary figures shall refer to currency
of the United States of America.
ARTICLE II.
OVERVIEW OF THE PLAN
A. General Structure of the Plan
The Plan provides for the discharge of Claims and Interests through the (1) issuance of New
Visteon Common Stock or (2) payment of Cash to Trade Claims. Under the Plan, Reorganized Visteon
shall issue New Visteon Common Stock to holders of Term Loan Facility Claims, the 12.25% Senior
Notes Claim, and General Unsecured Claims to provide these holders with a recovery in the form of
Reorganized Visteons Distributable Equity Value of $1.920 billion. Based on the relative
priorities of the Term Loan Facility Claims, 12.25% Senior Notes Claim, and General Unsecured
Claims, Reorganized Visteons Distributable Equity Value shall be distributed to such Claims in the
following respective percentages: 85.0% to the Term Loan Facility Claims; 6.0% 6.4% to the 12.25%
Senior Notes Claim; and 8.6% 9.0% to the General Unsecured Claims. The holders of the Term Loan
Facility Claims receive the highest percentage of Reorganized Visteons Distributable Equity Value
based on their collateral position holding a first Lien against the Debtors most valuable assets,
including certain Debtor foreign stock holding companies (the Foreign Stock Holding
Companies) and at least 65% of the Foreign Stock Holding Companies equity interests in their
foreign subsidiaries. After the Term Loan Facility Claims are satisfied in full, including
postpetition default and compound interest, holders of the 12.25% Senior Notes Claim and General
Unsecured Claims shall receive the remaining Distributable Equity Value given that the Plan
provides for the Reorganized Debtors
5
maintenance of the Pension Plans, thus eliminating the contingent claims for pension
termination liabilities held by the Pension Benefit Guaranty Corporation (the PBGC).
Holders of the 12.25% Senior Notes Claim will receive a higher percentage of Distributable Equity
Value than holders of other General Unsecured Claims based on guarantees provided by Visteon
Corporations wholly-owned domestic operating subsidiaries under the 12.25% Senior Note Indenture
against which holders of the General Unsecured Claims do not have Claims. After the 12.25% Senior
Notes Claim receive the value from the wholly-owned domestic operating subsidiaries, the remaining
Distributable Equity Value is then shared Pro Rata between the holders of the General Unsecured
Claims.
Holders of Trade Claims shall receive a Cash recovery from a pool of $23.9 million in Cash.
Administrative Claims, DIP Facility Claims, Priority Tax Claims, Professional Claims, and certain
other Secured Claims will be paid in full in Cash from Cash on hand and from the Debtors existing
assets. All Interests in Visteon Corporation will be extinguished. Intercompany Interests and
Intercompany Claims shall be reinstated in the Reorganized Debtors discretion.
B. Exit Financing Facility
The Plan also contemplates the Reorganized Debtors entry into an Exit Financing Facility
providing up to $300.0 million in Cash availability, or such greater amount as determined by the
Debtors with the consent of the Requisite Holders. The financial projections, attached hereto as
Exhibit C (the Financial Projections), do not project that the Exit Financing
Facility will be drawn on the Effective Date.
C. Treatment of Claims and Interests
1. Classification
The Plan divides all Claims, except Administrative Claims, Professional Claims, DIP Facility
Claims, and Priority Tax Claims, and all Interests into various Classes. Listed below is a summary
of the Classes of Claims and Interests under the Plan.
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Class |
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Claim or Interest Type |
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A
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ABL Claims |
B
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Secured Tax Claims |
C
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Other Secured Claims |
D
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Other Priority Claims |
E
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Term Loan Facility Claims |
F
|
|
12.25% Senior Note Claims |
G
|
|
General Unsecured Claims |
H
|
|
Trade Claims |
I
|
|
Intercompany Claims |
J
|
|
Interests in Visteon Corporation |
K
|
|
Intercompany Interests |
L
|
|
Section 501(b) Claims |
6
2. Unclassified Claims
In accordance with section 1123(a)(1) of the Bankruptcy Code, the Plan does not classify
Administrative Claims, Professional Claims, DIP Facility Claims, or Priority Tax Claims. These
Claims are therefore excluded from the Classes of Claims set forth in Article III of the Plan.
|
|
|
|
|
|
|
|
|
|
|
Estimated Aggregate |
|
|
|
|
|
|
Amount of Allowed |
|
Projected Recovery |
Claim |
|
Plan Treatment |
|
Claims |
|
Under the Plan |
Administrative and
Professional Claims |
|
Paid in full in Cash. |
|
$105 million3 |
|
100% |
|
|
|
|
|
|
|
DIP Facility Claims |
|
Paid in full in Cash, unless otherwise agreed. |
|
$75 million |
|
100% |
|
|
|
|
|
|
|
Priority Tax Claims |
|
Paid in full in Cash. |
|
$5.3 million |
|
100% |
D. Treatment of Claims and Interests Under the Plan
The table below summarizes the Classes of Claims and Interests under the Plan, the treatment
of such Classes, the voting rights of such Classes, and the projected recovery under the Plan, if
any, for such Classes. To the extent of any inconsistency between the summaries contained in the
Disclosure Statement and that set forth in the Plan, the Plan shall govern. The projected
recoveries are based upon certain assumptions contained in the valuation analysis prepared by the
Debtors and their advisors, as described in further detail in Article VII (the Valuation
Analysis). As more fully described below, the Debtors assumed reorganization value of the
New Visteon Common Stock was derived from commonly accepted valuation techniques and is not an
estimate of the trading value for such securities. The ranges of recoveries listed below are based
on various assumptions, including assumptions regarding the total amount of Allowed General
Unsecured Claims and Trade Claims.
The Debtors have developed low and high-end ranges of estimates for the ultimate amount of
Allowed General Unsecured Claims in Class G, as set forth in the chart below. The range of
estimates is based upon a number of assumptions, including, the following.
The Debtors low-end estimate of Allowed Class G General Unsecured Claims assumes, among other
things, that: (1) no Claims will be Allowed against the Debtors on account of the Visteon UK
Pension Plan (the VUK Pension Plan) or the Visteon Engineering Services Pension Plan (the
VES Pension Plan); (2) no Claims will be Allowed against the Debtors on account of the
termination of the Visteon Corporation Supplemental Executive Retirement Plan (the SERP),
the Visteon Corporation Pension Parity Plan (the PPP), and the Visteon Corporation
Executive Separation Allowance Plan (the ESAP); (3) certain customer Claims,
|
|
|
3 |
|
The estimate for Allowed Administrative Claims and
Professional Claims does not include amounts paid by the Debtors in the
ordinary course of business during the Chapter 11 Cases. |
7
including warranty and services contract Claims, will not ultimately be Allowed based on
mutually agreed to contractual amendments or Claim waivers; and (4) contingent litigation Claims
will be resolved in amounts at the low end of possible litigation
outcomes.4
In contrast, the high-end estimates for Claims assume maximum liability for a number of
contingent, unliquidated, and Disputed Claims including: (1) Allowed Claims for approximately $30.9
million against the Debtors on account of the termination of the SERP, PPP, and ESAP; (2) certain
customer contract and warranty Claims for approximately $120 million, including Claims related to
agreements with Ford Motor Company (Ford); and (3) certain litigation related Claims will
be Allowed at the high range of possible litigation outcomes (but not at the face amount stated on
the relevant Proof of Claim).5 Neither the high nor the low end estimates on which the
recoveries stated below are based project allowance of any Claims on account of the VUK Pension
Plan or the VES Pension Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Range of |
|
Estimated Range of |
|
|
Type of Claim or |
|
|
|
|
|
Allowed Claims or |
|
% Recovery of under |
Class |
|
Equity Interest |
|
Treatment of Claim/Interest |
|
Interests |
|
the
Plan6 |
A |
|
ABL Claims |
|
Paid in full in Cash. |
|
$127.15 million |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B |
|
Secured Tax Claims |
|
Paid in full in Cash. |
|
$2.50 million |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C |
|
Other Secured Claims |
|
Paid in full in Cash. |
|
$2.85 million |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D |
|
Other Priority Claims |
|
Paid in full in Cash. |
|
$0.01 million |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E |
|
Term Loan Facility Claims |
|
Pro Rata portion of 85.0% of the Distributable Equity Value. |
|
$1.629 billion7 |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F |
|
12.25% Senior Note Claims |
|
Pro Rata portion of 6.0% - 6.4% of the Distributable Equity Value. |
|
$216.65 million |
|
|
53% - 57 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G |
|
General Unsecured Claims |
|
Pro Rata portion of 8.6% - 9.0% of the Distributable Equity Value. |
|
$750.82 million - $928.32 million |
|
|
19% - 22 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H |
|
Trade Claims |
|
Pro Rata share of $23.9 million. |
|
$47.71 million |
|
|
50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
The VUK Pension Plan and VES Pension Plan are discussed
further in Article V.I. The SERP, PPP, and ESAP are discussed further in
Article IV.H. |
|
5 |
|
The Claims arising from agreements with Ford are
discussed further in Article V.F. |
|
6 |
|
The estimated Claim recoveries provided in this Disclosure
Statement do not account for dilution by the Management Equity Incentive
Program. |
|
7 |
|
The estimated aggregate amount of Allowed Term Loan
Facility Claims includes postpetition interest on the Term Loan Facility
Claims. |
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Range of |
|
Estimated Range of |
|
|
Type of Claim or |
|
|
|
|
|
Allowed Claims or |
|
% Recovery of under |
Class |
|
Equity Interest |
|
Treatment of Claim/Interest |
|
Interests |
|
the
Plan 6 |
I |
|
Intercompany Claims |
|
No recovery, but may be reinstated
in the discretion of the Reorganized Debtors. |
|
$16.41 billion |
|
|
100 |
% |
J |
|
Interests in Visteon Corporation |
|
Cancelled. |
|
|
N/A |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
K |
|
Intercompany Interests |
|
No recovery, but may be reinstated in the discretion of the Reorganized Debtors. |
|
|
N/A |
|
|
|
100 |
% |
L |
|
Section 510(b) Claims |
|
No recovery. |
|
|
N/A |
|
|
|
0 |
% |
The Debtors Claims and Solicitation Agent has received approximately 3,900 Proofs of
Claim totaling approximately $7.9 billion (excluding Intercompany Claims). Approximately 55
Claims, totaling approximately $5.9 billion, represent Term Loan Facility Claims, the 7.00% Senior
Notes Claim, the 8.25% Senior Notes Claim, and the 12.25% Senior Notes Claim for which the Debtors
have recorded approximately $2.5 billion in liability. The Debtors believe the Claim amounts in
excess of $2.5 billion are duplicative and will ultimately be resolved through the Plan or omnibus
objections to Claims. Additionally, Proofs of Claims in the amount of $1.064 billion which were
filed on account of pension termination liabilities will be disallowed because the Pension Plans
are to be maintained by the Reorganized Debtors. Lastly, the Debtors believe that approximately
940 Claims, totaling approximately $570 million, will ultimately be disallowed by the Bankruptcy
Court primarily because these Claims appear to be duplicative or unsubstantiated. While the
Debtors have not reconciled all filed Claims against their books and records, they believe that
many of the remaining filed Proofs of Claim are invalid, untimely, duplicative, or overstated, and,
therefore, have assumed for purposes of estimating recoveries that such Claims shall be reduced in
amount or expunged from the Claims Register. On the other hand, additional Claims may be filed
after the Bar Date, which could be allowed by the Bankruptcy Court. Accordingly, the ultimate
number and Allowed amount of Claims asserted against the Debtors are not presently known and the
final resolution of such Claims could result in a material adjustment to the recoveries and Claim
estimates provided above.
E. Liquidation and Valuation Analyses
The Debtors believe that the Plan provides the same or a greater recovery for holders of
Allowed Claims and Interests as would be achieved in a liquidation pursuant to chapter 7 of the
Bankruptcy Code because of, among other things, the additional Administrative Claims generated by
conversion to a chapter 7 case, the administrative costs of liquidation and associated delays in
connection with a chapter 7 liquidation, and the negative impact on the market for the Debtors
assets caused by attempting to sell a large number of assets in a short time frame, each of which
likely would diminish the value of the Debtors assets available for distributions.
The Debtors have prepared liquidation analyses, attached hereto as Exhibit D and
discussed in Article VII.C (the Liquidation Analyses), and a Valuation Analysis to assist
9
holders of Claims and Interests in evaluating the Plan. The Liquidation Analyses were
prepared in connection with the filing of the plan of reorganization on December 17, 2009, but have
been updated to reflect a later Effective Date and other variables dependent upon timing. The
Liquidation Analyses compare the Creditor recoveries to be realized if the Debtors were to be
liquidated in a hypothetical case under chapter 7 of the Bankruptcy Code with the distributions to
holders of Allowed Claims and Interests under the Plan. The analyses are based upon the value of
the Debtors assets and liabilities as of a certain date, and incorporate various estimates and
assumptions, including a hypothetical conversion to a chapter 7 liquidation as of a certain date.
Further, each analysis is subject to potentially material changes including with respect to
economic and business conditions and legal rulings. Therefore, the actual liquidation value of the
Debtors could vary materially from the estimates provided in the Liquidation Analyses, and the
actual total enterprise value and reorganization equity value of the Reorganized Debtors could vary
materially from the estimates contained in the Valuation Analysis.
F. Certain Factors to Be Considered Prior to Voting
There are a variety of factors that all holders of Claims entitled to vote on the Plan should
consider prior to voting to accept or reject the Plan. Some of these factors, which are described
in more detail in Article VIII and Article IX, are as follows and may impact recoveries under the
Plan:
|
|
|
Unless otherwise specifically indicated, the financial information contained in
the Disclosure Statement has not been audited and is based on an analysis of data
available at the time of the preparation of the Plan and Disclosure Statement. |
|
|
|
|
Article IX describes certain significant federal tax consequences of the
transactions contemplated by the Plan that may affect the Debtors, including the
realization of cancellation of indebtedness income, reduction of net operating loss
(NOL) carryforwards and unrealized built-in losses, and the limitations that
may apply to the Debtors usage of those NOLs and unrealized built-in-losses. Article
IX also describes the federal tax consequences of the transactions contemplated by the
Plan that may affect holders of Claims and Interests, including the recognition of
taxable income by such holders. Holders of Claims and Interests are urged to consult
with their own tax advisors regarding the federal, state, local, and foreign tax
consequences of the Plan. |
|
|
|
|
Although the Debtors believe that the Plan complies with all applicable
provisions of the Bankruptcy Code, the Debtors cannot assure such compliance nor that
the Bankruptcy Court will confirm the Plan. |
|
|
|
|
The Debtors may request Confirmation without the acceptance of all Impaired
Classes entitled to vote in accordance with section 1129(b) of the Bankruptcy Code. |
|
|
|
|
Any delays of either Confirmation or Consummation could result in, among other
things, increased Administrative Claims and Professional Claims. |
10
While these factors could affect distributions available to holders of Allowed Claims under
the Plan, the occurrence or impact of such factors will not necessarily affect the validity of the
vote of the Impaired Classes entitled to vote to accept or reject the Plan (the Voting
Classes) or necessarily require a re-solicitation of the votes of holders of Claims in such
Voting Classes.
ARTICLE III.
VOTING PROCEDURES
The following Classes are the only Classes entitled to vote to accept or reject the Plan:
|
|
|
|
|
Class |
|
Claim or Interest |
|
Status |
E
|
|
Term Loan Facility Claims
|
|
Impaired |
|
|
|
|
|
F
|
|
12.25% Senior Note Claim
|
|
Impaired |
|
|
|
|
|
G
|
|
General Unsecured Claims
|
|
Impaired |
|
|
|
|
|
H
|
|
Trade Claims
|
|
Impaired |
If your Claim or Interest is not included in these Classes, you are not entitled to vote
and you will not receive a Solicitation
Package.8
A. Vote Required for Acceptance by a Class
Under the Bankruptcy Code, acceptance of a plan of reorganization by a Class of Claims is
determined by calculating the number and the amount of Claims voting to accept, based on the actual
total Allowed Claims voting on the Plan. Acceptance by a Class requires more than one-half of the
number of total Allowed Claims in the Class to vote in favor of the Plan and at least two-thirds in
dollar amount of the total Allowed Claims in the Class to vote in favor of the Plan.
B. Classes Not Entitled to Vote
Under the Bankruptcy Code, Creditors are not entitled to vote if their contractual rights are
Unimpaired by the Plan or if they will receive no distribution of property under the Plan. Based
on this standard, the following Classes of Claims will not be entitled to vote on the Plan:
|
|
|
|
|
|
|
Class |
|
Claim or Interest |
|
Status |
|
Voting Rights |
A
|
|
ABL Claims
|
|
Unimpaired
|
|
Presumed to Accept |
B
|
|
Secured Tax Claims
|
|
Unimpaired
|
|
Presumed to Accept |
C
|
|
Other Secured Claims
|
|
Unimpaired
|
|
Presumed to Accept |
D
|
|
Other Priority Claims
|
|
Unimpaired
|
|
Presumed to Accept |
I
|
|
Intercompany Claims
|
|
Unimpaired
|
|
Presumed to Accept |
J
|
|
Interests in Visteon
|
|
Impaired
|
|
Deemed to Reject |
|
|
|
8 |
|
Capitalized terms used in this Article III but not defined
in the Disclosure Statement or the Plan shall have the meanings ascribed to
them in the Solicitation Procedures attached as Exhibit 5 to the
Disclosure Statement Order, to be attached hereto as Exhibit B once
approved. |
11
|
|
|
|
|
|
|
Class |
|
Claim or Interest |
|
Status |
|
Voting Rights |
K
|
|
Intercompany Interests
|
|
Unimpaired
|
|
Presumed to Accept |
L
|
|
Section 510(b) Claims
|
|
Impaired
|
|
Deemed to Reject |
C. Solicitation Procedures
1. Claims and Solicitation Agent
The Debtors retained KCC to, among other things, act as Claims and Solicitation Agent in
connection with the solicitation of votes to accept or reject the Plan.
2. Solicitation Package
The following materials shall constitute the Solicitation Package:
|
|
|
the Notice of (A) Approval of Adequacy of Disclosure Statement, (B)
Solicitation and Voting Procedures, (C) the Objection and Voting Deadlines, and (D) the
Hearing to Confirm the Debtors First Amended Plan of Reorganization; |
|
|
|
|
the appropriate Ballot(s) and Master Ballots and applicable voting
instructions, together with a pre-addressed, postage pre-paid return envelope; |
|
|
|
|
the Disclosure Statement, as approved by the Bankruptcy Court (with all
appendices thereto, including the Plan); |
|
|
|
|
the Order (A) Approving the Adequacy of the Debtors First Amended Disclosure
Statement; (B) Approving Solicitation and Notice Procedures with Respect to
Confirmation of the Debtors Proposed Plan of Reorganization; (C) Approving the Form of
Various Ballots and Notices in Connection Therewith; and (D) Scheduling Certain Dates
with Respect Thereto (the Disclosure Statement Order), which shall be
attached hereto as Exhibit B, without exhibits except for Exhibit 1
thereto, once approved by the Bankruptcy Court; |
|
|
|
|
a letter from the Debtors to the Voting Classes recommending that holders of
Claims in such Classes vote to accept the Plan; and |
|
|
|
|
any supplemental solicitation materials the Debtors may file with the
Bankruptcy Court. |
3. Distribution of the Solicitation Package and Plan Supplement
Through the Claims and Solicitation Agent and Financial Balloting Group LLC (the Special
Voting Agent), the Debtors intend to distribute the Solicitation Packages within five Business
Days after entry of the Disclosure Statement Order, a date approximately 30 days in advance of the
Voting Deadline.
The Solicitation Package will be distributed in accordance with the Solicitation Procedures,
which shall be attached as Exhibit 5 to the Disclosure Statement Order. The
12
Solicitation Package (except the Ballots and Master Ballots) may also be obtained from the
Claims and Solicitation Agent by: (a) calling the Debtors restructuring hotline at (866) 967-0260
within the U.S. or Canada or, outside of the U.S. or Canada, by calling (310) 751-2660; (b)
visiting the Debtors restructuring website at: http://www.kccllc.net/visteon; and/or (c) writing
to Visteon Corporation, c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo,
California 90245. You may also obtain copies of any pleadings filed in these Chapter 11 Cases for
free by visiting the Debtors restructuring website at http://www.kccllc.net/visteon or for a fee
via PACER at http://www.deb.uscourts.gov.
Prior to the Confirmation Hearing, the Debtors intend to file a Plan Supplement that includes,
among other things, the list of assumed Executory Contracts (with associated Cure Amounts, if any),
and a description of retained Causes of Action. As the Plan Supplement is updated or otherwise
modified, such modified or updated documents will be made available on the Debtors restructuring
website. The Debtors will not serve paper or CD-ROM copies of the Plan Supplement; however,
parties may obtain a copy of the Plan Supplement from the Claims and Solicitation Agent by: (a)
calling the Debtors restructuring hotline at (866) 967-0260 within the U.S. or Canada or, outside
of the U.S. or Canada, calling (310) 751-2660; (b) visiting the Debtors restructuring website at:
http://www.kccllc.net/visteon; and/or (c) writing to Visteon Corporation, c/o Kurtzman Carson
Consultants LLC, 2335 Alaska Avenue, El Segundo, California 90245.
D. Voting Procedures
The Voting Record Date is April 13, 2010. The Voting Record Date is the date for determining
(1) which holders of Claims are entitled to vote to accept or reject the Plan and receive the
Solicitation Package in accordance with the Solicitation Procedures and (2) whether Claims have
been properly assigned or transferred to an assignee pursuant to Bankruptcy Rule 3001(e) such that
the assignee can vote as the holder of a Claim. The Voting Record Date and all of the Debtors
solicitation and voting procedures shall apply to all of the Debtors Creditors and other parties
in interest.
Under the Plan, holders of Claims in the Voting Classes are entitled to vote to accept or
reject the Plan. In order for the holder of a Claim in the Voting Classes to have such holders
Ballot counted as a vote to accept or reject the Plan, such holders Ballot must be properly
completed, executed, and delivered by using the return envelope provided by: (1) first class mail;
(2) courier; or (3) personal delivery to Visteon Corporation Balloting Center c/o Kurtzman Carson
Consultants LLC 2335 Alaska Avenue, El Segundo, CA 90245, so that such holders Ballot or the
Master Ballot incorporating the vote cast by such Ballot, as applicable, is actually
received by the Claims and Solicitation Agent prior to 5:00 p.m. prevailing Pacific Time on
May 21, 2010 (the Voting Deadline).
IF A BALLOT IS RECEIVED AFTER THE VOTING DEADLINE, IT WILL NOT BE COUNTED UNLESS THE DEBTORS
DETERMINE OTHERWISE IN THEIR SOLE AND ABSOLUTE DISCRETION.
ANY BALLOT THAT IS PROPERLY EXECUTED BY THE HOLDER OF A CLAIM BUT THAT DOES NOT CLEARLY
INDICATE AN ACCEPTANCE OR REJECTION OF
13
THE PLAN OR ANY BALLOT THAT INDICATES BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN WILL NOT
BE COUNTED FOR PURPOSES OF ACCEPTING OR REJECTING THE
PLAN.9
EACH HOLDER OF A CLAIM MUST VOTE ALL OF ITS CLAIMS WITHIN A PARTICULAR CLASS EITHER TO
ACCEPT OR REJECT THE PLAN AND MAY NOT SPLIT SUCH VOTES. BY SIGNING AND RETURNING A BALLOT, EACH
HOLDER OF A CLAIM WILL CERTIFY TO THE BANKRUPTCY COURT AND THE DEBTORS THAT NO OTHER BALLOTS WITH
RESPECT TO SUCH CLAIM HAVE BEEN CAST OR, IF ANY OTHER BALLOTS HAVE BEEN CAST WITH RESPECT TO SUCH
CLASS OF CLAIMS, SUCH OTHER BALLOTS INDICATED THE SAME VOTE TO ACCEPT OR REJECT THE PLAN.
IT IS IMPORTANT THAT THE HOLDER OF A CLAIM IN THE VOTING CLASSES FOLLOW THE SPECIFIC
INSTRUCTIONS PROVIDED ON SUCH HOLDERS BALLOT AND THE ACCOMPANYING INSTRUCTIONS.
E. Confirmation Hearing
Pursuant to section 1128(a) of the Bankruptcy Code, the Bankruptcy Court, after notice, may
hold a hearing on Confirmation of the Plan. Section 1128(b) of the Bankruptcy Code provides that
any party in interest may object to Confirmation of the Plan.
The Confirmation Hearing will commence on [], 2010 at [] a.m./p.m. prevailing Eastern Time,
before the Honorable Christopher S. Sontchi, United States Bankruptcy Judge, in the United States
Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801.
The Confirmation Hearing may be continued from time to time without further notice other than an
adjournment announced in open court or a notice of adjournment filed with the Bankruptcy Court and
served on the master service list and the Entities who have filed an objection to the Plan
(Plan Objection), without further notice to parties in interest. The Bankruptcy Court,
in its discretion and prior to the Confirmation Hearing, may put in place additional procedures
governing the Confirmation Hearing. The Plan may be modified, if necessary, prior to, during, or
as a result of the Confirmation Hearing, without further notice to parties in interest.
The deadline to file Plan Objections is 5:00 p.m. prevailing Eastern Time on [], 2010. All
Plan Objections must be filed with the Bankruptcy Court and served on the Debtors and certain other
parties in interest in accordance with the Disclosure Statement Order so that they are received on
or before the deadline to file Plan Objections.
F. Confirmation and Consummation of the Plan
The Confirmation Order shall approve all provisions, terms, and conditions of the Plan unless
such provisions, terms, or conditions are otherwise satisfied or waived pursuant to the provisions
of Article XI of the Plan.
|
|
|
9 |
|
Holders who return Ballots that do not indicate a vote to
accept or reject the Plan may still opt-out of the third party release
provisions set forth in the Plan. |
14
ARTICLE IV.
GENERAL INFORMATION
A. Overview of the Debtors History and Industry
Visteon Corporation was incorporated in Delaware in January 2000 as a wholly-owned subsidiary
of Ford. Subsequently, Ford transferred the assets and liabilities comprising its automotive
components and systems business to Visteon Corporation. Visteon Corporation separated from Ford on
June 28, 2000, when all of Visteon Corporations common stock was distributed by Ford to Fords
shareholders. In 2005, Visteon Corporation negotiated for Ford to reacquire some of the assets
spun off to Visteon Corporation in 2000 at their then current fair values. As a result of these
negotiations, in September 2005, Visteon Corporation transferred 23 of its North American
facilities and certain other related assets and liabilities to Automotive Component Holdings, LLC
(ACH), an indirect, wholly-owned subsidiary of Visteon Corporation at the time. On
October 1, 2005, Visteon Corporation sold ACH to Ford for cash proceeds of approximately $300
million, as well as the forgiveness of certain employee and retiree welfare benefit liabilities and
the assumption of certain other liabilities (together, the ACH Transactions).
Through the ACH Transactions, Visteon transformed itself into a leaner company focused on a
smaller set of core competencies and with a much improved labor cost position. Through the ACH
Transactions, Visteon Corporation ceased leasing, or transferred, 18,000 hourly employees,
including those employees covered by an uncompetitive master agreement with the International Union
of United Automobile, Aerospace and Agricultural Implement Workers of America (the UAW).
Eliminating Visteons highest cost employees through the ACH Transactions reduced Visteons average
hourly wage from $38 per hour in the third quarter of 2005 to $18 per hour in the fourth quarter of
2005.
In addition, Ford agreed to place $400 million in an escrow account to assist with Visteons
ongoing restructuring efforts, which included, among other things, costs associated with divesting
facilities. Ford agreed to reimburse Visteon Corporation for its restructuring costs on a
dollar-for-dollar basis up to the first $250 million out of the escrow account and to reimburse
Visteon Corporation for one half of the next $300 million of its restructuring costs. On August
14, 2008, Ford placed another $50 million in the escrow account bringing the total amount placed in
escrow to $450 million. In connection with the ACH Transactions, Visteon Corporation and Ford also
entered into an agreement pursuant to which Ford agreed to reimburse Visteon Corporation for
certain separation costs, including severance costs, COBRA health continuation and life insurance
premiums, certain pension related costs, and costs of outplacement services, for salaried employees
leased to ACH from Visteon Corporation who are terminated by Visteon Corporation.
From January 2006 until the fall of 2008, the Debtors undertook an ambitious restructuring
initiative to streamline and improve their business operations. However, as discussed in greater
detail below, the Debtors have not been immune to the virtual freeze of the credit and capital
markets and global economic recession, which has been particularly acute in the automotive sector.
Prior to the Petition Date, these conditions resulted in significant
15
operating losses and cash flow usage, and made filing for chapter 11 protection the best
option for the Debtors to right-size their capital structure and operating footprint.
B. Visteons Products and Services
Visteon has three core product groupsa climate group, an electronics group, which includes a
significant lighting subset, and an interior systems group. Visteon also provides various
transition services to ACH and other parties in connection with divestiture transactions.
Based on independent market studies and the Debtors internal estimates, Visteon is a market
leader in each of its core product groups. In 2009, Visteons climate product group had revenue of
approximately $2.5 billion. Visteon also sold $2.1 billion in electronic component parts (which
includes lighting component parts) and generated $1.9 billion in revenue from its interiors product
group in 2009. Visteon employs its design and engineering capabilities to create award winning and
market leading products. Visteon has invested considerably in research and development and capital
improvements, and has gained industry-wide recognition for its products. Visteons investments in
research and development have producedand are expected to continue to producethe innovative
products needed by the automotive industry in the 21st century. In recent years, Visteons
significant new products include the Hyundai Genesis Climate Control System, which was featured in
the 2009 North American International Auto Show Car of the Year, and the reconfigurable instrument
cluster for the 2010 Land Range Rover. Additionally, Visteon has received many awards for
outstanding products and manufacturing, including the 2009 Shingo Bronze Medallion for operational
excellence, the Best Overall Performance award from Hyundai Motor India, and selection as a PACE
award finalist for its two-color, two-shot injection molding manufacturing process.
1. Climate Product Group
Visteon designs and manufactures fully integrated heating, ventilation, and air conditioning
systems, such as air induction and HVAC systems, that help ensure a comfortable interior climate
for automobiles. Some examples of climate products produced by Visteon are heat exchangers,
climate controls, compressors, and fluid transport systems. In addition, using power train cooling
technologies, Visteon manufactures cooling functionality and thermal management for vehicles power
train systems. As of December 31, 2009, Visteon produced goods for its climate product group at
approximately 27 facilities worldwide.
2. Electronics Product Group
Visteon also designs and manufactures advanced in-vehicle entertainment, driver information
systems, wireless communication, climate control, body and security electronics, and lighting
technologies and products, such as headlamps and tail lamps. For in-vehicle driver and passenger
entertainment, Visteon offers a wide variety of audio systems and components, such as MACH(R) Voice
Link Technology, connectivity solutions for portable devices, and a variety of family entertainment
systems. As of December 31, 2009, Visteon produced goods for its electronics product group at
approximately 14 facilities worldwide.
16
|
3. |
|
Interiors Product Group |
Additionally, Visteon produces cockpit modules, instrument panels, a variety of door and
console modules, and interior trim components. Visteon designs its cockpit modules around the
instrument panels, which offer optional assemblies like ducts, registers, passenger airbag systems,
finished panels, and a glove box. As of December 31, 2009, Visteon produced goods for its
interiors product group at approximately 27 facilities worldwide.
Visteons service operations provide various transition services in support of divestiture
transactions, principally related to the ACH Transactions. Services to ACH are provided at a rate
intended to equal Visteons cost until such time as the services are no longer required by ACH or
the expiration of the related agreement. In addition to services provided to ACH, Visteon has also
agreed to provide certain transition services related to other divestiture transactions. These
services are subject to agreements with ACH and Ford that the Debtors intend to exit during the
Chapter 11 Cases.
Visteons customers include most of the worlds largest original equipment manufacturers
(OEMs). Given its historical relationship with Ford, Ford initially accounted for the
majority of Visteons sales. However, over the last few years, Visteon has diversified its
customer base. In 2000, Ford accounted for 84% of Visteons sales. By 2005, that number was
reduced to 62%, and in 2009, that number was only 28%. Today, Visteon makes substantial sales to
almost every major OEM in the world. In the first quarter of 2009, Visteon sold its products
primarily to global automotive OEMs. In addition, Visteon sells certain of its products to other
Tier 1 suppliers and the aftermarket (i.e., consumers and business customers) for use as
replacement or enhancement parts. The table below depicts OEM sales made as a percentage of total
product sales (by dollar amount) in 2009, which OEM sales collectively account for approximately
86% of Visteons total product sales:
|
|
|
|
|
Customer |
|
Percentage of Total Sales Volume |
Ford |
|
|
28 |
% |
Hyundai/Kia |
|
|
27 |
% |
Nissan/Renault |
|
|
9 |
% |
PSA Peugeot Citroën |
|
|
7 |
% |
Chrysler |
|
|
3 |
% |
General Motors |
|
|
3 |
% |
Volkswagen |
|
|
2 |
% |
17
|
|
|
|
|
Customer |
|
Percentage of Total Sales Volume |
Mazda |
|
|
2 |
% |
BMW |
|
|
1 |
% |
Fiat |
|
|
1 |
% |
Honda |
|
|
1 |
% |
Jaguar/Land Rover |
|
|
1 |
% |
Toyota |
|
|
1 |
% |
D. |
|
Visteons Corporate Structure |
Visteons business is an interconnected, global operation comprised of the 30 Debtors in the
Chapter 11 Cases and more than 100 non-Debtor, foreign Affiliates located throughout the world
(e.g., Germany, France, Mexico, Brazil, Argentina, Spain, Netherlands, Portugal, Czech Republic,
China, and Korea). Visteon Corporation is the direct parent of 18 domestic Affiliates, including a
joint venture that is not a Debtor in the Chapter 11 Cases, Toledo Molding & Die, Inc. Many of
Visteon Corporations direct subsidiaries have subsidiaries of their own.
|
|
|
1. |
|
Each as defined in the plan. |
|
2. |
|
5.0% of VIHIS 70.0% interest in Halla Climate Control Corporation in not pledged to the Term Loan Lenders. |
18
Visteon International Holdings, Inc. (VIHI)one of Visteon Corporations wholly
owned subsidiaries and a Debtor in the Chapter 11 Casesis the direct parent of over 40 foreign
Affiliates. Key assets of VIHI include its 70% equity stake in Halla Climate Control Corporation
(Halla Korea), a publicly traded company in South Korea, and a Chinese joint venture,
Yanfeng Visteon Automotive Trim Systems Company Ltd., in which VIHI owns 50% of the equity.
Visteon European Holdings Corporation, a Debtor in the Chapter 11 Cases, owns a number of European
foreign Affiliates and Visteon Automotive Holdings, LLC and Visteon Holdings, LLC, also Debtors in
the Chapter 11 Cases, own a number of South American, Central American, and Asian Affiliates. The
corporate structure chart above depicts the Debtors corporate structure and demonstrates how the
Debtors equity interest in foreign Affiliates flows upstream to the Foreign Stock Holding
Companies. The chart also illustrates that Visteon Corporations wholly-owned domestic operating
subsidiaries guarantee Visteon Corporations obligations under the ABL Facility, Term Loan
Facility, and unsecured 12.25% Senior Note Indenture. Thus, after the secured ABL Claims and Term
Loan Facility Claims are paid in full, the 12.25% Senior Notes Claim will receive a distribution
from the value of the wholly-owned domestic operating subsidiaries before any distribution can be
made upstream through Visteon Corporation to holders of the General Unsecured Claims or Trade
Claims.
Visteons primary competitors vary by product group and region. Overall, Visteons primary
independent competitors include Alpine Electronics, Inc., Automotive Lighting Reutlingen GmbH, Behr
GmbH & Co. KG, Continental AG, Delphi Automotive LLP, Denso Corporation, Faurecia Group, Harman
International AKG, Hella KGaA, International Automotive Components Group, Johnson Controls, Inc.,
Koito Manufacturing Co., Ltd., Magna International Inc., Robert Bosch GmbH, and Valéo S.A.
F. |
|
Executive Officers of the Debtors |
The executive management team of the Debtors is composed of highly capable professionals with
substantial experience in the automotive industry. The Debtors executive management team consists
of the following individuals:
|
|
|
Name |
|
Position |
Donald J. Stebbins
|
|
Chairman, President and Chief Executive Officer |
William G. Quigley III
|
|
Executive Vice President and Chief Financial Officer |
Robert C. Pallash
|
|
Senior Vice President and President, Global Customer Group |
Dorothy L. Stephenson
|
|
Senior Vice President, Human Resources |
Julie A. Fream
|
|
Vice President, North American Customer Groups Strategy, and Communications |
Joy M. Greenway
|
|
Vice President and President, Climate Products Group |
Steve Meszaros
|
|
Vice President and President, Electronics Product Group |
Michael K. Sharnas
|
|
Vice President and General Counsel |
James F. Sistek
|
|
Vice President and Chief Information Officer |
19
As of the Petition Date, Visteon employed approximately 30,400 employees worldwide, 5,856 of
which the Debtors employed, consisting of 5,218 salaried employees and 2,313 hourly employees.
Visteon Corporation leased 1,306 of the salaried employees and 1,416 of the hourly employees to
ACH. As of the Petition Date, the Debtors had approximately 1,800 employees whose employment was
governed by a collective bargaining agreement (CBA). As of the date of this Disclosure
Statement, one or more of the Debtors is party to the following CBAs: (1) the Agreements between
the UAW and the Visteon Corporation, dated June 29, 2000, which cover hourly employees leased to
ACH; (2) the Agreements between Visteon Corporation and the UAW Nurse Bargaining Unit, dated March
1, 2008, which cover salaried nurses leased to ACH; (3) the 2004 Collective Bargaining Agreement
between Visteon Corporation Regional Assembly and Manufacturing LLC Bellevue Plant and United Auto
Workers Local 1216, which covers certain hourly employees leased to ACH; and (4) the Local
Agreement between UAW Local 400 and Visteon Corporation Regional Assembly & Manufacturing, LLC,
dated December 14, 2009, which covers hourly employees working at the Debtors Highland Park,
Michigan facility. As discussed below, Chrysler Group LLC (Chrysler) has an option to
purchase, or otherwise designate for sale, the Highland Park, Michigan facility in connection with
an Accommodation Agreement between the Debtors and Chrysler. The Debtors obligations under the
CBA with UAW Local Union 400 will be assumed by the purchaser of the Highland Park facility
pursuant to the terms of the CBA.
As of the Petition Date, the Debtors sponsored the following material employee benefit plans,
each of which is governed by provisions of the Employee Retirement Income Security Act of 1974, as
amended (ERISA) and the Internal Revenue Code:
|
a. |
|
Single-Employer Pension Plans |
Visteon Corporation, Visteon Systems, LLC (Visteon Systems), and Visteon Caribbean,
Inc. (Visteon Caribbean), each sponsor one or more of the Pension Plans. The Pension
Plans are covered by the termination insurance program described in Title IV of ERISA. The PBGC is
a wholly-owned United States government corporation created by ERISA to administer the mandatory
pension plan termination insurance program. The PBGCs principal purpose is to guarantee the
payment of certain pension benefits to participants upon termination of a pension plan.10
The Visteon Pension Plan (VPP), sponsored by Visteon Corporation, accounts for
the vast majority of the Debtors total projected unfunded benefit obligations of approximately
$460 million on a PBGC termination liability basis. As of January 1, 2009, the VPP provided
pension benefits to approximately 3,760 employees and 11,990 retirees and deferred vested plan
20
participants.11 Participants in the VPP include approximately ten salaried employees
represented by the UAW and approximately 1,200 non-union, salaried employeesall of whom are
leased to ACH. Under that certain Visteon Salaried Employee Lease Agreement, dated October 1,
2005, by and between Visteon Corporation and ACH (the Salaried Employee Lease Agreement),
ACH pays Visteon Corporation on a monthly basis an amount that is intended to reflect Visteon
Corporations liability for providing pension benefits to ACH employees. Under this agreement,
ACHs pension-related payment obligation is equal to Visteon Corporations reported accounting
expense attributable to benefits accrued by these leased employees and not the actual cash
contributions that are required to satisfy the periodic pension funding obligations with respect to
such benefits.
The Debtors estimated that the VPP was underfunded by approximately $383 million on a PBGC
termination liability basis as of December 31, 2009. As a result of the Worker, Retiree, and
Employer Recovery Act (WRERA), the only contributions due to the VPP during the Chapter
11 Cases were the catch-up contributions on account of the 2008 plan year, due September 15, 2009,
for the VPP itself and for the North Penn Pension Plan, which merged into the VPP on December 31,
2008.12 In their business judgment, the Debtors decided to forgo making these catch-up
contributions. Accordingly, $723,221 of the catch-up contributions, in the aggregate, for the VPP
and the North Penn Pension Plan for the 2008 plan year remain unpaid. The Debtors will pay this
amount plus any interest and any penalties prior to the Effective Date. The Debtors estimate that
approximately $268 million will be due in contributions for calendar years 2010 through 2015 based
on current economic conditions.
Visteon Corporation also sponsors the UAW Plan, which as of January 1, 2009 provided pension
benefits to approximately 1,820 hourly employees and 270 retirees and deferred vested participants
who are, or were, represented by the UAW and leased to ACH. Under that certain Visteon Hourly
Employee Lease Agreement, dated October 1, 2005, by and between Visteon Corporation and ACH (the
Hourly Employee Lease Agreement), ACHs pension-related payment obligation with respect
to the UAW Plan participants is equal to a portion of Visteon Corporations reported accounting
expense and not the actual funding contributions to the UAW Plan. The Debtors estimated that the
UAW Plan was underfunded by $5 million on a PBGC termination liability basis as of December 31,
2009. The Debtors also estimate that approximately $5 million will be due in contributions for
calendar years 2010 through 2015 based on current economic conditions.
Visteon Systems sponsors the Visteon Systems Connersville and Bedford Pension Plan (the
Visteon Systems C&B Plan), which as of January 1, 2009 provided pension benefits to
approximately 5,180 retirees and deferred vested participants of the Visteon Systems C&B Plan who
were represented by the International Union of Electrical Workers (the IUE-CWA). The
Connersville and Bedford plants were shut down on December 31, 2007 and June 30, 2008,
respectively. The Visteon Systems C&B Plan is closed, meaning that no active employees are
accruing benefits under the plan. The Debtors estimated that the Visteon Systems C&B Plan was
underfunded by approximately $120 million on a PBGC termination liability basis as of
|
|
|
11 |
|
A deferred vested plan participant is a plan participant
who is no longer actively employed and has a vested right to a pension benefit
under the terms of the Plan, but who has not yet started to receive payment of
that pension benefit. |
|
12 |
|
Worker, Retiree, and Employer Recovery Act of 2008, Pub.
L. No. 110-458, 122 Stat. 5092. |
21
December 31, 2009. As a result of WRERA, the only contribution due to the Visteon Systems C&B
Plan during the Chapter 11 Cases was the catch-up contribution on account of the 2008 plan year,
due September 15, 2009, in the amount of $730,795. The Debtors, in their business judgment,
decided to forgo making such contribution. The Debtors will pay this amount plus any interest and
any penalties prior to the Effective Date. The Debtors estimate that approximately $57 million
will be due in contributions for calendar years 2010 through 2015 based on current economic
conditions.
When an employer ceases operations at a location that results in more than 20% of a pension
plans participants being separated from employment, the PBGC can require the plan sponsor and its
controlled group members to pay the PBGC an amount, to be held in escrow for up to five years,
equal to the percentage of unfunded benefit liabilities that is the same as the percentage of
active employees separated as a result of the cessation of operations.13 In lieu of such
payment, when the Connersville and Bedford plants were shutdown, the parties reached an agreement,
effective as of January 9, 2009 (the PBGC Agreement), requiring: (i) Visteon Systems to
make an additional $10.5 million contribution to the Visteon Systems C&B Plan; (ii) Visteon
Corporation to provide a $15 million letter of credit in favor of the PBGC (the L/C); and
(iii) Visteon Systems and Visteon Corporation to procure from certain foreign AffiliatesVisteon
Portuguesa, Ltd., Cadiz Electronica S.A., and Visteon Hungaria K.F.Ta guarantee of up to $30
million for unfunded benefit liabilities upon termination of the Visteon Systems C&B Plan (the
PBGC Guarantee).14 In accordance with the PBGC Agreement, on September 21, 2009,
the PBGC drew from the L/C in an amount equal to the Debtors $730,795 missed funding contribution
related to the Visteon Systems C&B Plan. On October 29, 2009, the PBGC drew the remaining balance
of $14,269,205 from the L/C pursuant to the PBGC Agreement. Because the Plan contemplates
maintenance of the Pension Plans, the Debtors reserve any and all rights they may have with respect
to the amounts drawn under the L/C.
Lastly, Visteon Caribbean sponsors a pension plan (the Caribbean Plan) that provides
pension benefits to approximately 255 retirees and deferred vested participants, including retirees
who were represented by the UAW prior to the shut-down of Visteons Puerto Rico plant in 2005. The
Caribbean Plan is a closed plan. The only required contribution to the Caribbean Plan on account
of the 2009 plan year was made on January 15, 2009 in the amount of $0.2 million. The Debtors
estimated that the Caribbean Plan was underfunded by approximately $2.0 million on a PBGC
termination liability basis as of December 31, 2009, with approximately $2.0 million due in
contributions for calendar years 2010 through 2015 based on current economic conditions.
On or about October 9, 2009, the PBGC filed 16 separate Proofs of Claim against the Debtors.
In accordance with the Order Approving Stipulation Permitting Pension Benefit Guaranty Corporation
To File Consolidated Claims Under A Single Case Number, [Docket No. 1024], a single Proof of Claim
was deemed to constitute the filing of a Proof of Claim against each and every Debtor in the
Chapter 11 Cases. Specifically, the PBGC filed a Claim for each of the Pension Plans for:
|
|
|
13 |
|
See 29 U.S.C. § 1362(e), 1363. |
|
14 |
|
The $10.5 million additional contribution was made to the
Visteon Systems C&B Plan on January 16, 2009. The PBGC Guarantee was executed
in January 2009. |
22
|
|
|
the estimated amount of the Pension Plans unfunded benefit liabilities if the
Pension Plans were to terminate (Unfunded Liability Claims);15 |
|
|
|
|
the estimated amount of unpaid minimum funding contributions that may be owed to the
Pension Plans (the Funding Claims);16 |
|
|
|
|
the estimated amount of insurance premiums, including DRA Premiums, interest, and
penalties that may be owed to PBGC if the Pension Plans were to terminate or be
terminated;17 and |
|
|
|
|
the shortfall and waiver amortization charges that may be owed to the Pension
Plans, in unliquidated amounts. |
As described above, the Plan contemplates maintenance of the Debtors Pension Plans. Because
the Unfunded Liability Claims and DRA Premiums only arise upon termination of the Pension Plans,
such Claims will not arise and shall not be entitled to any distribution under the Plan. The
Debtors intend to pay the amounts owed on account of the Funding Claims to the applicable Pension
Plan prior to the Effective Date in satisfaction of such Funding Claims or reach an agreement with
the PBGC whereby the amounts drawn under the L/C shall be used to satisfy the Funding Claims.
|
b. |
|
Multiemployer Pension Plans |
The Debtors withdrew from the Central States, Southeast and Southwest Areas Pension Plan prior
to the Petition Date and were assessed total withdrawal liability of approximately $2.3 million,
the unpaid amount of which had a present value of approximately $1.2 million as of the Petition
Date. In addition, there were three union employees at the Debtors North Penn plant who
participated in another multiemployer pension plan, the Teamsters Pension Trust Fund of
Philadelphia and Vicinity. The shutdown of the Debtors North Penn facility triggered withdrawal
liability of approximately $1.1 million. The bulk of this liability is related to prepetition
service and is a General Unsecured Claim. The balance of the liability, related to postpetition
service will be paid as an Administrative Claim.
Visteon Corporation maintains the Visteon Corporation Deferred Compensation Plan, as amended
and restated effective January 1, 2009 (the DCP), an account balance nonqualified
deferred compensation plan covering selected employees of Visteon. The DCP ceased accepting
employee deferrals on January 1, 2006. Visteon Corporation also maintains the PPP, a defined
|
|
|
15 |
|
Specifically, the PBGC filed Claims for the unfunded
benefit liabilities of the: (a) VPP in the amount of $438.1 million;
(b) Systems C&B Plan in the amount of $127.8 million; (c) UAW Plan in the
amount of $4.4 million; and (d) Caribbean Plan in the amount of $1.8 million. |
|
16 |
|
Specifically, the PBGC filed Claims for unpaid minimum
funding contributions that may be owed to the: (a) VPP in the amount of
$490,943; (b) Systems C&B Plan in the amount of $728,974; (c) UAW Plan in an
unliquidated amount; and (d) Caribbean Plan in an unliquidated amount. |
|
17 |
|
Specifically, the PBGC filed Claims for premiums that may
be owed to the PBGC in respect of the: (a) VPP in the amount of $59.07 million;
(b) Systems C&B Plan in the amount of approximately $19.41 million; (c) UAW
Plan in the amount of $8.16 million; and (d) Caribbean Plan in the amount of
$990,000. |
23
benefit nonqualified deferred compensation plan. Under the PPP, participating employees are
generally paid the excess of the amount payable under the applicable Pension Plan without
application of the limitations of the Internal Revenue Code. Visteon Corporation also sponsors the
SERP, which is a defined benefit nonqualified deferred compensation plan that provides
supplemental retirement benefits to certain employees of Visteon Corporation and certain of Visteon
Corporations designated Affiliates who participate in the VPP. For employees who participate in
the contributory/non-contributory component of the SERP, benefits are payable under a final
average pay formula, based on years of service and the employees covered employment
classification. For employees who participate in the cash balance component of the SERP,
benefits are payable based on the excess of what would be payable under the applicable qualified
defined benefit plan cash balance and pension equity formulas without limitations of the Internal
Revenue Code and with certain other modifications over the sum of the amount actually payable under
the VPP plus the amount actually payable to the employee under the PPP. The Debtors also maintain
the ESAP. The ESAP is a defined benefit nonqualified deferred compensation plan that provides
supplemental retirement benefits to certain eligible senior executives of Visteon who separate
employment at age 55 or later. Benefits are payable under the ESAP as a monthly benefit equal to a
percentage of base salary, at a maximum of 60%, based on the participants age and service.
Lastly, Visteon Corporation maintains the Visteon Corporation Deferred Compensation Plan for
Non-Employee Directors, an account balance nonqualified deferred compensation plan for non-employee
directors (the Directors DCP), as amended through June 10, 2009. Under the Directors
DCP, non-employee directors may voluntarily defer any cash remuneration they receive for services
as a director.
The Debtors will amend the SERP, PPP, and ESAP to eliminate any and all future benefit
payments for all participants in those plans. Immediately prior to the Effective Date, the Debtors
shall reject the SERP, the PPP, and the ESAP, all as amended. As a result of these actions, the
Debtors do not believe that there will be any Allowed General Unsecured Claims on account of
approximately $30.9 million in eliminated accrued benefits under the SERP, the PPP, and the ESAP.
If General Unsecured Claims are ultimately Allowed on account of eliminated accrued benefits,
recoveries for General Unsecured Claims will be diluted as reflected in the high range estimates
contained in this Disclosure Statement. The Debtors shall also reject the DCP on or prior to the
Effective Date.
Without further action of the New Board, the Reorganized Debtors shall establish a new
supplemental executive retirement plan and pension parity plan, each of which shall be
substantially in the form contained in the Plan Supplement, and shall provide benefits to eligible
employees of the Reorganized Debtors that are at least equal to the benefits accrued by such active
employees under the SERP and PPP as of one Business Day prior to the date of any amendment of such
plan.
I. |
|
The Debtors Prepetition Capital Structure |
As of the Petition Date, the Debtors had approximately $2.5 billion of outstanding debt on a
consolidated basis, of which: approximately $1.5 billion consisted of loans, interest, and other
amounts owed under the Term Loan Facility; approximately $89 million consisted of draws on the ABL
Facility and interest and other fees with regard thereto; approximately
24
$862 million consisted of unsecured U.S. bond debt; and approximately $21 million consisted of debt
on account of other credit facilities, capital leases for Affiliates, swaps, and other
miscellaneous debt obligations. The Debtors principal debt obligations, as of the Petition Date,
were as follows:
On April 10, 2007, Visteon Corporation, as borrower, entered into the Term Loan Facility with
several banks and the Term Loan Lenders, and Wilmington Trust FSB, as administrative agent for the
Term Loan Lenders and successor to JPMorgan Chase Bank, N.A. (together with any security
agreements, mortgages, pledge agreements, guaranties, other collateral agreements, certificates,
financing statements and related assignments and transfer powers and additional documents and
ancillary agreements entered into by Visteon Corporation or any of its subsidiaries in connection
therewith, each as amended from time to time, the Term Loan Documents).
As part of the Term Loan Facility, the Term Loan Lenders agreed, subject to the terms and
conditions set forth in the Term Loan Documents, to make certain loans to Visteon Corporation,
including a $1.5 billion senior secured term loan. The obligations of Visteon Corporation under
the Term Loan Documents are guaranteed by each of the Debtors and certain non-Debtor Affiliates,
except for Visteon Electronics Corporation (VEC), AutoNeural Systems, LLC, Toledo Mold &
Die, Inc., any subsidiary thereof, and any person with capital stock of Toledo Mold & Die, Inc. as
its principal assets. To secure its obligations under the Term Loan Facility, Visteon Corporation
granted to the Term Loan Lenders (i) a first priority Lien on certain assets of Visteon Corporation
and of most of Visteon Corporations domestic subsidiaries, including intellectual property,
intercompany debt, capital stock of nearly all domestic subsidiaries of Visteon Corporation and 65%
of the stock of certain foreign subsidiaries of Visteon Corporation (collectively, the Term
Loan Priority Collateral), including Halla Korea, in which VIHI holds a 70% ownership
interestleaving 5% of the value of Halla Korea unencumbered and (ii) a second priority Lien on
substantially all other assets of Visteon Corporation and of Visteon Corporations domestic
subsidiaries.
The Term Loan Facility bears interest at either (x) a rate per annum equal to the Eurodollar
rate plus 3.00% or (y) a rate per annum equal to the greater of the Prime Rate or the Federal Funds
Effective Rate plus 50 bps, plus 2.00%, until the final maturity date of December 13, 2013. As of
the Petition Date, approximately $1.5 billion remained outstanding under the Term Loan Facility.
The default interest rate under the Term Loan Facility is 2.00% above the applicable rate. The
Debtors have not paid interest on the Term Loan Facility during the Chapter 11 Cases.
On May 29, 2009, Wilmington Trust FSB, as administrative agent for the Debtors Term Loan
Lenders, filed a motion with the Bankruptcy Court seeking adequate protection for use of the Term
Loan Lenders cash collateral including, but not limited to, cash collateral related to the Term
Loan Priority Collateral [Docket No. 70]. The parties reached a stipulation pursuant to which the
Debtors would provide the Term Loan Lenders with adequate protection in exchange
25
for use of the Term Loan Lenders cash collateral in the form of adequate protection Liens and
a superpriority Claim as well as the payment of Professional Fees. The Bankruptcy Court approved
the stipulation on July 16, 2009 [Docket No. 598].
On August 14, 2006, Visteon Corporation and each of its subsidiaries from time to time party
thereto, as borrowers, the Bank of New York Mellon, as administrative agent and successor to
JPMorgan Chase Bank, N.A., issuing bank and swingline lender, and the ABL Lender entered into the
ABL Facility (together with any security agreements, mortgages, pledge agreements, guarantees,
other collateral agreements, certificates, financing statements and related assignments and
transfer powers and additional documents and ancillary agreements entered into by Visteon
Corporation or any of its subsidiaries in connection therewith, each as amended from time to time,
the ABL Loan Documents). The ABL Facility is a borrowing-base facility in the aggregate
principal amount of $350 million that includes a letter of credit subfacility in an amount not to
exceed $250 million. Visteon Corporations obligations under the ABL Loan Documents are guaranteed
by each of the Debtors, except for VEC, VIHI, AutoNeural Systems, LLC, Toledo Mold & Die, Inc., any
subsidiary thereof, and any person with capital stock of Toledo Mold & Die, Inc. as its principal
assets. To secure its obligations under the ABL Facility, Visteon Corporation granted to the ABL
Lenders (i) a first priority Lien on certain assets of Visteon, its domestic subsidiaries, and a
limited number of foreign subsidiaries, and (ii) a second priority Lien on all Term Loan Priority
Collateral.
The ABL Facility bears interest at either a rate per annum equal to the Eurodollar rate plus
4.00% or a rate per annum equal to the greatest of (x) the Prime Rate, (y) the Federal Funds
Effective Rate plus 1/2 of 1.00%, or (z) the adjusted LIBOR rate for a one month interest period
plus 1%, until the final maturity date of August 14, 2011.
On May 13, 2009, Ford purchased, assumed, and took an assignment of all of the outstanding
loans, obligations, and other interests of the lenders under the ABL Facility. As of the Petition
Date, there was approximately $89 million outstanding under the ABL Facility and approximately $59
million had been issued under various letters of credit. During the Chapter 11 Cases,
approximately $38.5 million has been drawn under letters of credit under the ABL Facility.
Effective March 31, 2009, Visteon Corporation entered into limited waivers to the Term Loan
Facility and ABL Facility until May 30, 2009 with respect to a potential default relating to the
inclusion of an explanatory paragraph in the report of Visteon Corporations independent registered
public accounting firm indicating substantial doubt about Visteon Corporations ability to continue
as a going concern.
|
d. |
|
The Intercreditor Agreement |
The ABL Lenders and the Term Loan Lenders are party to that certain Intercreditor Agreement,
dated June 13, 2006 (the Intercreditor Agreement). The Intercreditor Agreement
26
governs the relative contractual rights of the parties, including their rights to object to
the Debtors use of cash collateral from each facility.
|
a. |
|
8.25% Senior Notes Due August 1, 2010 |
On August 3, 2000, Visteon Corporation issued $700 million of the 8.25% Senior Notes under an
indenture, dated as of June 23, 2000, among itself, as issuer, and Bank One Trust Company, N.A., as
trustee. On June 4, 2009, the Law Debenture Trust Company of New York was appointed as the
successor trustee. The 8.25% Senior Notes provide for interest payments by Visteon Corporation
semi-annually on February 1st and August 1st of each year, commencing on February 1, 2001, at a
rate of 8.25% per year. The 8.25% Senior Notes are general unsecured obligations of Visteon
Corporation that mature on August 1, 2010. As of the Petition Date, approximately $206 million in
principal amount remained outstanding under the 8.25% Senior Notes, excluding interest obligations.
|
b. |
|
7.00% Senior Notes Due March 10, 2014 |
On March 10, 2004, Visteon Corporation issued $450 million of the 7.00% Senior Notes under a
supplemental indenture, dated as of March 10, 2004, among itself, as issuer, and J.P. Morgan Trust
Company, N.A., as trustee. On June 4, 2009, the Law Debenture Trust Company of New York was
appointed as the successor trustee. Visteon Corporation agreed to pay interest semi-annually on
March 10th and September 10th of each year, commencing on September 10, 2004, at a rate of 7.00%
per year. The 7.00% Senior Notes are general unsecured obligations of Visteon Corporation that
mature on March 10, 2014. As of the Petition Date, approximately $450 million in principal amount
remained outstanding under the 7.00% Senior Notes, excluding interest obligations.
|
c. |
|
12.25% Senior Notes Due December 31, 2016 |
On June 18, 2008, Visteon Corporation issued approximately $206.4 million of 12.25% Senior
Notes under a second supplemental indenture, dated June 18, 2008, among itself, as issuer, the
guarantors party thereto, and The Bank of New York Trust Company, N.A., as trustee. On June 4,
2009, the Law Debenture Trust Company of New York was appointed as the successor trustee. The
12.25% Senior Notes provide for interest payments by Visteon Corporation semi-annually on June 30th
and December 31st of each year, commencing on December 31, 2008, at a rate of 12.25% per year. The
12.25% Senior Notes mature on December 31, 2016. The 12.25% Senior Notes are general unsecured
obligations of Visteon Corporation that are guaranteed by certain wholly-owned domestic
subsidiaries that guarantee debt under the ABL Facility.18 As of the Petition Date,
approximately $206.4 million in
|
|
|
18 |
|
The guarantors of the 12.25% Senior Notes are the
following wholly-owned domestic subsidiaries of Visteon Corporation: Tyler
Road Investments, LLC, Infinitive Speech Systems Corp., MIG-Visteon Automotive
Systems, LLC, GCM/Visteon Automotive Systems, LLC, GCM/VIsteon Automotive
Leasing Systems, LLC, Fairlane Holdings, Inc., Visteon International Business
Development, Inc., Visteon Domestic Holdings, LLC, Visteon Global Technologies,
Inc., Visteon Technologies, LLC, ARS, Inc., VC Aviation Services, LLC, SunGlas,
LLC, VC Regional Assembly & Manufacturing, LLC, Visteon Financial Corporation,
Visteon Remanufacturing Incorporated, Visteon LA Holdings Corp., and Visteon
Systems, LLC. |
27
principal amount remained outstanding under the 12.25% Senior Notes, excluding interest obligations.
The holders of the 12.25% Senior Notes Claim are entitled to a greater distribution under the Plan
than General Unsecured Creditors, given that the 12.25% Senior Notes Claim may be asserted against
each guarantor party to the 12.25% Senior Notes Indenture. Other unsecured Creditors, including
holders of the General Unsecured Claims, do not hold Claims against several of these guarantor
Entities.
|
3. |
|
Visteon Corporation Common Stock |
Visteon Corporations common stock was publicly-traded on the New York Stock Exchange
(NYSE) under the symbol VC. On March 4, 2009, the NYSE notified Visteon Corporation that
its common stock would be delisted from the NYSE and that trading in Visteon Corporations common
stock would be suspended effective March 6, 2009. Since March 6, 2009, Visteon Corporations
common stock has traded on the over-the-counter market, also known as the Pink Sheets, under the
symbol VSTNQ. As of March 15, 2010, Visteon Corporations common stock traded at a price of
$0.87/share.
ARTICLE V.
THE CHAPTER 11 CASES
The following is a general summary of the Chapter 11 Cases, including certain events preceding
the Chapter 11 Cases, the stabilization of the Debtors operations, and the Debtors restructuring
initiatives implemented since the Petition Date.
A. |
|
Events Leading to the Commencement of the Chapter 11 Cases |
During 2008 and 2009, the global automotive industry suffered an unprecedented downturn that
has significantly strained and materially and adversely affected the operations of OEMs, Tier I
automotive suppliers (such as Visteon), and all lower tiered automotive suppliers across the supply
chain. The seasonally adjusted annual rate of automotive sales declined rapidly, dropping over 35%
from its January 2008 level to 9.5 million in January 2009. Lower sales volumes continued through
2008, resulting in a 24% decrease in U.S. industry-wide automobile sales through November 2009
compared to the same time frame in 2008. This amount represents the lowest sales levels in nearly
three decades. The severe decline in global automobile sales resulted in numerous automotive
suppliers and OEMs receiving going concern opinions and filing for bankruptcy.19
|
|
|
19 |
|
On April 30, 2009, Chrysler filed for chapter 11
protection in the United States Bankruptcy Court for the Southern District of
New York. On May 11, 2009, Hayes Lemmerz International, Inc. filed for chapter
11 protection in the United States Bankruptcy Court for the District of
Delaware. On May 27, 2009, Metaldyne Corporation filed for chapter 11
protection in the United States Bankruptcy Court for the Southern District of
New York. On June 1, 2009, General Motors Corporation filed for chapter 11
protection in the United States Bankruptcy Court for the Southern District of
New York. On July 7, 2009, Lear Corporation filed for chapter 11 protection in
the United States Bankruptcy Court for the Southern District of New York. On
February 20, 2009, the independent auditors of TRW Automotive Holdings Corp.
expressed substantial doubt about the companys ability to continue as a going
concern. On March 4, 2009, General Motors Corporation received a qualified
going concern opinion from its auditors. Likewise, on March 12, 2009, American
Axle & Manufacturing Holdings Inc. received a going concern opinion from its
auditors and on March 17, 2009, Lear Corporation received a qualified going
concern opinion. |
28
However, despite the poor economic conditions, in 2008, the Debtors successfully
completed a comprehensive multi-year improvement plan that was designed to sell, fix, or close 30
unprofitable or non-core facilities. The Debtors successfully restructured, sold, or exited 38
facilitiesexceeding targeted goals and resulting in cumulative gross savings of approximately
$500 million.
Unfortunately, these actions were simply not enough to off-set the substantial decreases in
vehicle sales and production. Indeed, as a result of plummeting sales volumes, in the fourth
quarter of 2008, Visteon reported a net loss of $346 million on net sales from continuing
operations of $1.7 billion.20 The confluence of the industry downturn and other factors
also led Visteons public accounting firm to include a statement in Visteon Corporations 2008
annual report on Form 10-K that it had substantial doubt about Visteons ability to continue as a
going concern. This qualified going concern opinion, which numerous suppliers also received from
their public accountants upon issuance of their annual reports, would have violated the terms of
the ABL Facility and the Term Loan Facility. As noted above, Visteon Corporation was able to
negotiate limited waivers under the ABL Facility and the Term Loan Facility. The impending
expiration of these waivers on May 30, 2009, along with the Debtors need to restructure their
capital structure and legacy costs, led the Debtors to ultimately file for chapter 11 protection on
May 28, 2009.
B. |
|
Stabilization of Operations |
Upon commencing the Chapter 11 Cases, the Debtors sought and obtained a number of orders from
the Bankruptcy Court to ensure a smooth transition of their operations into chapter 11 and
facilitate the administration of the Chapter 11 Cases. Several of these orders are briefly
summarized below.
|
1. |
|
Administrative Motions |
To facilitate a smooth and efficient administration of these Chapter 11 Cases and to reduce
the administrative burden associated therewith, the Bankruptcy Court entered the following
procedural orders: (a) authorizing the joint administration of the Debtors Chapter 11 Cases
[Docket No. 78] and (b) granting the Debtors an extension of time to file their Schedules [Docket
No. 362]. On August 26, 2009, the Debtors filed their Schedules with the Bankruptcy Court.
|
2. |
|
Motion for Authority to Use Cash Collateral [Docket No. 18] |
On May 28, 2009, the Debtors filed a motion with the Bankruptcy Court seeking an order
authorizing them to provide Ford, the sole ABL Lender under the ABL Facility, certain forms of
adequate protection in exchange for the consensual use of Fords cash collateral. On May 29, 2009,
the Bankruptcy Court entered an interim order [Docket No. 93] (the first in a series of such
orders) authorizing the Debtors use of Fords cash collateral and certain other prepetition
collateral. The cash collateral order also granted adequate protection to Ford for any
|
|
|
20 |
|
Although Visteon reported a 2009 first quarter net income
of $2 million, such amount included a one-time, non-cash gain of $95 million
related to the deconsolidation of the net assets associated with Visteon UK
Ltd., an entity that filed for administration with the English High Court of
Justice under the Insolvency Act of 1986. |
29
diminution in the value of its interests in its collateral, whether from the use of the cash collateral
or the use, sale, lease, depreciation, or other diminution in value of its collateral, or as a
result of the imposition of the automatic stay under section 362(a) of the Bankruptcy Code.
Specifically, subject to certain conditions, adequate protection provided to Ford includes, among
other things, a first priority, senior, and perfected Lien on certain post-petition collateral of
the same nature as Fords prepetition collateral, a second priority, junior perfected Lien on Term
Loan Priority Collateral, and payment of accrued and unpaid interest and fees owing Ford on
prepetition ABL obligations.
On June 19, 2009, the Bankruptcy Court entered a first supplemental interim order authorizing
the use of Fords cash collateral and granting adequate protection on substantially the same terms
as those set forth in the interim cash collateral order previously entered [Docket No. 380].
Thereafter, the Debtors sought, and the Bankruptcy Court approved, eleven supplemental interim
orders extending the consensual use of ABL cash collateral, generally on a monthly basis and
materially consistent with the terms of preceding interim cash collateral orders.21
|
3. |
|
Motion to Continue Using Existing Cash Management System [Docket No. 15] |
The Bankruptcy Court authorized the Debtors to continue using their cash management systems
and their respective bank accounts, business forms, and investment practices by a Final Order dated
July 17, 2009 [Docket No. 605]. The cash management order also approved the Debtors investment
and deposit guidelines and permitted the Debtors to set off both prepetition and postpetition
intercompany obligations between Debtors, or between Debtors and non-Debtor Affiliates.
|
4. |
|
Motion to Pay Shippers and Lienholder Prepetition Claims [Docket No. 5] |
The Bankruptcy Court authorized the Debtors to pay the prepetition Secured Claims of, among
other parties, shippers, warehousemen, and lienholders up to $21.3 million. As of March 9, 2010,
the Debtors had paid approximately $10.4 million under this order.
|
5. |
|
Motion to Continue Funding Foreign Affiliates [Docket No. 10] |
As a result of the global practice of the Debtors business, the Debtors heavily rely on the
relationship with their foreign Affiliates. The Debtors have interests in each of the foreign
Affiliates, and such interests are valuable assets of the Debtors Estates. Three programs central
to the foreign Affiliates business operations are as follows: (a) the cash pooling system in
Europe (the European Cash Pool); (b) the Legal Entity Restructuring Activity program (the
LERA Program); and (c) the Maquiladora program (the Maquiladora Program). The
|
|
|
21 |
|
The Bankruptcy Court entered the: (a) second supplemental
interim cash collateral order on July 1, 2009 [Docket No. 481]; (b) third
supplemental interim cash collateral order on July 16, 2009 [Docket No. 599];
(c) fourth supplemental interim cash collateral order on July 28, 2009 [Docket
No. 689]; (d) fifth supplemental interim cash collateral order on August 13,
2009 [Docket No. 792]; (e) sixth supplemental interim cash collateral order on
September 9, 2009 [Docket No. 952]; (f) seventh supplemental interim cash
collateral order on October 7, 2009, October 21, 2009, and November 12, 2009
[Docket Nos. 1110, 1161, 1242]; (g) eighth supplemental interim cash collateral
order on November 12, 2009 [Docket No. 1303]; (h) ninth supplemental interim
cash collateral order on December 10, 2009 [Docket No. 1445]; (i) tenth
supplemental interim cash collateral order on January 21, 2010 [Docket No.
1710]; and (j) eleventh supplemental interim cash collateral order on
February 23, 2010 [Docket No. 2368]. |
30
European Cash Pool involves Visteon Corporation and various foreign Affiliates making revolving loans to and, in the case of the foreign Affiliates, borrowing from Visteon
Netherlands Holdings B.V., which acts as an internal banker for such transactions among the foreign
Affiliates.22 Under the LERA Program, VEC, a Debtor, contracts with European customers
for the delivery of finished goods while a foreign Affiliate actually delivers the finished goods
to such customer. VEC collects payment directly from the customer, pays the foreign Affiliate its
costs plus 5%, and retains the excess as profit.23 Visteon also participates in a program
similar to LERA with its foreign Affiliates in Mexico, which is called the Maquiladora
Program.24
On July 28, 2009, the Bankruptcy Court entered a Final Order authorizing the Debtors to
continue, in the ordinary course of business, the European Cash Pool, LERA Program, and Maquiladora
Program and to honor prepetition obligations under the LERA and Maquiladora Programs up to $92
million. On July 28, 2009, the Bankruptcy Court authorized the Debtors to pay an additional $46
million in prepetition Claims of certain foreign Affiliates, for an aggregate amount of $138
million [Docket No. 690]. As of March 9, 2010, the Debtors had paid approximately $125 million
under this Final Order.
Additionally, on October 7, 2009, the Bankruptcy Court approved a motion to provide
approximately $38 million in capital to foreign Affiliates in Argentina and Poland [Docket No.
1098]. The Debtors have an interest in these foreign Affiliates and without access to additional
capital, the Affiliates could have been subject to mandatory insolvency proceedings under Argentine
and Polish law.
|
6. |
|
Motion to Pay Employee Wages and Benefits [Docket No. 7] |
The Debtors obtained authorization from the Bankruptcy Court to pay all prepetition
compensation (including all wages, salaries, overtime pay, and vacation pay) to, all prepetition
business expenses of, and all prepetition payroll deductions and prepetition withholdings, all
prepetition contributions to, and benefits under medical and insurance benefit plans, and
postpetition severance benefits for salaried employees leased to ACH. As of March 9, 2010, the
Debtors had paid approximately $15.5 million in prepetition Claims under this order.
|
7. |
|
Motion to Pay Critical Trade Vendors [Docket No. 13] |
By interim order granted on May 29, 2009 [Docket No. 102], and Final Order granted on June 19,
2009 [Docket No. 374], the Bankruptcy Court authorized the Debtors to pay prepetition Claims of
certain suppliers. Specifically, the Debtors were authorized to pay certain prepetition
nonpriority Claims of: (a) certain suppliers of the Debtors that are not party to Executory
|
|
|
22 |
|
The following foreign Affiliates participate in the
European Cash Pool: Visteon Netherlands, Cadiz Electronica S.A.U., Visteon
Sistemas Interiores Espana S.L.U., Visteon Autopal S.R.O., Visteon Hungary KFT,
Visteon Ardennes Industries S.A.S., Visteon Systemes Interieurs S.A.S., Visteon
Interior Systems Holding France S.A.S., Visteon Holdings France S.A.S., Visteon
Portuguesa Ltd., Visteon Slovakia s.r.o., Visteon Philippines Inc., and Visteon
Deutschland GmbH. |
|
23 |
|
The following foreign Affiliates participate in LERA
Program: Visteon Portuguesa Ltd., Cadiz Electronica S.A.U., Visteon Sistemas
Interiores Espana S.L.U., Visteon Hungary KFT, and Visteon Autopal S.R.O. |
|
24 |
|
The following foreign Affiliates participate in the
Maquiladora Program: Coclisa S.A. de C.V., Carplastic S.A. de C.V., Altec
Electronica Chihuahua, S.A. de C.V., Aeropuerto Sistemas Automotrices S. de
R.L. de C.V., Climate Systems Mexicana, S.A. de C.V., Visteon de Mexico S. de
R.L., and Grupo Visteon S. de R.L. de C.V. |
31
Contracts; (b) certain financially distressed suppliers; and (c) on a provisional basis, certain suppliers that may seek to discontinue supplying products or providing services in breach of
their agreements with the Debtors, and approving procedures related thereto. The Debtors are
authorized to pay prepetition Claims of those suppliers that are not party to Executory Contracts
and those financially distressed suppliers up to $33.9 million. With respect to suppliers that
refuse to perform postpetition obligations pursuant to an Executory Contract unless their
prepetition Claims are satisfied, the Debtors are authorized to pay such suppliers Claims on a
provisional basis up to $15 million. As of March 9, 2010, the Debtors had paid approximately $28.8
million under this order.
|
8. |
|
Motion to Pay Foreign Trade Vendors [Docket No. 11] |
By interim order granted on May 29, 2009 [Docket No. 82], and Final Order granted on June 19,
2009 [Docket No. 367], the Bankruptcy Court authorized the Debtors to pay prepetition Claims of
certain vendors, service providers, regulatory agencies, and governments located in foreign
jurisdictions up to $5.1 million. As of March 9, 2010, the Debtors had paid approximately $3.9
million under this order.
|
9. |
|
Motion to Authorize Maintenance of Customer Programs [Docket No. 8] |
By interim order granted on June 3, 2009 [Docket No. 145], and Final Order granted on July 17,
2009 [Docket No. 600], the Bankruptcy Court authorized the Debtors to continue their customer
programs, including all obligations to ACH pursuant to a master services agreement, the OEM
warranty program, and the aftermarket warranty program up to $92.1 million. As of March 9, 2010,
the Debtors had paid approximately $8.6 million under this order.
|
10. |
|
Motion to Establish Notification and
Hearing Procedures for Trading in Equity Securities [Docket No. 12] |
As of the Petition Date, the Debtors NOLs and certain other tax attributes were estimated to
be approximately $1.95 billion. Under the Internal Revenue Code, NOLs that accumulate prior to
emergence from bankruptcy may be used to offset post-emergence taxable income. Under the
applicable federal tax laws, however, the Debtors would lose the ability to utilize a significant
portion of their NOLs if an ownership change were to occur prior to completion of the Chapter 11
Cases. Consequently, trading in the equity securities of the Debtors could have jeopardized the
Debtors ability to use those NOLs. To protect these valuable NOL carryforwards for future use to
offset taxable income, the Debtors sought and obtained an interim order from the Bankruptcy Court
on May 29, 2009 [Docket No. 89], and a Final Order on June 19, 2009 [Docket No. 361] restricting
trading of their equity securities. In particular, the Debtors sought to institute restrictions on
trading by shareholders who own, or would own, at least 6.4 million shares, including options to
acquire shares of Visteon Corporation stock during the pendency of the Chapter 11 Cases, so that
the Debtors would be able to monitor trading and prevent the loss of their NOLs and other tax
attributes.
32
|
11. |
|
Motion Determining Adequate Assurance of
Payment for Future Utility Services [Docket No. 6] |
By interim order granted on May 29, 2009 [Docket No. 87], and Final Order granted on June 19,
2009 [Docket No. 376], the Bankruptcy Court established procedures for determining adequate assurance of payment for future utility service in recognition of the severe impact
even a brief disruption of utility services would have on the Debtors.
|
12. |
|
Motion to Pay Prepetition Sales, Use, and Franchise Taxes [Docket No.
4] |
On May 29, 2009 [Docket No. 88], the Bankruptcy Court authorized the Debtors to pay up to $6
million for prepetition sales, use, franchise, income, property, and other taxes and any
tax-related fees charges, and assessments accrued prepetition. As of March 9, 2010, the Debtors
had paid approximately $4.4 million under this order.
|
13. |
|
Applications for Retention of Debtors Professionals |
Throughout the Chapter 11 Cases, the Bankruptcy Court has approved the Debtors retention of
certain Professionals to represent and assist the Debtors in connection with the Chapter 11 Cases.
These Professionals include, among others: (a) Kirkland & Ellis LLP as counsel for the Debtors
(order granted June 19, 2009) [Docket No. 366]; (b) Pachulski, Stang, Ziehl & Jones LLP as
co-counsel for the Debtors (order granted June 19, 2009) [Docket No. 363]; (c) Rothschild, Inc.
(Rothschild), as financial advisors and investment bankers for the Debtors (order granted
July 1, 2009) [Docket No. 474]; (d) Alvarez & Marsal North America, LLC as restructuring advisor to
the Debtors (order granted June 19, 2009) [Docket No. 365]; (e) KCC as Claims and Solicitation
Agent for the Debtors (order granted May 29, 2009) [Docket No. 79]; (f) Dickinson Wright PLLC as
special counsel to the Debtors (order granted July 14, 2009) [Docket No. 546]; (g) Crowell & Moring
LLP as special antitrust counsel to the Debtors (order granted July 14, 2009) [Docket No. 545]; (h)
Alston & Bird LLP as special litigation counsel to the Debtors (order granted September 9, 2009)
[Docket No. 942]; and (i) Ernst & Young LLP as risk management service providers to the Debtors
(order granted September 2, 2009) [Docket No. 921].
C. |
|
Appointment of the Creditors Committee |
On June 8, 2009, the United States Trustee appointed the Creditors Committee pursuant to
section 1102 of the Bankruptcy Code [Docket No. 178]. On January 8, 2010, the Bankruptcy Court, on
its own initiative, entered an order scheduling a status conference for January 21, 2010 regarding
whether an official committee of participants in the Debtors Pension Plans should be appointed
[Docket No. 1566]. The Debtors filed a statement in advance of the status conference, which stated
the Debtors opposition to an official committee of pensioners [Docket No. 1649]. The United
States Trustee, the ad hoc committee of pensioners, and the IUE-CWA filed statements in support of
the appointment of an official committee of pensioners [Docket Nos. 1696, 1699, 1702]. After
hearing arguments at the January 21, 2010 status conference, the Bankruptcy Court ordered the
United States Trustee to either: (1) appoint one or more participants of the Pension Plans to the
Creditors Committee or (2) pursuant to section 1102 of the Bankruptcy Code, appoint a separate
official committee comprised of participants of the
33
Pension Plans [Docket No. 1730]. Pursuant to
that order, on February 1, 2010, the United States Trustee appointed three individuals to the
Creditors Committee to represent participants in the Pension Plans [Docket No. 1779]. The members
of the Creditors Committee are thus currently: the PBGC; the Law Debenture Trust Company of New
York; Freescale Semiconductor; Central States Southeast and Southwest Areas Pension Fund; Siemens
Product Lifecycle Management
Software, Inc.; Nissan Trading Corp., USA; CQS Directional Opportunities Master Fund,
Ltd;25 Chris A. Hensel, an active employee of Visteon Corporation; Robert Leiss, a former
employee of the Debtors North Penn plant and former president of Local UAW 1695; and Michael
Lostutter, the director of the IUE-CWA pension and 401(k) fund.
On February 3, 2010, the Debtors filed the Motion of the Debtors for Reconsideration of the
Courts Order Appointing Pension Plan Participants to an Official Committee [Docket No. 1831]. The
crux of the Debtors argument to reconsider the order to appoint the official committee of
pensioners is that there is no scenario under which the pensioners would have a right to payment
from the Debtors and thus the pensioners cannot be considered Creditors of the Estatesa
requirement for the appointment of an official committee under section 1102 of the Bankruptcy Code.
The Bankruptcy Court heard the Debtors motion on February 18, 2010 and has taken the matter
under advisement.
The Creditors Committee has retained the following Professionals: (a) KCC as website
administration agent (order granted July 16, 2009) [Docket No. 585]; (b) Ashby & Geddes, P.A. as
Delaware counsel (order granted August 11, 2009) [Docket No. 766]; (c) Brown Rudnick LLP as
co-counsel (order granted August 13, 2009) [Docket No. 786]; (d) FTI Consulting, Inc. as
restructuring and financial advisors (order granted September 11, 2009) [Docket No. 967]; and (e)
Chanin Capital Partners, LLC as restructuring and financial advisors (order granted September 11,
2009) [Docket No. 966].
D. |
|
Operational Restructuring Activity, Liquidity
Enhancements, and Business Plan Development and Implementation |
Prior to filing the Chapter 11 Cases, the Debtors were in the process of executing a
comprehensive three year restructuring plan to ensure their competitiveness in a troubled
automotive supplier sector. Under that restructuring plan, the Debtors sold, restructured, or
closed approximately 38 unprofitable facilities, and also significantly reduced overhead and
operating costs. Upon filing for chapter 11, the Debtors continued to execute their restructuring
plan by exiting non-core lines of business and preserving their customer relationships for the
future. In particular, during the Chapter 11 Cases, the Debtors entered into a number of
agreements designed to enhance their liquidity, right-size their operations, and support future
sustainability. Negotiations over these initiatives originally took place in the context of a
proposed debtor-in-possession (DIP) financing arrangement to be provided by the Debtors
North American customers. However, given the complexity of negotiating a DIP credit agreement
satisfactory to these natural competitorsand unnatural lendersas well as the Debtors improved
cash flow performance during the Chapter 11 Cases, the Debtors ultimately determined that a
customer club DIP facility was not a viable solution to supplement their
|
|
|
25 |
|
CQS Directional Opportunities Master Fund Ltd. was
appointed to the Creditors Committee on November 30, 2009 [Docket No. 1364]
after K&S Wiring resigned from the Creditors Committee on November 6, 2009
[Docket No. 1238]. |
34
liquidity. Instead, the Debtors used the momentum of the customer DIP discussions to negotiate and execute individualized
asset sales and Accommodation Agreements with their customer base, which did not require the
Debtors to take on any additional debt. The following is a description of the key restructuring
initiatives undertaken by the Debtors during the Chapter 11 Cases to accomplish the above-mentioned
goals.
|
1. |
|
Halla Alabama Asset Sale |
In July 2009, Visteon Domestic Holdings, LLC sold its 80% equity interest in Halla Climate
Systems Alabama Corp. (Halla Alabama) to Halla Korea, a publicly-traded Korean company in
which VIHI holds a 70% equity stake.26 Halla Korea paid a total of approximately $63
million, including $26 million in settlement of certain Intercompany Claims, which brought cash
into Visteons U.S. enterprise and enhanced the value of Halla Korea by preserving the key customer
relationship with Hyundai/Kia Motors (Hyundai). The sale closed on July 31, 2009 [Docket
No. 723]. Consummation of the sale to a non-Debtor Entity gave Hyundai the assurances it needed to
continue to do business with Halla Alabama going forward. Without the support of Hyundai, which
accounts for 100% of Halla Alabamas business, the enterprise value of Halla Alabama would have
been lost, which would have diminished the value of VIHIs interest in Halla Korea. The sale also
took advantage of synergies that would not have been available to a buyer outside of the Visteon
corporate family, e.g., Halla Alabama had already licensed intellectual property from Halla Korea
and had a well-established supply chain to meet Hyundais needs. Moreover, the transaction
furthered the consolidation of Visteons global climate business with Halla Korea, which functions
as the hub of Visteons global climate division. Since executing this transaction, Hyundai has
continued its commitment to Visteon.
|
2. |
|
Connersville Property Sale |
On December 10, 2009, the Bankruptcy Court authorized the Debtors to sell their Connersville,
Indiana property, free and clear of all liens, claims, encumbrances, and other interests to the
City of Connersville, Indiana [Docket No. 1437]. The Connersville property is located on
approximately 186 acres of real property and includes various buildings, facilities, and other
improvements, including a manufacturing facility that was used for Visteon Systems climate
business. The Debtors had previously ceased all manufacturing activities at the Connersville
facility in 2007 and listed the property for sale in 2008. Due to some potential outstanding
environmental liability related to the Connersville property, the Debtors agreed to sell the
property to the City of Connersville for the nominal consideration of $500 and to pay up to
$500,000 towards the cost of any statutorily required remediation of the property. In exchange for
this consideration the City of Connersville agreed to assume, pay for, and complete any remediation
of the property and assume liability for the settlement and resolution of all potential claims
against the Debtors on account of obligations imposed on the property. Additionally, the City of
Connersville and the Indiana Department of Environmental Management executed releases and covenants
not to sue the Debtors in connection with the Connersville property.
|
|
|
26 |
|
Halla Alabama was a Debtor in the Chapter 11 Cases, but
Halla Alabamas case was dismissed upon the closing of the sale to Halla Korea. |
35
By entering into the purchase and sale agreement with the City of Connersville, the Debtors
eliminated annual expenses attributed to property taxes, insurance, utilities, and general
maintenance of the Connersville property and avoided significant future costs associated with
remediation of the property.
|
3. |
|
General Motors Company Accommodation Agreement |
On October 7, 2009, the Bankruptcy Court authorized the Debtors and their non-Debtor Affiliate
Carplastic, S.A. de C.V. (Carplastic) to enter into an Accommodation Agreement (the
GM Accommodation Agreement) with General Motors Company (GM) [Docket No. 1102].
The GM Accommodation Agreement allowed the Debtors to address certain liquidity needs, exit lines
of business that no longer fit into the Debtors strategic business plan, and maintain a business
relationship with GM with respect to other promising lines of business. The GM Accommodation
Agreement provided for, among other things: (a) an $8.0 million surcharge payment to Visteon
Corporation; (b) payment to Visteon Corporation of up to $10 million to fund the consolidation of
Visteons InterAmerican and Carplastic facilities in Mexico; (c) payment to Visteon Corporation of
$4.425 million to reimburse the Debtors for certain upfront engineering, design, and development
support costs; (d) acceleration of payment terms on outstanding GM purchase orders; (e) GMs
purchase from Visteon of certain inventory at original cost, and the option to purchase certain
equipment and tooling relating to re-sourced component parts at the greater of the net book value
of such assets or the orderly liquidation value, for all assets purchased in the last three years;
(f) reimbursement of certain costs associated with the wind-down of GM interior and fuel tank
component part production; and (g) an $8.2 million cure payment in connection with the assumption
and assignment to GM by Motors Liquidation Company of certain purchase orders with the Debtors in
GMs chapter 11 case.27
In exchange for these benefits, the Debtors agreed to continue to produce and deliver
component parts to GM during the term of the Accommodation Agreement as well as provide
considerable assistance to GM in resourcing certain unprofitable production to other suppliers. As
is customary, the GM Accommodation Agreement also provided GM with an access right to certain
Visteon facilities if the Debtors or Carplastic ceased production in violation of the GM
Accommodation Agreement.
|
4. |
|
Chrysler Accommodation Agreement |
On November 12, 2009, the Bankruptcy Court authorized the Debtors and Carplastic to enter into
an Accommodation Agreement (the Chrysler Accommodation Agreement) with Chrysler [Docket
No. 1305], similar in its terms to the GM Accommodation Agreement. Specifically, the Chrysler
Accommodation Agreement provided for: (a) a $13.0 million surcharge payment to Visteon Corporation;
(b) acceleration of payment terms on outstanding Chrysler purchase orders; (c) a cure payment to
Visteon Corporation of approximately $13.0 million in connection with the assumption and assignment
to Chrysler by Old Carco LLC (f/k/a Chrysler LLC) of certain purchase orders with Debtors in the
Old Carco LLC chapter 11
|
|
|
27 |
|
While GM assumed and assigned its purchase orders with
Visteon in its own chapter 11 case, the Debtors did not assume any purchase
orders with GM in the Chapter 11 Cases under the GM Accommodation Agreement. |
36
case; and (d) reimbursement of certain Visteon costs associated with
Visteons wind-down of production for certain lines of Chrysler component parts.28 The
Chrysler Accommodation Agreement also contemplated a number of asset sales, including a mandatory
purchase by Chrysler (or an acceptable third party) of certain equipment and tooling used at Visteons
Highland Park, Michigan and Saltillo, Mexico facilities at the greater of the net book value of
such assets or the orderly liquidation value, for all such assets acquired by Visteon during the
previous three years. Chrysler also purchased Visteons excess inventory relating to re-sourced
Chrysler business at 100% of Visteons actual and documented costs for raw materials and 100% of
the purchase order price for finished goods.
In exchange, the Debtors and Carplastic provided Chrysler with commitments for continuity of
supply, a customary access and security agreement, and agreements for Visteons cooperation and
assistance in the resourcing of Chrysler component parts to other suppliers.
|
5. |
|
Nissan North America Asset Sale and Accommodation Agreement |
On November 12, 2009, the Bankruptcy Court approved the sale of certain manufacturing
facilities and other assets primarily related to the Debtors module and interior business to Haru
Holdings, LLC (Haru), an acquisition subsidiary of Nissan North America
(Nissan), free and clear of all Liens and other interests pursuant to section 363 of the
Bankruptcy Code [Docket No. 1298]. Haru paid, or will pay, the Debtors approximately $31 million
in cash plus the (a) value of certain off-site tooling and inventory dedicated to Nissan
production, (b) approximately $2.5 million in wind-down costs; and (c) the amount of certain
receivables from Nissan being acquired under the purchase agreement, less the amount of certain
payables to Nissan and Nissan Affiliates assumed by Nissan. The Bankruptcy Court also approved
certain cure and notice procedures related to the assumption and assignment of Executory Contracts
related to the module and interior business and an Accommodation Agreement that essentially served
as a back-stop in the event that the Debtors violated the terms of the purchase agreement.
The assets sold to Haru were primarily used for the production and assembly of automobile
cockpit module, front end module, and interior parts for Nissan. The majority of these assets were
located at the Debtors LaVergne, Tennessee, Smyrna, Tennessee, Tuscaloosa, Alabama, and Canton,
Mississippi plants. The sale was a result of the Debtors comprehensive strategic review of their
operational restructuring strategy, including an evaluation of the profitability and performance of
their operating subsidiaries and business divisions. After such review, the Debtors determined
that the module and interior business was an unprofitable business segment that should be divested.
The sale allowed the Debtors to maximize the module and interior business contribution to the
Debtors Estates, enhance liquidity, and help ensure that Nissanan important, long-term customer
vital to the Debtors post-emergence business planmaintains its continuity of supply.
|
|
|
28 |
|
While Chrysler assumed and assigned its purchase orders
with Visteon in its own chapter 11 case, the Debtors did not assume any
purchase orders with Chrysler in the Chapter 11 Cases under the Chrysler
Accommodation Agreement. |
37
|
6. |
|
Ford Motor Company Accommodation Agreement |
On December 8, 2009, the Bankruptcy Court approved a motion authorizing the Debtors and
Carplastic to enter into an Accommodation Agreement (the Ford Accommodation Agreement)
with Ford and ACH [Docket No. 1422]. Pursuant to the Ford Accommodation Agreement, Ford and ACH
have agreed to pay Visteon an exit fee of $8 million in two equal installments. Under the Ford
Accommodation Agreement, the majority of Ford electronic component parts formerly manufactured at
the Debtors North Penn facility will be re-sourced to Cadiz Electronica S.A., the Carplastic
facility will continue to produce the majority of component parts it currently manufactures for Ford, and the Debtors will discontinue Ford
production at the Debtors Springfield, Ohio facility. In connection with the resourcing or
transitioning of these Ford and ACH product lines, Ford and ACH have agreed to purchase certain
inventory at cost, and have the option to purchase certain equipment and tooling related to the
manufacturing of their component parts at the greater of the net book value of such assets or the
orderly liquidation value, for all assets purchased in the last three years, or for older tooling
or equipment an amount equal to the orderly liquidation value of such assets. Additionally, Ford
and ACH agreed to reimburse the costs that the Debtors have, or will, incur in connection with
resourcing production lines at their North Penn and Springfield facilities.
|
7. |
|
Honda Accommodation Agreement |
On December 10, 2009, the Bankruptcy Court approved a motion authorizing the Debtors to enter
into an Accommodation Agreement (the Honda Accommodation Agreement) with Honda of America
Mfg., Inc. (Honda), which provides the Debtors with certain strategic and financial
benefits in connection with the resourcing of Honda component parts produced at the Debtors
Highland Park, Michigan facility [Docket No. 1446] in accordance with the Debtors strategic
business plan. As consideration for the Debtors assistance in the resourcing process and to
provide incremental liquidity, Honda will provide the Debtors with a surcharge payment in the
approximate amount of $0.2 million, as well as an acceleration of payment terms. In addition,
Honda has agreed to purchase equipment dedicated to the production of Honda component parts for
approximately $2 million, as well as to purchase certain inventory, and to cover the costs that the
Debtors will incur in connection with resourcing Honda production lines to other suppliers,
including wind-down costs in the approximate amount of $0.8 million and any cure costs required to
be paid in connection with the Debtors assumption and assignment of supply contracts with raw
materials or subcomponent suppliers at Hondas request.
|
8. |
|
Atlantic Automotive Components, LLC Sale |
On February 23, 2010, the Bankruptcy Court approved a sale of the Debtors interest in
Atlantic Automotive Components, LLC (Atlantic) to the joint ventures majority owner
[Docket No. 2366]. The component parts produced by Atlantic were resourced to other suppliers
pursuant to the Accommodation Agreements entered into with the Debtors key customers. In
consideration for the Debtors interest in the joint venture, the purchaser: (a) paid $3.1 million
in cash; (b) assumed substantially all of the liabilities of Atlantic; (c) released the Debtors
from all obligations to Atlantic related to accounts payable for goods delivered or services
provided prior to the Petition Date, which obligations are estimated to equal approximately $3.9
million; and (d) agreed to the resourcing of certain Atlantic business to a Visteon facility in
Mexico.
38
9. |
|
North Penn Plant Closure |
On February 28, 2010, the Debtors closed their North Penn plant located in Lansdale,
Pennsylvania. Pursuant to this closure, the Debtors entered into a closure agreement with the UAW
and its local union 1695 to provide for the early expiration of the CBA governing the North Penn
employees on February 28, 2010, instead of the original expiration date of March 13, 2011. On
February 23, 2010, the Bankruptcy Court authorized entry into the closure agreement [Docket No.
2365]. The early expiration of the North Penn CBA will generate substantial savings for the Debtors estates as a result of the discontinuation of post-employment health
care benefits provided to North Penn retirees and employees as early as June of 2010. The Debtors
also rejected the lease of the North Penn property on March 14, 2010 [Docket No. 2455]. As noted
above, in connection with the Ford Accommodation Agreement, Ford has or will cover the vast
majority of the costs associated with the North Penn plant closure.
E. |
|
Postpetition Financing |
As noted above, at the outset of the Chapter 11 Cases, the Debtors focused on negotiating a
club DIP financing facility with their largest North American OEM customers to ensure sufficient
liquidity to supply their customers with parts and fund these cases. The multi-faceted customer
DIP negotiations were complicated because the proposed lenders were all competitors with competing
interests. Ultimately, in September 2009, the Debtors abandoned these customer DIP negotiations.
In early October 2009, the Debtors began negotiations with a subset of the Term Loan Lenders
(the DIP Facility Lenders) over the terms of a DIP financing arrangement. On October 28,
2009, the Debtors filed a motion for approval of the $150 million DIP Facilitywith a $75 million
initial draw and option to draw an additional $75 millionon a superpriority Administrative Claim
and first priority priming Lien basis [Docket No. 1200]. Importantly, the Term Loan Lenders and
ABL Lender consented to the priming of their prepetition Liens by the DIP Facility in exchange for
the adequate protection described below. The Creditors Committee and the PBGC filed objections to
the motion. The Debtors were able to resolve the majority of issues raised by the Creditors
Committee and PBGC through modifications to the terms of the DIP Facility. The Bankruptcy Court
approved the DIP Facility, as modified, on November 12, 2009 over ruling the remaining objections
of the Creditors Committee and the PBGC [Docket No. 1297].
As approved, the DIP Facility provides the Debtors with up to $150 million in financing on a
superpriority Administrative Claim and first priority priming Lien basis. The initial draw of $75
million occurred upon the closing of the DIP Facility. The Debtors have an option to draw an
additional $75 million, subject to the condition that they have not filed a plan of reorganization
that does not provide for full payment of obligations under the DIP Facility. Obligations under
the DIP Facility are entitled to superpriority Administrative Claim status pursuant to section
364(c)(1) of the Bankruptcy Code and secured by: (a) a first priority priming Lien on all Term Loan
Priority Collateral; (b) a second priority Lien on all ABL Priority Collateral; and (c) a first
priority lien on proceeds of Avoidance Actions under section 549 of the
39
Bankruptcy Code and the Debtors rights under section 506(c) of the Bankruptcy Code. The Term Loan Lenders and ABL Lender
consented to the granting of priming Liens under the DIP Facility in exchange for adequate
protection to the extent of the diminution in value of their collateralcalculated from November
12, 2009, the date of entry of the order approving the DIP Facilityin the form of: (i) junior
replacement Liens on Term Loan Priority Collateral; (ii) a junior Lien on the proceeds of Avoidance
Actions under section 549 of the Bankruptcy Code and the Debtors rights under section 506(c) of
the Bankruptcy Code; (iii) a first priority Lien on assets of VEC; and (iv) a superpriority
Administrative Claim against all the Debtors.
|
2. |
|
Other Postpetition Financing |
On November 12, 2009, the Bankruptcy Court also approved Visteons entry the U.S. Bank L/C
Facility Documents with U.S. Bank National Association (U.S. Bank) for an amount of $40
million, which replaced the letter of credit facility under the ABL Facility [Docket No. 1296].
Visteon makes reimbursement payments on any payments made by U.S. Bank under the U.S. Bank L/C
Facility Documents, plus certain agreed fees, and any unpaid obligations bear interest at a rate
per annum equal to the Prime Rate plus 5.00%. Visteon granted U.S. Bank a security interest in
certain collateral held in a segregated account under the U.S. Bank L/C Facility Documents. On
November 12, 2009, the Bankruptcy Court also approved the Debtors entry into various Currency
Contracts.
Notwithstanding any provision in the Plan to the contrary or section 1141(c) of the Bankruptcy
Code, the U.S. Bank L/C Facility Documents and the Currency Contracts, and all rights and
obligations of, and Liens held by, the parties thereunder in connection therewith, shall survive
and remain in full force and effect on and after the Effective Date in accordance with the terms of
the U.S. Bank L/C Facility Documents and the Currency Contracts, respectively, and the Final Orders
entered on November 12, 2009 [Docket Nos. 1296 and 1297]. On the Effective Date, any and all
rights and obligations of the Debtors under the U.S. Bank L/C Facility Documents and the Currency
Contracts shall vest in, or become the obligations of, the applicable Reorganized Debtors.
F. |
|
Addressing Legacy Liabilities |
In addition to restructuring their capital structure and operational footprint, the Debtors
have also analyzed opportunities to reduce their legacy cost structure. As of the Petition Date,
the Debtors had substantial liabilities associated with certain post-employment health care and
life insurance benefits (OPEB) provided to their retirees.
As of June 2009, the Debtors determined that their OPEB liability would be $310 million by the
end of 2009, with projected cash outlays of $31 million in 2009 alone. On June 26, 2009, the
Debtors filed a motion for authorization to terminate OPEB for approximately 6,650 retirees or
employees and their spouses and dependents [Docket No. 432]. In the motion, the Debtors asserted
that they had the unilateral right to terminate the benefits pursuant to relevant plan documents
and CBAs. The IUE-CWA, UAW, and certain individual retirees filed objections to the Debtors
motion arguing that active employees and retirees have vested OPEB rights under
40
the terms of the applicable plan documents and CBAs, and thus, the Debtors are not entitled to terminate their
obligations to provide OPEB unless and until authorized to do so under section 1114 of the
Bankruptcy Code. The Bankruptcy Court granted the OPEB motion on December 22, 2009 in all
respects, except as the motion applied to (a) former hourly employees at the North Penn plant who
retired during the term of the North Penn CBA, dated April 2, 2005 and (b) current active hourly
employees who will retire at the North Penn plant during the term of the North Penn CBA [Docket No.
1491]. On February 23, 2010, the Bankruptcy Court authorized entry into the North Penn closure
agreement, which allowed the Debtors to eliminate OPEB for North Penn employees and retirees as
early as June of 2010 [Docket No. 2365]. The Financial Projections reflect that the Reorganized Debtors will not be liable for any U.S. OPEB
liabilities, other than OPEB for retirees covered by the North Penn CBA, after March 31, 2010.
OPEB for North Penn retirees will be discontinued on May 31, 2010.
The IUE-CWA has appealed the Bankruptcy Courts order [Docket No. 1512] and also filed a
motion on February 26, 2010 seeking stay of the order pending such appeal [Docket No. 2407]. The
appeal is currently pending in federal district court and the motion to stay the Bankruptcy Courts
order will be heard at the omnibus hearing scheduled for March 16, 2010.
|
2. |
|
Other Legacy Liabilities Related to the Ford Transactions |
As a result of the historical transactions with Ford described in Article IV, the Debtors also
have certain legacy liabilities relating to, among other things, retiree benefits, warranties, and
indemnity obligations. For example, as part of the 2000 spin-off transaction, Ford and Visteon
Corporation entered into that certain Employee Transition Agreement (the Transition
Agreement), dated April 1, 2000, amended and restated as of December 19, 2003, to govern the
assumption or transfer of certain employee and retiree benefits.
Under the Transition Agreement, Visteon Corporation is responsible for reimbursing Ford for
certain OPEB and pension costs that Ford provides directly to retirees. With respect to pension
obligations, Ford agreed to provide pension benefits for certain employees for such employees
service with Ford through June 1, 2000. Visteon Corporation is required to reimburse Ford for
pension related amounts as follows: (a) the costs of benefit increases that occur after June 1,
2000, including changes in the benefit accrual rate, but not changes in the benefit accrual rate
resulting from promotions by Visteon after June 1, 2000; (b) the effect on projected benefit
obligation for any Visteon average merit salary increase which exceeds the average Ford merit
increase by one-half percent in a given year, provided that Visteon shall receive credit if the
Visteon average merit salary increase is less than the average Ford merit increase by one-half
percent in any given year; and (c) for the effect on projected benefit obligation related to the
employees covered by Fords pension plans as a result of Visteons implementation of any early
separation incentive programs or reductions in force, provided that Visteon shall receive a credit
if such programs reduce the projected benefit obligation. Pursuant to the Transition Agreement,
Visteon Corporation also provides and funds pension benefits for another group of employees,
including those whom Visteon Corporation leases to ACH under the Salaried Employee Lease Agreement
and Hourly Employee Lease Agreement. Although ACH pays Visteon Corporation for a portion of these
benefits, as mentioned above, ACHs payment obligation is tied to Visteon Corporations reported
accounting expense and not the actual amount of cash funding contribution attributable to the
employees assigned to ACH.
41
With respect to OPEB obligations, the Transition Agreement provides that Visteon Corporation
shall pay the costs of OPEB provided to certain employees under Fords OPEB plans. Quarterly OPEB
reimbursements are determined based upon Fords average per contract claims cost multiplied by the
number of retirees that Visteon is required to reimburse Ford for each month. Visteon Corporation
is also required to pre-fund a VEBA or other tax-advantaged funding vehicle beginning in 2011.
These reimbursement obligations result in a balance sheet liability of approximately $116
million and annual cash payments to Ford of approximately $10 million. The Debtors are currently
negotiating for a termination of the Transition Agreement with Ford as part of their overall
efforts to reduce legacy liabilities and restructure their relationship with Ford. The Debtors
believe that any Claims asserted under the Transition Agreement will be significantly reduced or
eliminated through the negotiated termination of the agreement.
G. |
|
Analyzing Executory Contracts and Unexpired Leases |
The Bankruptcy Code authorizes a debtor, subject to the approval of the Bankruptcy Court, to
assume, assume and assign, or reject Executory Contracts and Unexpired Leases. In conjunction with
their overall asset rationalization efforts, the Debtors have engaged in a comprehensive evaluation
of their Executory Contracts and Unexpired Leases.
On July 16, 2009, the Debtors sought and received approval of streamlined procedures to reject
Executory Contracts and Unexpired Leases that were unnecessary or burdensome to their Estates
[Docket No. 596]. During the course of the Chapter 11 Cases, the Debtors and their Professionals
have evaluated Executory Contracts and Unexpired Leases in the context of the Debtors business
plan. For each of these Executory Contracts and Unexpired Leases, the Debtors determined, based on
the economics of the specific contract, whether the contract was a candidate for assumption,
rejection, or amendment and assumption.
As of the Petition Date, the Debtors were party to 13 Unexpired Leases of non-residential real
property. By order dated September 9, 2009 [Docket No. 944], the Bankruptcy Court extended the
time within which the Debtors have to assume or reject Unexpired Leases of non-residential real
property pursuant to section 365(d)(4) of the Bankruptcy Code through and including December 24,
2009.
H. |
|
Employee Incentive, Severance, and Retention Programs |
|
1. |
|
Visteon Incentive Program |
Prior to the Petition Date, the Debtors maintained, in the ordinary course of their business
the Incentive Program, which is comprised of an annual incentive program and a long term incentive
plan, under which the Debtors make awards based on annual performance metrics achieved over a three
year performance period (the Long Term Incentive Plan). On June 30, 2009, the Debtors
filed a motion requesting authority to honor certain components of the Incentive Program and also
implement an incentive plan designed to motivate certain key employees to achieve superlative
results during the Chapter 11 Cases [Docket No. 451]. Certain parties filed written objections to
the motion. In response, the Debtors adjourned the hearing on
42
the motion and after significant negotiations with the various constituencies in the Chapter 11 Cases, the Debtors proposed an
amended incentive program.
Under the amended incentive program, the Debtors sought to implement a key employee incentive
plan (the Key Employee Incentive Plan) for the Debtors board-elected officers, and honor
the Long Term Incentive Program with respect to non-Insider employees. On October 7, 2009, the
Bankruptcy Court approved the Long Term Incentive Plan, as proposed in the motion, but denied the
Key Employee Incentive Plan. The Bankruptcy Court authorized the Debtors to pay approximately $1.8 million for the achievement of the 2007 and 2008 metrics under the Long
Term Incentive Plan and up to approximately $1.5 million if the Debtors achieve a 21.9% reduction
in administrative and engineering costs and obtain $1 billion in new business wins and gross
re-wins in 2009.29 Achievement of these performance metrics has, or will, result in
significant operational cost savings and increased earningsboth of which are key to the Debtors
long-term vitality and ability to successfully emerge from chapter 11.
On February 2, 2010, the Debtors filed a motion to implement their ordinary course annual
incentive plan (the Annual Incentive Plan) [Docket No. 1805]. The Annual Incentive Plan
will provide incentive awards to over 1,300 employees, including the Debtors Insiders, in March of
2011 if a challenging adjusted EBITDA target of $450 million is achieved in 2010. The United
States Trustee, IUE-CWA, and UAW filed objections to the motion. On February 18, 2010, the
Bankruptcy Court approved the motion over the objections of those parties and held that the
Debtors Annual Incentive Plan is both ordinary course and primarily incentivizing [Docket No.
2349].
Pursuant to the Plan, the Reorganized Debtors intend to honor certain existing obligations
under the Incentive Program, as amended, which includes the Long Term Incentive Plan and Annual
Incentive Plan, as it applies to all participants, including Insiders, and the Key Employee
Incentive Plan. The Incentive Program and Key Employee Incentive Plan shall be deemed approved and
authorized without further action of the New Board. Also, on the Effective Date, Reorganized
Visteon shall adopt, approve, and authorize change in control agreements with respect to certain of
Reorganized Visteons officers, substantially in the form contained in the Plan Supplement, without
further action, order, or approval of the New Board.
|
2. |
|
Management Equity Incentive Program |
Certain of the Debtors management employees will be entitled to participate in the Management
Equity Incentive Program. The Management Equity Incentive Program shall have an aggregate share
reserve of up to 10% of New Visteon Common Stock issued in accordance with the Plan, on a fully
diluted basis. The Management Equity Incentive Program, as set forth in the Plan Supplement, shall
be deemed approved and authorized without further action by the New Board.
|
|
|
29 |
|
The $1.8 million payment relates to the achievement of:
(a) 6 targeted restructuring goals in 2007 and 7 targeted restructuring goals
in 2008; (b) incremental consolidated new business wins totaling $750 million
in 2007; and (c) improvement in total administrative staff and engineering
staff cost by 10.6% in 2008. |
43
|
3. |
|
Non-Insider Severance and Retention Programs |
Prior to the Petition Date, the Debtors provided certain of their employees severance benefits
under the Visteon Corporation Transition Program and the Visteon Executive Severance Plan. On July
28, 2009, the Bankruptcy Court authorized the Debtors (a) to provide severance benefits to
full-time, salaried, non-Insider employees severed postpetition and (b) implement a non-Insider
retention program (Non-Insider Retention Program) [Docket No. 691]. The Non-Insider
Retention Program, as approved, permits the Debtors to pay up to $3 million to certain critical
employees identified by the Debtors departmental managers for the significance of their contribution to the Debtors ongoing operations and reorganization and/or the
potential risk of such employees seeking alternative employment.
I. |
|
Analysis and Resolution of Claims |
The Debtors Schedules provide information pertaining to the Claims against the Estates. On
August 26, 2009, the Debtors filed their Schedules with the Bankruptcy Court. Interested parties
may review the Schedules at the office of the Clerk of the United States Bankruptcy Court for the
District of Delaware, 824 North Market Street, Wilmington, Delaware 19801 or online at
http://www.kccllc.net/visteon.
On September 11, 2009, the Bankruptcy Court entered an order (the Bar Date Order)
[Docket No. 970] requiring all Entities holding or wishing to assert a Claim that arose or is
deemed to have arisen prior to the Petition Date against any of the Debtors to submit a Proof of
Claim so as to be actually received by KCC, the Debtors Claims and Solicitation agent, before the
applicable Bar Date, and approving the form and manner of the Bar Date notice for all Debtors. The
Bar Date Order established: (a) October 15, 2009 at 5:00 p.m. prevailing Pacific Time as the
deadline for submitting Proofs of Claims for non-governmental Entities and requests for payment
under section 503(b)(9) of the Bankruptcy Code; (b) November 24, 2009 at 5:00 p.m. prevailing
Pacific Time as the deadline for submitting Proofs of Claim for governmental Entities, (c)
deadlines for filing Claims based on amendments or supplements to the Debtors Schedules, and (d)
deadlines for rejection damages Claims.
KCC had received approximately 3,900 Proofs of Claim in the approximate aggregate amount of
$7.9 billion (excluding Intercompany Claims). Based upon a general reconciliation of the Debtors
books and records, the Debtors believe that many of the filed Proofs of Claim are invalid,
untimely, duplicative, or overstated, and, have therefore calculated the recoveries under the Plan
with the assumption that such Claims will be expunged from the Claims Register.
|
2. |
|
Omnibus Claim Objections |
On February 18, 2010, the Bankruptcy Court approved the first and second omnibus claim
objections filed by the Debtors [Docket Nos. 2266, 2367]. Through the first omnibus objection, the
Debtors objected to Proofs of Claim totaling approximately $12.7 million that were exact duplicates
of other Proofs of Claim filed by the same claimant against the same Debtor entity on account of
the same liability and Proofs of Claim that were asserted based on ownership of an equity interest
in the Debtors. Through the second omnibus objection, the
44
Debtors objected to Proofs of Claim totaling approximately $14 million that had been amended by a later filed Proof of Claim.
On February 12, 2010, the Debtors filed their third and fourth omnibus claim objections
[Docket Nos. 2000, 2001]. Through the third omnibus objection, the Debtors objected to Proofs of
Claim totaling approximately $31.5 million that were: (a) exact duplicates of other Proofs of Claim
filed by the same claimant against the same Debtor entity on account of the same liability, (b)
amended by a later filed Proof of Claim, (c) asserted based on ownership of an equity interest in
the Debtors, or (d) filed without supporting documentation to substantiate the validity of such Claims. In the fourth omnibus objection the Debtors objected to Proofs of Claim totaling
approximately $50 million that are duplicative of other filed or deemed to be filed Proofs of
Claim. The hearing on the third and fourth omnibus objections is scheduled for March 16, 2010.
On March 12, 2010, the Debtors filed their fifth and sixth omnibus Claim objections [Docket
Nos. 2522, 2523]. Through the fifth omnibus objection, the Debtors objected to Proofs of Claim
totaling approximately $3.9 million that were: (a) exact duplicates of other Proofs of Claim filed
by the same claimant against the same Debtor entity on account of the same liability, (b) amended
by a later filed Proof of Claim, (c) asserted based on ownership of an equity interest in the
Debtors, (d) filed without supporting documentation to substantiate the validity of such Claims, or
(e) filed against a Debtor, which does not have any liability for such Claims. Through the sixth
omnibus Claim objection, the Debtors objected to Proofs of Claim totaling approximately $135.6
million that are either duplicative of other filed Proofs of Claim or that are not based on a
liability owed by any Debtor. The hearing on the fifth and sixth omnibus Claim objections is
scheduled for April 13, 2010.
|
3. |
|
De Minimis Settlement Procedures |
On July 17, 2009, the Bankruptcy Court approved the Debtors motion seeking approval of
certain procedures for settling de minimis Claims [Docket No. 601]. Under the de
minimis settlement procedures, the Debtors may settle Claims for $0.5 million or less without
further notice or order of the Bankruptcy Court, provided that the Debtors give the Creditors
Committee, and agent to the Term Loan Facility notice within seven Business Days of any Claim
settled by one or more of the Debtors. For Claims settled for $0.5 million to $1.5 million the
Debtors may settle the Claim only if ten days notice is given to the United States Trustee,
Creditors Committee, and agent to the Term Loan Facility and no objection is received from such
parties within those ten days. If no objection is received, the Bankruptcy Court must approve the
proposed settlement.
During the pendency of the Chapter 11 Cases, the Debtors have resolved numerous disputes with
Creditors through settlements. For instance, the Debtors have resolved each of the adversary
complaints filed by or against them through a settlement agreement and have also obtained
Bankruptcy Court approval to enter into various other settlements with Creditors during the Chapter
11 Cases. To date, three adversary complaints have been filed in the Chapter 11 Cases. The
Debtors have resolved each of these adversary complaints through a consensual settlement agreement.
First, on June, 29, 2009, Summit Polymers, Inc. filed an adversary
45
proceeding against Visteon Corporation seeking a declaratory judgment that it was entitled to cash-in-advance payment terms as
adequate assurance of the Debtors future performance.30 On September 2, 2009, Summit
Polymers, Inc. withdrew its adversary proceeding. Second, on June, 29, 2009, Visteon Corporation
filed an adversary case against Jabil Circuit, Inc. (Jabil) seeking the turnover of
certain specialized equipment and an injunction to compel Jabil to comply with the automatic
stay.31 On October 13, 2009, the Debtors adversary proceeding against Jabil was dismissed without prejudice following the Bankruptcy Courts approval of a modified supply
agreement between the Debtors and Jabil. Lastly, on June 19, 2009, Calsonic Kansei North America
(Calsonic) filed an adversary case against Visteon Corporation, VC Regional Assembly &
Manufacturing LLC, and GCM Visteon Automotive Systems seeking a declaratory judgment that it had a
right to setoff certain amounts owed to Visteon Corporation against amounts that VC Regional
Assembly & Manufacturing LLC and GCM Visteon Automotive Systems, LLC owed Calsonic.32 On
February 18, 2010, the Bankruptcy Court signed an order authorizing the Debtors to enter into a
settlement agreement with Calsonic and dismissing the adversary proceeding [Docket No. 2361]. The
settlement allowed Calsonic to execute certain setoffs and obligated the Debtors to pay Calsonics
503(b)(9) Claim in exchange for Calsonics agreement to assist the Debtors with the removal of
certain tooling equipment.
The Debtors have also sought and received Bankruptcy Court approval for entry into numerous
settlements pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure. For example, on
February 18, 2010, the Bankruptcy Court approved a settlement between the Debtors and the Charter
Township of Van Buren [Docket No. 2244]. Pursuant to this settlement, the Debtors will pay the
township $2.2 million in Cash and allow the township a General Unsecured Claim for approximately
$9.8 million. This settlement resolved a tax dispute based on the value of the Debtors
headquarters located in the township and prevented potentially protracted and costly litigation
with an uncertain outcome. The Debtors expect significant tax benefits going-forward as a result
of the settlement.
Also, on February 18, 2010, the Bankruptcy Court approved a settlement agreement between the
Debtors and International Business Machines Corporation (IBM) which provided for
beneficial amendments to a ten year outsourcing agreement with IBM under which Visteon outsources
most of its information technology needs on a global basis, including mainframe support services,
data centers, customer support centers, application development and maintenance, data network
management, desktop support, disaster recovery, and web hosting (IBM Outsourcing
Agreement) [Docket No. 2241]. Under the settlement agreement, the Debtors assumed the IBM
Outsourcing Agreement and agreed to the payment of cure amounts totaling approximately $11.0
million in connection therewith. The costs under the amended and assumed IBM Outsourcing Agreement
are expected to aggregate approximately $37 million during the remaining term of the agreement.
Expenses incurred under the IBM Outsourcing Agreement were approximately $80 million in 2009, $100
million in 2008, and $200 million in 2007. Thus, the settlement agreement significantly reduced
the costs of the agreement going-forward and enhanced the value of the Debtors Estates.
|
|
|
30 |
|
Summit Polymers, Inc. v. Visteon Corp., No.
09-51131 (Bankr. D. Del. June 29, 2009). |
|
31 |
|
Visteon Corp. v. Jabil Circuit, Inc.,. No.
09-51139 (Bankr. D. Del. June 29, 2009). |
|
32 |
|
Calsonic Kansei North America v. Visteon Corp.,
No. 09-51069 (Bankr. D. Del. June 19, 2009). |
46
On March 31, 2009, Visteon UK Limited (VUK), a company organized under the laws of
England and Wales and an indirect, wholly-owned non-Debtor subsidiary of Visteon Corporation, filed
for administration under the United Kingdom Insolvency Act of 1986 with the High Court of Justice,
Chancery division in London, England. The United Kingdom (UK) administration was
initiated in response to continuing operating losses of VUK, mounting labor costs, and the related
demand on Visteons cash flows. The effect of VUKs entry into administration was to place the management, affairs, business and property of VUK under the
direct control of the certain individuals from KPMG LLP (KPMG) as joint administrators of
VUK.
VUK is the employer in respect of the VUK Pension Plan. As a result of VUKs administration
and the VUK Pension Plans funding liabilities, it is likely that the VUK Pension Plan will enter
the Pension Protection Fund (a fund established pursuant to the UK Pensions Act 2004 to pay pension
benefits to members of defined benefit pension plans, or schemes, of employers in respect of
which a qualifying insolvency event has occurred, as such term is defined in the UK Pensions Act
2004 (the PPF). The VUK Pension Plan is currently in a PPF assessment period to
determine whether it is eligible to enter the PPF.
On October 15, 2009, the Visteon UK Pension Trustees Limited, in its capacity as trustee of
the VUK Pension Plan and on behalf of the beneficiaries of the VUK Pension Plan, and the Board of
the PPF, filed Proofs of Claim against each of the Debtors asserting contingent and unliquidated
Claims pursuant to the UK Pensions Act 2004 and the UK Pensions Act 1995 for liabilities related to
a funding deficiency of the VUK Pension Plan. The Proofs of Claim allege that the VUK Pension Plan
had a funding deficiency of approximately $555 million as of March 31, 2009.
On June 26, 2009, the UK Pensions Regulator advised KPMG, as administrators of VUK, that it
was investigating whether there were grounds for regulatory intervention under section 38 (with
respect to contribution notices33) and/or section 43 (with respect to financial support
directions) of the UK Pensions Act 2004 in relation to the VUK Pension Plan. That investigation is
ongoing.34 The UK Pensions Regulator has also requested certain information from several
Visteon entities, including certain Debtors, as part of this investigation. The Debtors have been
cooperating with the UK Pensions Regulator and have provided the UK Pensions Regulator with
responsive information. The Debtors do not believe that there are grounds which would justify the
exercise of the UK Pensions Regulators moral hazard powers with respect to the VUK Pension Plan.
The Debtors therefore dispute that any basis exists for the UK Pensions Regulator to seek
contribution or financial support from any of the affiliated Visteon Entities outside the UK with
respect to these Claims. As a result, the Debtors believe that the Claims asserted by the Visteon
UK Pension Trustees Limited against the Debtors will not ultimately be Allowed.
|
|
|
33 |
|
A contribution notice is a notice requiring a person
to pay into a pension plan an amount of up to the Section 75 Debt (defined
below) due. The UK Pensions Regulator has the power to issue such a notice,
under section 38 and 38A of the UK Pensions Act 2004, in certain defined
situations, although it each case it is subject to a reasonableness test taking
into account the factors set out in the statute. |
|
34 |
|
As described below, the UK Pensions Regulator has
certain statutory moral hazard powers to protect the benefits of members of
work based pension plans, including by requiring a company to make payments to,
or otherwise financially support, such plans. |
47
However, if such Claims are Allowed, the estimated recoveries to General Unsecured Creditors under the Plan would be
materially reduced. The Debtors reserve their rights with respect to all procedural and
substantive issues regarding the Proofs of Claim and with respect to the acts of the UK Pensions
Regulator, the Visteon UK Pension Trustees, and the PPF.
Another non-Debtor wholly-owned subsidiary of VIHI located in the UK, Visteon Engineering
Services Limited (VES) sponsors the VES Pension Plan, a defined benefit plan, on account
of which the plans trusteeVisteon Engineering Services Pension Trustees Limitedsubmitted Proofs of Claim against each of the Debtors asserting contingent and
unliquidated claims pursuant to the UK Pensions Act 2004 and the UK Pensions Act 1995 for
liabilities related to an alleged funding deficiency of the VES Pension Plan.35 As the
plan sponsor of the VES Pension Plan, VES is obligated to provide pension benefits that had
previously accrued to certain of its employees under the VUK Pension Plan. According to the
Proofs of Claim filed on account of the VES Pension Plan, the UK Pensions Regulator has advised the
trustee for the VES Pension Plan that it has begun investigating funding issues related to the VES
Pension Plan. The Proofs of Claim allege that the VES Pension Plan had a funding deficiency of
approximately $118.1 million as of March 31, 2009. The Debtors do not believe that there are
grounds which would justify the exercise of the UK Pensions Regulators moral hazard powers with
respect to the VES Pension Plan and the Debtors dispute that any basis exists for the UK Pensions
Regulator to seek a contribution or financial support from any of the affiliated Visteon Entities
outside the UK with respect to these Claims. The Debtors therefore believe that the Claims
asserted by the Visteon Engineering Services Pension Trustees Limited against the Debtors will not
ultimately be Allowed. However, if such Claims are Allowed, the estimated recoveries to holders of
General Unsecured Claims under the Plan would be materially reduced. The Debtors reserve their
rights with respect to all procedural and substantive issues regarding the Proofs of Claim and with
respect to the acts of the UK Pensions Regulator, the Visteon Engineering Services Pension Trustees
Limited, and the PPF.
The financial support direction provisions of the UK Pensions Act 2004 may require a target
company (for example, one of the Debtors) to arrange financial support for an underfunded UK
defined benefit pension plan. The UK Pensions Regulator may issue a financial support direction to
a target company if the following factors are met: (a) the target company is associated or
connected with the employer; (b) the employer is insufficiently resourced or a service company; and
(c) it is reasonable under the circumstances to issue a financial support direction. First, a
target company may be associated or connected with the employer. In sum, under UK law a company is
associated with another company if the same person has control of it, meaning: (i) that the
companys directors follow his directions or instructions; or (ii) he can exercise or control
one-third or more of the votes in any general meeting of that company or a controlling company.
Because VUK and VES are wholly owned companies of VIHI, they likely would be deemed to be
controlled by VIHI and Visteon Corporation. Second, an employer is considered to be insufficiently
resourced if the value of the employers resources is less than 50% of the amount due from an
employer to the pension plans under Section 75 of the U.K. Pensions Act 1995 (the Section 75
Debt) and an associated company (or more than one company) has resources that are greater than
the difference between
|
|
|
35 |
|
It should be noted that VES also maintains a defined
contribution plan to provide benefits to employees for future services.
Visteon Engineering Services Pension Trustees Limited has not made a Claim
under the defined contribution plan. |
48
the employer companys resources and 50% of the Section 75 Debt. The
Debtors continue to analyze whether VUK and VES were insufficiently resourced and reserve their
rights on this issue. An employer is considered to be a service company if it is a company
within the meaning of section 735(1) of the Companies Act 1985, it is a member of a group of
companies, and its turnover is solely or principally derived from amounts charged for the provision of
the services of its employees to other members of the group.36
With respect to the final prong, the Debtors do not believe the UK Pensions Regulator can
satisfy the reasonableness test for issuing a financial support direction. Factors that the UK
Pensions Regulator must consider in determining whether issuance of a financial support direction
is reasonable include: (a) the relationship between the target company and the employer; (b) the
value of any benefits received by the target company from the employer; (c) the target companys
connection or involvement with the relevant pension plan, if any; and (d) the financial
circumstances of the target company. The Debtors believe that each of these factors weigh against
the issuance of a financial support direction and thus, the UK Pensions Regulator does not have
legitimate grounds which would justify issuing a financial support direction.37
If the UK Pensions Regulator were to issue a financial support direction or contribution
notice against any of the Debtors with respect to the VUK Pension Plan and/or the VES Pension Plan,
the Debtors may be required to satisfy such Claims. The Claims asserted on account of the VUK
Pension Plan and VES Pension Plan are prepetition General Unsecured Claims that, if Allowed, would
substantially dilute Creditor recoveries. Further, if the Claims were Allowed against VIHI, they
may receive distributions ahead of all other General Unsecured Creditors and the holders of the
12.25% Senior Notes Claimsimilar to the priority of the PBGC in a U.S. pension termination
scenariowhich could preclude any recovery to any other Class of unsecured Claims.
|
6. |
|
Ford Investigation and the Creditors Committees 2004 Discovery
Motions |
The Debtors are in the process of analyzing the potential avoidance of prepetition transfers
under sections 362, 510, 542, 543, 547, and 548 of the Bankruptcy Code. During the Chapter 11
Cases, the Creditors Committee sought to prosecute certain Causes of Action against Ford as the
ABL Lender on behalf of the Debtors Estates, including seeking to avoid Fords Liens and security
interests in certain Estate property. See Motion of the Official Committee of Unsecured
Creditors Requesting Authorization to Prosecute Certain Claims on Behalf of the Debtors Estates
[Docket No. 988]. Thereafter, the Creditors Committee and Ford engaged in negotiations and the
parties agreed that all Liens and security interests of Ford in certain property, including certain
deposit accounts, motor vehicles, commercial tort claims and federally registered copyrights, were
avoided under section 544 of the Bankruptcy Code. See Stipulation on Motion of the Official
Committee of Unsecured Creditors Requesting
|
|
|
36 |
|
If the UK Pensions Regulator thinks it appropriate to
issue a financial support direction, it will issue a warning notice to all
those parties it feels may be directly affected by it. The warning notice will
subsequently be considered by the Determinations Panel, an independent panel of
the UK Pensions Regulator, that will determine whether a financial support
direction may be issued. If the Determinations Panel determines a financial
support direction may be issued, the target has a 28 day period to appeal to
the Pension Regulator Tribunal. |
|
37 |
|
If the UK Pensions Regulator issues a financial support
direction against one or more of the Visteon Entities and such financial
support direction is not complied with, pursuant to section 47 of the UK
Pensions Act 2004, the UK Pensions Regulator has the power, subject to a test
of reasonableness, to issue a contribution notice for the target entitys
failure to comply therewith. |
49
Authorization to Prosecute Certain Claims on Behalf of the Debtors Estates [Docket No. 1304].38 Pursuant to section 551 of the Bankruptcy Code,
this property is thus preserved for the benefit of the Debtors Estates. Both parties reserved their rights with respect to Fords
security interests in certain tax refunds received by the Debtors.
In December, the Creditors Committee filed several motions for leave to seek discovery
pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. In addition to seeking leave
to take discovery from the Debtors, the Creditors Committee also sought to take discovery from:
(a) Ford, the Debtors largest customer; (b) PricewaterhouseCoopers LLP, the Debtors auditor; (c)
Halla Korea, one of the Debtors key Affiliates; and (d) Hyundai, another of the Debtors largest
customers [Docket Nos. 1459, 1465, 1503, 1517, 1522]. The Debtors worked cooperatively with the
Creditors Committee to satisfy the document production requests without need for Bankruptcy Court
intervention.
Ultimately, in connection with alternative plan structure negotiations with the Creditors
Committee that began in December, the Debtors were able to reach an agreement with the Creditors
Committee to twice continue the hearing on the Creditors Committees 2004 motions to conduct
discovery of the Debtors and PricewaterhouseCoopers LLP to the omnibus hearing scheduled for
February 18, 2010 and March 16, 2010, respectively [Docket Nos. 1635, 1915]. The Creditors
Committee also agreed to withdraw its 2004 motions to conduct discovery of Hyundai and Halla Korea
without prejudice [Docket No. 1635].
In the Debtors judgment, protracted litigation against Ford, PricewaterhouseCoopers LLP,
Halla Korea, or Hyundai could delay or prevent the Debtors emergence from bankruptcy and could put
the Debtors business plan at risk. The Plan includes a condition precedent for a resolution of
matters relating to Ford. In the event of such resolution, the Debtors would anticipate providing
Ford a release of liability pursuant to the Plan consistent with Federal Rule of Bankruptcy
Procedure 9019.
|
7. |
|
Maintaining Exclusive Right to File a Plan of Reorganization |
Section 1121(b) of the Bankruptcy Code establishes an initial period of 120 days after the
Bankruptcy Court enters an order for relief under chapter 11 of the Bankruptcy Code during which
only the debtor may file a plan. Without further order of the Bankruptcy Court, the Debtors
initial exclusivity period to file a plan would have expired on September 25, 2009. By order dated
October 8, 2009, the Bankruptcy Court extended the Debtors exclusivity periods through and
including December 10, 2009 (to file a plan) and through and including February 10, 2010 (to
solicit acceptances) [Docket No. 1109]. The order authorizing these extensions reserved the
Debtors right to seek additional extensions of these exclusivity periods.
The Debtors filed a motion on December 9, 2009 requesting an additional extension of their
exclusive right to file a plan of reorganization through and including February 18, 2010 [Docket
No. 1431]. The scheduled hearing on this motion was set for January 21, 2010. On January 15,
2010, the Bankruptcy Court approved the Stipulation Resolving the Debtors Motion
|
|
|
38 |
|
Avoidance of the ABL Lenders Liens and security
interests in the deposit accounts are subject to the ABL Lenders right to
prove that it had a perfected security interests in such accounts as of the
Petition Date. |
50
to Extend the Debtors Exclusive Periods to File a Chapter 11 Plan and to Solicit Votes Thereon [Docket No.
1634]. The stipulation between the Debtors and the Creditors Committee extended the Debtors
exclusive periods to file a plan of reorganization through and including February 18, 2010, and
correspondingly, to solicit votes for the plan through and including April 22, 2010, and required
the Debtors to file a motion seeking a further extension of exclusivity by February 4, 2010. On February 8, 2010, the Bankruptcy Court approved another stipulation between the
Debtors and Creditors Committee extending the exclusive period for the Debtors to file a plan of
reorganization to March 16, 2010 [Docket No. 1915]. On February 17, 2010, the Debtors filed their
second motion to extend their exclusive periods to file and solicit votes for their plan of
reorganization to April 30, 2010 and July 30, 2010, respectively [Docket No. 2133]. The motion
will be heard at the omnibus hearing scheduled for March 16, 2010.
J. |
|
Negotiations Relating to the Development of the Plan |
|
1. |
|
The December 17, 2009 Plan of Reorganization |
On December 17, 2009, the Debtors filed the Joint Plan of Reorganization of Visteon
Corporation and Its Debtor Affiliates Pursuant to Chapter 11 of the United States Bankruptcy Code
[Docket No. 1475]. Based on the valuation of the Debtors Estates as of December 17, 2009 and the
Term Loan Lenders secured position in the Debtors capital and corporate structure, the plan
contemplated that the Term Loan Lenders would receive a 100% recovery on their Claims, which would
equate to an approximate 96.2% implied equity ownership interest in Reorganized Visteon and that
the PBGC would receive a 12% recovery on its Claims, which would equate to an approximate 3.8%
implied equity ownership interest in Reorganized Visteon. The plan was predicated on the
termination of certain of the Debtors Pension Plans in order to ensure the Term Loan Lenders would
consent to equitization of their Secured Claims. As explained herein, a substantial portion of the
Debtors enterprise value is attributable to their interests in certain non-Debtor foreign
Affiliates, which flows upstream through the Foreign Stock Holding Companies, against which the
Term Loan Lenders hold the only Secured Claims. The only other potential Claims against the
Foreign Stock Holding Companies would have been the unsecured Claims the PBGC would hold upon
termination of the Pension Plans as a result of section 4062(a) of ERISA. Thus, after satisfaction
of the Term Loan Facility Claims from the assets of the Foreign Stock Holding Companies, the PBGC
would have been entitled to receive any further distributions from the Foreign Stock Holding
Companies assets, including from the Foreign Stock Holding Companies unencumbered equity
interests in their foreign subsidiaries. The remaining assets of the Foreign Stock Holding
Companies would not have fully satisfied the PBGCs Claims upon termination of the Pension Plans.
Accordingly, the December 17, 2009 plan of reorganization provided for no recovery for holders of
General Unsecured Claims.
At the time of the December plan filing, the Debtors noted that they would be receptive to
alternatives that would not result in Pension Plan termination to the extent those alternatives
would not render the Plan unconfirmable due to feasibility issues, lack of necessary creditor
consent, or other factors. Given their debt capacity limitations, the Debtors made clear that
absent a substantial junior capital infusion, a plan could not be confirmed without the consent of
the Term Loan Lenders whose Claims would be need to be equitized under the circumstances present at
that time. As of December 17, 2009, no party had presented the Debtors with any letters of intent,
commitment letters, term sheets, or illustrative proposals for a potential new
51
junior capital infusion. And no junior Creditor constituent had agreed to become restricted by signing a
non-disclosure agreement or conducted any due diligence other than through the advisors to the
Creditors Committee and the advisors to an ad hoc group of bondholders that formed in the autumn
of 2009.
|
2. |
|
Post-December 17 Plan Proposals |
Since the filing of the December 17, 2009 plan, certain bondholders and their advisors
approached the Debtors regarding potential alternative plan proposals that would be more inclusive
of unsecured Creditors. In particular, the prospect of no recovery for bondholders, the
freshening of the capital markets, the Debtors operational success (notwithstanding the pendency
of these chapter 11 cases), and signs of a potential rebound in the automotive sector precipitated
major institutions, who hold substantial amounts of the Debtors 7.00% Senior Notes, 8.25% Senior
Notes, and 12.25% Senior Notes to reach out to the Debtors and the Creditors Committee regarding
the possibility of entering into a backstopped rights offering to raise junior capital. On January
15, 2010, the Debtors, Ford, as ABL Lender, the Term Loan Lenders, and Creditors Committee reached
a stand still agreement to allow each of the parties the opportunity to explore whether
alternative plan structures may be viable. On January 19, 2010, one of the Debtors bondholders
sent the Debtors a proposed plan and rights offering term sheet contemplating a fully backstopped
$900 million equity commitment. On January 26, 2010, the Debtors and that bondholder executed a
confidentiality agreement to allow the bondholder to begin to conduct diligence in connection with
its proposal.
On February 1, 2010, 30 of the Debtors bondholders (including the bondholder that submitted
the term sheets on January 19, 2010) putatively representing a majority in amount of all the 7.00%
Senior Notes Claim, 8.25% Senior Notes Claim, and 12.25% Senior Notes Claim submitted a plan term
sheet premised on a backstopped $950 million rights offering along with a signed, but highly
conditional, equity commitment letter. On or around February 8, 2010, the Debtors and certain of
the bondholders that had expressed a willingness to backstop a right offering (the Restricted
Backstop Parties) completed several weeks of negotiations and executed confidentiality
agreements to enable access to the comprehensive data room maintained by the Debtors. The Debtors
senior management team and its financial advisors have met with the Restricted Backstop Parties and
their advisors on several occasions to, among other things, provide them with a comprehensive
overview of the Debtors business plan and facilitate their diligence efforts. While the Debtors
have fully engaged the Restricted Backstop Parties diligence efforts for the last several weeks,
several issues remain with respect to the alternative plan proposal, including whether the funding
will actually materialize, whether the alternative plan would over-leverage the Debtors and result
in loss of customer business, whether reinstatement of any unpaid Term Loan Facility debt is
legally feasible, and the desirability of the proposed transaction in light of the related costs,
fees, and execution risks.
|
3. |
|
Development of the Proposed Plan |
In parallel with negotiations with the Creditors Committee and individual bondholders, the
Debtors have also been in active and near continuous discussions with the Term Loan Lenders
regarding modifications to the December 17, 2009 plan of reorganization, which would provide for
the maintenance of the Debtors Pension Plans and provide a recovery to the
52
Debtors bondholders and general unsecured Creditors. These negotiations led to the development and filing of the Plan.
As explained in greater detail in Article VII.D hereof, Rothschild, the Debtors investment banker,
has updated the Valuation Analysis put forth in the December 17, 2009 plan to take into account,
among other things, adjustment of the Debtors business plan based on 2009 results, projected sales
volumes and industry conditions going-forward, maintenance of the Debtors Pension Plans, and stabilization of the credit markets.
Taken together, these factors have led to an increase in the Distributable Equity Value of
Reorganized Visteon and allow for improved recoveries for all constituencies compared to those
recoveries proposed in the Debtors December 17, 2009 plan.
ARTICLE VI.
PLAN SUMMARY
A. |
|
Overview of Chapter 11 |
Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. Under
chapter 11, a debtor can reorganize its business for the benefit of itself, its creditors, and
interest holders. Chapter 11 also strives to promote equality of treatment for similarly situated
creditors and similarly situated interest holders with respect to the distribution of a debtors
assets.
The commencement of a chapter 11 case creates an estate that is comprised of all of the legal
and equitable interests of a debtor as of the filing date. The Bankruptcy Code provides that the
debtor may continue to operate its business and remain in possession of its property as a
debtor-in-possession.
The consummation of a plan of reorganization is the principal objective of a chapter 11 case.
A plan of reorganization sets forth the means for satisfying claims against, and interests in, a
debtor. Confirmation of a plan of reorganization makes the plan binding upon the debtor, any
issuer of securities under the plan, any person or entity acquiring property under the plan, and
any creditor of or equity holder in the debtor, whether or not such creditor or equity holder is
impaired under or has accepted the plan, or receives or retains any property under the plan.
Subject to certain limited exceptions, and except as otherwise provided in the plan or the
confirmation order itself, a confirmation order discharges the debtor from any debt that arose
prior to the date of confirmation of the Plan and substitutes for those debts the obligations
specified under the confirmed plan.
A chapter 11 plan may specify that the legal, contractual, and equitable rights of the holders
of claims or interests in certain classes are to remain unaltered by the reorganization effectuated
by the plan. Such classes are referred to as unimpaired and, because of such favorable
treatment, are presumed to accept the plan. Accordingly, a debtor need not solicit votes from the
holders of claims or equity interests in such unimpaired classes. A chapter 11 plan also may
specify that certain classes will not receive any distribution of property or retain any claim
against a debtor. Such classes are deemed to reject the plan and, therefore, need not be solicited
to vote to accept or reject the plan. Any classes that are receiving a distribution of property
under the plan but are not unimpaired will be solicited to vote to accept or reject the plan.
53
Section 1123 of the Bankruptcy Code provides that a plan of reorganization shall classify the
claims of a debtors creditors and equity interest holders. In compliance therewith, the Plan
divides Claims and Interests into various Classes and sets forth the treatment for each Class. The
Debtors believe that the Plan has classified all Claims and Interests in compliance with section
1122 of the Bankruptcy Code, but it is possible that a holder of a Claim or Interest may challenge
the classification of Claims and Interests and that the Bankruptcy Court may find that a different
classification is required for the Plan to be confirmed. In such event, the Debtors intend, to the
extent permitted by the Bankruptcy Court and the Plan, to make such modifications of the
classifications under the Plan to permit Confirmation and to use the Plan acceptances received in
this solicitation for the purpose of obtaining the approval of the reconstituted Class or Classes
of which the accepting holder is ultimately deemed to be a member. Any such reclassification could
adversely affect the Class in which such holder was initially a member, or any other Class under
the Plan, by changing the composition of such Class and the vote required of that Class for
approval of the Plan.
THE REMAINDER OF THIS SECTION PROVIDES A SUMMARY OF THE STRUCTURE AND MEANS FOR IMPLEMENTATION
OF THE PLAN AND THE CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PLAN, THE PLAN SUPPLEMENT, AND THE EXHIBITS AND
DEFINITIONS CONTAINED IN EACH DOCUMENT.
THE STATEMENTS CONTAINED IN THE DISCLOSURE STATEMENT INCLUDE SUMMARIES OF THE PROVISIONS
CONTAINED IN THE PLAN AND IN THE DOCUMENTS REFERRED TO IN THE PLAN. THE STATEMENTS CONTAINED IN
THE DISCLOSURE STATEMENT DO NOT PURPORT TO BE PRECISE OR COMPLETE STATEMENTS OF ALL THE TERMS AND
PROVISIONS OF THE PLAN OR DOCUMENTS REFERRED TO IN THE PLAN, AND REFERENCE IS MADE TO THE PLAN AND
TO SUCH DOCUMENTS FOR THE FULL AND COMPLETE STATEMENT OF SUCH TERMS AND PROVISIONS OF THE PLAN OR
DOCUMENTS REFERRED TO IN THE PLAN.
THE PLAN ITSELF AND THE DOCUMENTS IN THE PLAN CONTROL THE ACTUAL TREATMENT OF CLAIMS AND
INTERESTS UNDER THE PLAN AND WILL, UPON THE OCCURRENCE OF THE EFFECTIVE DATE, BE BINDING UPON,
AMONG OTHER ENTITIES, ALL HOLDERS OF CLAIMS AND INTERESTS, THE REORGANIZED DEBTORS, ALL ENTITIES
RECEIVING PROPERTY UNDER THE PLAN, AND OTHER PARTIES IN INTEREST. IN THE EVENT OF ANY CONFLICT
BETWEEN THE DISCLOSURE STATEMENT AND THE PLAN OR ANY OTHER OPERATIVE DOCUMENT, THE TERMS OF THE
PLAN AND SUCH OTHER OPERATIVE DOCUMENT SHALL CONTROL.
B. |
|
Overall Structure of the Plan |
The Plan provides for the discharge of Claims and Interests through the (1) issuance of New
Visteon Common Stock or (2) payment of Cash to Trade Claims. Under the Plan, Reorganized Visteon
shall issue New Visteon Common Stock to holders of Term Loan Facility
54
Claims, the 12.25% Senior Notes Claim, and General Unsecured Claims to provide these holders
with a recovery in the form of Reorganized Visteons Distributable Equity Value of $1.920 billion.
Based on the relative priorities of the Term Loan Facility Claims, 12.25% Senior Notes Claim, and
General Unsecured Claims, Reorganized Visteons Distributable Equity Value shall be distributed to
such Claims in the following respective percentages: 85.0% to the Term Loan Facility Claims; 6.0% -
6.4% to the 12.25% Senior Notes Claim; and 8.6% 9.0% to the General Unsecured Claims. The
holders of the Term Loan Facility Claims receive the highest percentage of Reorganized Visteons
Distributable Equity Value based on their collateral position. Holders of the 12.25% Senior Notes
Claim will receive a higher percentage of Distributable Equity Value than holders of other General
Unsecured Claims based on guarantees provided by Visteon Corporations wholly-owned domestic
operating subsidiaries under the 12.25% Senior Note Indenture against which holders of the General
Unsecured Claims do not have Claims. After the 12.25% Senior Notes Claim receive the value from
the wholly-owned domestic operating subsidiaries, the remaining Distributable Equity Value is then
shared Pro Rata between the holders of the General Unsecured Claims.
Holders of Trade Claims shall receive a Cash recovery from a pool of $23.9 million in Cash.
Administrative Claims, DIP Facility Claims, Priority Tax Claims, Professional Claims, and certain
other Secured Claims will be paid in full in Cash from Cash on hand and from the Debtors existing
assets. All Interests in Visteon Corporation will be extinguished. Intercompany Interests and
Intercompany Claims shall be reinstated in the Reorganized Debtors discretion.
C. |
|
Administrative and Priority Claims |
In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims,
Professional Claims, DIP Facility Claims, and Priority Tax Claims have not been classified and thus
are excluded from the Classes of Claims set forth in Article III of the Plan.
1. Administrative Claims
Unless otherwise agreed to by the holder of an Allowed Administrative Claim and the Debtors or
Reorganized Debtors, as applicable, each holder of an Allowed Administrative Claim (other than of a
Professional Claim), including any Allowed Administrative Claim of the Notes Trustee, will receive
in full and final satisfaction of its Administrative Claim an amount of Cash equal to the amount of
such Allowed Administrative Claim either: (a) on the Effective Date, as soon as practicable
thereafter, (b) if the Administrative Claim is not Allowed as of the Effective Date, no later than
30 days after the date on which an order Allowing such Administrative Claim becomes a Final Order,
or as soon as reasonably practicable thereafter, or (c) if the Allowed Administrative Claim is
based on liabilities incurred by the Debtors in the ordinary course of their business after the
Petition Date, pursuant to the terms and conditions of the particular transaction giving rise to
such Allowed Administrative Claims, without any further action by the holders of such Allowed
Administrative Claims. For the avoidance of doubt, all reasonable fees and expenses of the Notes
Trustee (and its counsel, agents, and advisors) that are provided for under the Notes Indentures
shall be paid in full in Cash without a reduction to the recoveries of applicable holders of
Allowed Professional Claims. For the avoidance of doubt, all reasonable fees and expenses of the
Notes Trustee (and its counsel, agents, and advisors) that are provided
55
for under the Notes Indentures shall be paid in full in Cash without a reduction to the
recoveries of applicable holders of Allowed Claims.
a. Final Fee Applications All final requests for payment of Claims of a Professional
shall be filed no later than 60 days after the Confirmation Date. After notice and a hearing in
accordance with the procedures established by the Bankruptcy Code and prior Bankruptcy Court
orders, the Allowed amounts of such Professional Claims shall be determined by the Bankruptcy
Court.
b. Professional Fee Escrow Account In accordance with Article II.B.3 of the Plan, on
the Confirmation Date, the Debtors shall establish and fund the Professional Fee Escrow Account
with Cash equal to the aggregate Professional Fee Reserve Amount for all Professionals. The
Professional Fee Escrow Account shall be maintained in trust for the Professionals. Such funds
shall not be considered property of the estates of the Debtors or Reorganized Debtors, as
applicable. The amount of Professional Claims owing to the Professionals shall be paid in Cash to
such Professionals by the Reorganized Debtors from the Professional Fee Escrow Account when such
Claims are Allowed by a Final Order. When all Professional Claims have been paid in full, amounts
remaining in the Professional Fee Escrow Account, if any, shall revert to the Reorganized Debtors.
c. Professional Fee Reserve Amount To receive payment for unbilled fees and expenses
incurred through the Confirmation Date, the Professionals shall estimate their Professional
Compensation prior to and as of the Confirmation Date and shall deliver such estimate to the
Debtors no later than 10 days prior to the Confirmation Date, provided, however, that such estimate
shall not be considered an admission with respect to the fees and expenses of such Professional.
If a Professional does not provide an estimate, the Reorganized Debtors may estimate the unbilled
fees and expenses of such Professional. The total amount so estimated as of the Confirmation Date
shall comprise the Professional Fee Reserve Amount.
d. Post-Confirmation Date Fees and Expenses
Except as otherwise specifically provided in the Plan, from and after the Confirmation Date,
the Debtors or Reorganized Debtors, as applicable, shall, in the ordinary course of business and
without any further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash
the reasonable legal, professional, or other fees and expenses related to implementation and
Consummation incurred by the Debtors or Reorganized Debtors, as applicable. Upon the Confirmation
Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the
Bankruptcy Code or the Interim Compensation Order in seeking retention or compensation for services
rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any
Professional in the ordinary course of business without any further notice to or action, order, or
approval of the Bankruptcy Court.
2. DIP Facility Claims
Except to the extent that a holder of an Allowed DIP Facility Claim agrees to a less favorable
treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange
for each and every Allowed DIP Facility Claim, each such Allowed Claim shall be
56
paid in full in Cash on the Effective Date, or as soon as practicable thereafter, provided
such payments shall be distributed to Wilmington Trust FSB as DIP Facility administrative agent, or
such predecessor or successor thereto, if any, on behalf of holders of such Allowed Claims.
3. Priority Tax Claims
Each holder of an Allowed Priority Tax Claim due and payable on or before the Effective Date
shall receive one of the following treatments on account of such Claim: (a) Cash in an amount
equal to the amount of such Allowed Priority Tax Claim, (b) Cash in an amount agreed to by the
Debtor or Reorganized Debtor, as applicable, and such holder, provided, however,
that such parties may further agree for the payment of such Allowed Priority Tax Claim to occur at
a later date, or (c) at the option of the Debtors, Cash in the aggregate amount of such Allowed
Priority Tax Claim payable in installment payments over a period not more than five years after the
Petition Date pursuant to section 1129(a)(9)(C) of the Bankruptcy Code. To the extent any Allowed
Priority Tax Claim is not due and owing on the Effective Date, such Claim shall be paid in full in
Cash in accordance with the terms of any agreement between the Debtors and the holder of such
Claim, or as may be due and payable under applicable non-bankruptcy law or in the ordinary course
of business.
D. Classification of Claims and Interests
This Plan constitutes a separate Plan proposed by each Debtor. Except for the Claims
addressed in Article II of the Plan, all Claims and Interests are classified in the Classes set
forth below pursuant to section 1122 of the Bankruptcy Code. In accordance with section 1123(a)(1)
of the Bankruptcy Code, the Debtors have not classified Administrative Claims, Professional Claims,
DIP Facility Claims, and Priority Tax Claims. A Claim or Interest is classified in a particular
Class only to the extent that the Claim or Interest qualifies within the description of that Class
and is classified in other Classes to the extent that any portion of the Claim or Interest
qualifies within the description of such other Classes. A Claim or Interest is also classified in
a particular Class for the purpose of receiving distributions pursuant to the Plan only to the
extent that such Claim or Interest is an Allowed Claim or Interest in that Class and has not been
paid, released, or otherwise satisfied prior to the Effective Date.
Below is a chart assigning each Class a letter for purposes of identifying each separate
Class.
|
|
|
|
|
|
|
Class |
|
Claim or Interest |
|
Status |
|
Voting Rights |
A
|
|
ABL Claims
|
|
Unimpaired
|
|
Presumed to Accept |
B
|
|
Secured Tax Claims
|
|
Unimpaired
|
|
Presumed to Accept |
C
|
|
Other Secured Claims
|
|
Unimpaired
|
|
Presumed to Accept |
D
|
|
Other Priority Claims
|
|
Unimpaired
|
|
Presumed to Accept |
E
|
|
Term Loan Facility Claim
|
|
Impaired
|
|
Entitled to Vote |
F
|
|
12.25% Senior Notes Claim
|
|
Impaired
|
|
Entitled to Vote |
G
|
|
General Unsecured Claims
|
|
Impaired
|
|
Entitled to Vote |
H
|
|
Trade Claims
|
|
Impaired
|
|
Entitled to Vote |
I
|
|
Intercompany Claims
|
|
Unimpaired
|
|
Presumed to Accept |
J
|
|
Interests in Visteon Corporation
|
|
Impaired
|
|
Deemed to Reject |
57
|
|
|
|
|
|
|
Class |
|
Claim or Interest |
|
Status |
|
Voting Rights |
K
|
|
Intercompany Interests
|
|
Unimpaired
|
|
Presumed to Accept |
L
|
|
Section 510(b) Claims
|
|
Impaired
|
|
Deemed to Reject |
E. Treatment of Classes of Claims and Interests
1. Class A ABL Claims
|
a. |
|
Classification: Class A consists of all ABL Claims. |
|
|
b. |
|
Treatment: Except to the extent that a holder of an Allowed
Class A Claim agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange for each
and every Allowed Class A Claim, each such holder of an Allowed Class A Claim
shall be paid in full in Cash on the Effective Date, or as soon as practicable
thereafter. |
|
|
c. |
|
Voting: Class A is Unimpaired, and holders of Allowed Class A
Claims are conclusively presumed to have accepted the Plan pursuant to section
1126(f) of the Bankruptcy Code. Therefore, holders of Allowed Class A Claims
are not entitled to vote to accept or reject the Plan. |
2. Class B Secured Tax Claims
|
a. |
|
Classification: Class B consists of all Secured Tax Claims. |
|
|
b. |
|
Treatment: Except to the extent that a holder of an Allowed
Class B Claim agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange for each
and every Allowed Class B Claim, each such holder of an Allowed Class B Claim
shall receive, at the sole option of the Debtors or the Reorganized Debtors, as
applicable: |
|
(i) |
|
Cash on the Effective Date, or as soon as
practicable thereafter, in an amount equal to such Allowed Class B
Claim; or |
|
|
(ii) |
|
commencing on the Effective Date and continuing
over a period not exceeding five years from the Petition Date, equal
semi-annual Cash payments in an aggregate amount equal to such Allowed
Class B Claim, together with interest at the applicable non-default
contract rate under non-bankruptcy law, subject to the sole option of
the Debtors or the Reorganized Debtors to prepay the entire amount of
such Allowed Claim; or |
|
|
(iii) |
|
regular Cash payments in a manner not less
favorable than the most favored non-priority unsecured Claim provided
for by the Plan. |
58
|
c. |
|
Voting: Class B is Unimpaired, and holders of Allowed Class B
Claims are conclusively presumed to have accepted the Plan pursuant to section
1126(f) of the Bankruptcy Code. Therefore, holders of Allowed Class B Claims
are not entitled to vote to accept or reject the Plan. |
3. Class C Other Secured Claims
|
a. |
|
Classification: Class C consists of all Other Secured Claims. |
|
|
b. |
|
Treatment: Except to the extent that a holder of an Allowed
Class C Claim agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange for each
and every Allowed Class C Claim, each such holder of an Allowed Class C Claim
shall, at the sole option of the Debtors or the Reorganized Debtors, as
applicable: |
|
(i) |
|
have its Allowed Class C Claim reinstated and
rendered Unimpaired in accordance with section 1124(2) of the
Bankruptcy Code, notwithstanding any contractual provision or
applicable non-bankruptcy law that entitles the holder of an Allowed
Class C Claim to demand or receive payment of such Allowed Class C
Claim prior to the stated maturity of such Allowed Class C Claim from
and after the occurrence of a default; or |
|
|
(ii) |
|
receive Cash in an amount equal to such Allowed
Class C Claim, including any interest on such Allowed Class C Claim
required to be paid pursuant to section 506(b) of the Bankruptcy Code,
on the later of the Effective Date and the date such Allowed Class C
Claim becomes an Allowed Class C Claim, or as soon as practicable
thereafter; or |
|
|
(iii) |
|
receive the collateral securing its Allowed
Class C Claim and any interest on such Allowed Class C Claim required
to be paid pursuant to section 506(b) of the Bankruptcy Code. |
|
c. |
|
Voting: Class C is Unimpaired, and holders of Allowed Class C
Claims are conclusively presumed to have accepted the Plan pursuant to section
1126(f) of the Bankruptcy Code. Therefore, holders of Allowed Class C Claims
are not entitled to vote to accept or reject the Plan. |
4. Class D Other Priority Claims
|
a. |
|
Classification: Class D consists of all Other Priority Claims. |
|
|
b. |
|
Treatment: Except to the extent that a holder of an Allowed
Class D Claim agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange for each
and every Allowed Class D Claim, each such holder of an Allowed Class D Claim |
59
|
|
|
shall be paid in full in Cash on the later of (i) the Effective Date, or as
soon as practicable thereafter and (ii) the date such Class D Claim becomes
Allowed, or as soon as practicable thereafter. |
|
c. |
|
Voting: Class D is Unimpaired, and holders of Allowed Class D
Claims are conclusively presumed to have accepted the Plan pursuant to section
1126(f) of the Bankruptcy Code. Therefore, holders of Allowed Class D Claims
are not entitled to vote to accept or reject the Plan. |
5. Class E Term Loan Facility Claim
|
a. |
|
Classification: Class E consists of the Term Loan Facility
Claim. |
|
|
b. |
|
Allowance: On the Effective Date, the Term Loan Facility Claim
shall be Allowed in the aggregate amount of $1.629 billion, measured as of June
29, 2010, plus, if applicable, any interest accrued on such Allowed Claim
between June 30, 2010 and the Effective Date. |
|
|
c. |
|
Treatment: Except to the extent that a holder of the Allowed
Class E Claim agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange for each
portion of the Allowed Class E Claim, each such holder of the Allowed Class E
Claim shall receive on the Effective Date, or as soon as practicable
thereafter, its Pro Rata portion of 85.0% of the Distributable Equity Value. |
|
|
|
|
For the avoidance of doubt, the consideration provided under Article III.B5C
of the Plan shall be the sole source of recovery for the Allowed Class E
Claims, and holders of the Class E Claims shall have no recourse against any
non-Debtor Affiliates, and shall have been deemed to waive any and all
claims against any non-Debtor Affiliates. |
|
|
d. |
|
Voting: Class E is Impaired and holders of Allowed Class E
Claims are entitled to vote to accept or reject the Plan. |
6. Class F 12.25% Senior Notes Claim
|
a. |
|
Classification: Class F consists of the 12.25% Senior Notes
Claim. |
|
|
b. |
|
Allowance: On the Effective Date, the 12.25% Senior Notes
Claim shall be Allowed in the aggregate amount of $216.65 million. |
|
|
c. |
|
Treatment: Except to the extent that a holder of the Allowed
Class F Claim agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange for each
and every portion of the Allowed Class F Claim, each such holder of the Allowed
Class F Claim shall receive on the Effective Date, or as soon as practicable
thereafter, its Pro Rata portion of approximately 6.0% of the Distributable
Equity Value. For the avoidance of doubt, the consideration provided |
60
|
|
|
under Article III.B.6.c of the Plan shall be the sole source of recovery
for the Allowed Class F Claim, and holders of the Class F Claim shall have
no recourse against any non-Debtor Affiliates and shall have been deemed to
waive any and all claims against any non-Debtor Affiliates. |
|
|
d. |
|
Voting: Class F is Impaired and holders of Allowed Class F
Claims are entitled to vote to accept or reject the Plan. |
7. Class G General Unsecured Claims
|
a. |
|
Classification: Class G consists of the General Unsecured
Claims. |
|
|
b. |
|
Allowance: On the Effective Date, the 7.00% Senior Notes
Claim, a component of the Class G Claims, shall be Allowed in the aggregate
amount of $457.54 million, and the 8.25% Senior Notes Claim, a component of the
Class G Claims, shall be Allowed in the aggregate amount of $211.48 million.
The Other General Unsecured Claims shall be Allowed in accordance with the
terms of the Plan. |
|
|
c. |
|
Treatment: Except to the extent that a holder of the Allowed
Class G Claim agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange for each
and every portion of the Allowed Class G Claim, each such holder of the Allowed
Class G Claim shall receive on the Effective Date, or as soon as practicable
thereafter, its Pro Rata portion of approximately 9.0% of the Distributable
Equity Value. |
|
|
d. |
|
Voting: Class G is Impaired and holders of Allowed Class G
Claims are entitled to vote to accept or reject the Plan. |
8. Class H Trade Claims
|
a. |
|
Classification: Class H consists of all Trade Claims. |
|
|
b. |
|
Treatment: Except to the extent that a holder of an Allowed
Class H Claim agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange for each
and every Allowed Class H Claim, each such holder of an Allowed Class H Claim
shall receive on the Effective Date, or as soon as practicable thereafter, its
Pro Rata share of $23.9 million. |
|
|
c. |
|
Voting: Class H is Impaired and holders of Allowed Class H
Claims are entitled to vote to accept or reject the Plan. |
9. Class I Intercompany Claims
|
a. |
|
Classification: Class I consists of all Intercompany Claims. |
61
|
b. |
|
Treatment: Holders of Allowed Class I Claims shall not receive
any distributions on account of such Allowed Class I Claims; provided,
however, the Debtors reserve the right to reinstate any or all Allowed
Class I Claims on or after the Effective Date. |
|
|
c. |
|
Voting: Class I is Unimpaired, and holders of Allowed Class I
Claims are conclusively presumed to have accepted the Plan pursuant to section
1126(f) of the Bankruptcy Code. Therefore, holders of Allowed Class I Claims
are not entitled to vote to accept or reject the Plan. |
10. Class J Interests in Visteon Corporation
|
a. |
|
Classification: Class J consists of all Interests in Visteon
Corporation. |
|
|
b. |
|
Treatment: On the Effective Date, Allowed Class J Interests
shall be deemed automatically cancelled without further action by the Debtors
or Reorganized Debtors and the obligations of the Debtors and Reorganized
Debtors thereunder shall be discharged. |
|
|
c. |
|
Voting: Class J is Impaired and holders of Allowed Class J
Interests are deemed to have rejected the Plan pursuant to section 1126(g) of
the Bankruptcy Code. Therefore, holders of Allowed Class J Interests are not
entitled to vote to accept or reject the Plan. |
11. Class K Intercompany Interests
|
a. |
|
Classification: Class K consists of all Intercompany
Interests. |
|
|
b. |
|
Treatment: Holders of Allowed Class K Interests shall not
receive any distributions on account of such Allowed Class K Interests;
provided, however, the Debtors reserve the right to reinstate
any or all Allowed Class K Interests on or after the Effective Date. |
|
|
c. |
|
Voting: Class K is Unimpaired, and holders of Allowed Class K
Interests are conclusively presumed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, holders of Allowed Class K
Interests are not entitled to vote to accept or reject the Plan. |
12. Class L Section 510(b) Claims
|
a. |
|
Classification: Class L consists of all Section 510(b) Claims. |
|
|
b. |
|
Treatment: Holders of Allowed Class L Claims shall not receive
any distributions on account of such Allowed Class L Claims. On the Effective
Date, all Class L Claims shall be discharged. |
|
|
c. |
|
Voting: Class L is Impaired and holders of Allowed Class L
Claims are deemed to have rejected the Plan pursuant to section 1126(g) of the |
62
|
|
|
Bankruptcy Code. Therefore, holders of Allowed Class L Claims are not
entitled to vote to accept or reject the Plan. |
F. Special Provision Governing Unimpaired Claims
Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors or
the Reorganized Debtors rights in respect of any Unimpaired Claim, including all rights in respect
of legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claim.
G. Provisions for Implementation of the Plan
1. General Settlement of Claims
Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration
for the classification, distributions, releases, and other benefits provided under the Plan, on the
Effective Date, the provisions of the Plan shall constitute a good-faith compromise and settlement
of all Claims and Interests and controversies resolved pursuant to the Plan.
2. New Visteon Common Stock
The issuance of the New Visteon Common Stock by Reorganized Visteon, including options for the
purchase thereof or other equity awards, if any, providing for the issuance of New Visteon Common
Stock, is authorized without the need for any further corporate action or without any further
action by the Debtors or Reorganized Visteon, as applicable. Pursuant to the Plan, the Reorganized
Visteon Charter shall authorize the issuance and distribution on or after the Effective Date of
shares of New Visteon Common Stock to the Distribution Agent for the benefit of holders of Allowed
Claims in each of Classes E, F, and G subject to dilution by the Management Equity Incentive
Program. The New Visteon Common Stock may be issued in one or more classes, each of which shall
have the same rights and privileges, and all of which shall vote as a single class. If a class of
New Visteon Common Stock is issued that is not registered under the Securities Exchange Act of
1934, 15 U.S.C. § 78a et seq., as may be amended from time to time, it shall be freely convertible
into the other class of New Visteon Common Stock, subject to compliance with applicable securities
laws.
All of the shares of New Visteon Common Stock issued pursuant to the Plan shall be duly
authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance
referred to in Article III.B of the Plan shall be governed by the terms and conditions set forth in
the Plan applicable to such distribution or issuance and by the terms and conditions of the
instruments evidencing or relating to such distribution or issuance, which terms and conditions
shall bind each Entity receiving all or any portion of such distribution or issuance.
Reorganized Visteon shall use its commercially reasonable efforts to obtain approval of the
New Visteon Common Stock for listing on the New York Stock Exchange as soon as reasonably
practicable.
63
3. Section 1145 Exemption
Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance, and distribution of
any Securities pursuant to the Plan and any and all settlement agreements incorporated therein will
be exempt from the registration requirements of section 5 of the Securities Act. In addition, under
section 1145 of the Bankruptcy Code, any Securities issued pursuant to the Plan and any and all
settlement agreements incorporated therein will be freely transferable under the Securities Act by
the recipients thereof, subject to (a) the provisions of section 1145(b)(1) of the Bankruptcy Code
relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and
compliance with any applicable state or foreign securities laws, if any, and the rules and
regulations of the United States Securities and Exchange Commission, if any, applicable at the time
of any future transfer of such Securities or instruments, (b) the restrictions, if any, on the
transferability of such Securities and instruments, and (c) any other applicable regulatory
approval.
Certain holders of New Visteon Common Stock pursuant to Article III.B may be entitled to
customary registration rights and shall be subject to customary transfer restrictions following a
public offering of the New Visteon Common Stock, in accordance with the terms and conditions of the
Registration Rights Agreement
4. Subordination
The classification and treatment of all Claims and Interests under the Plan shall conform to
and with the respective contractual, legal, and equitable subordination rights of such Claims and
Interests, and any such rights shall be settled, compromised, and released pursuant to the Plan.
5. Vesting of Assets in the Reorganized Debtors
Except as otherwise provided in the Plan or any agreement, instrument, or other document
incorporated in the Plan, on the Effective Date, all property in each Estate, all Causes of Action,
and any property acquired by any of the Debtors pursuant to the Plan shall vest in each respective
Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances. On and
after the Effective Date, except as otherwise provided in the Plan, each Reorganized Debtor may
operate its business and may use, acquire, or dispose of property and compromise or settle any
Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and
free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.
6. Cancellation of Notes, Instruments, Certificates and Other Documents
On the Effective Date, except to the extent otherwise provided, all notes, instruments,
Certificates, and other documents evidencing Claims or Interests shall be cancelled and the
obligations of the Debtors or Reorganized Debtors and the non-Debtor Affiliates thereunder or in
any way related thereto shall be discharged, provided, however, that
notwithstanding Confirmation or occurrence of the Effective Date, any indenture or agreement that
governs the rights of the holder of a Claim shall continue in effect solely for purposes of (a)
allowing holders to receive distributions under the Plan, and (b) allowing and preserving the
rights of the ABL
64
Facility Administrative Agent, the DIP Facility Administrative Agent, the Term Loan Facility
Administrative Agent, and the Notes Trustee, as applicable, to make distributions on account of
Claims as provided in Article VII of the Plan.
7. Issuance of New Securities; Execution of Plan Documents
On the Effective Date or as soon as reasonably practicable thereafter, the Reorganized Debtors
shall issue all Securities, notes, instruments, Certificates, and other documents required to be
issued pursuant to the Plan.
8. Acquisition of Assets Held by Oasis Trust
On the Confirmation Date, Visteon Corporation shall exercise its option under that certain
Master Lease, dated October 31, 2002, as amended, to acquire from Oasis Trust all of its rights,
title, and interests in and to that property located at One Village Center Drive, Van Buren
Township, Wayne County, Michigan 48111, in accordance with the terms of such agreement and the
Plan, and free and clear of all Liens, Claims, charges, or other encumbrances and stamp tax,
transfer tax, and similar taxes pursuant to sections 1123(a)(5)(D), 1141(c), and 1146(a) of the
Bankruptcy Code.
9. Post-Confirmation Property Sales
To the extent the Debtors or Reorganized Debtors, as applicable, purchase or sell any property
prior to or including the date that is one year after the Confirmation Date, the Debtors or
Reorganized Debtors, as applicable, may elect to purchase or sell such property pursuant to
sections 363, 1123(a)(5)(D), 1141(c), and 1146(a) of the Bankruptcy Code.
10. Corporate Action
Each of the matters provided for by the Plan involving the corporate structure of the Debtors
or corporate or related actions to be taken by or required of the Reorganized Debtors shall,
whether taken prior to or as of the Effective Date, be authorized without the need for any further
corporate action or without any further action by the Debtors or the Reorganized Debtors, as
applicable. Such actions may include, without limitation (a) the adoption and filing of the
Reorganized Visteon Charter and Reorganized Visteon Bylaws, (b) the appointment of the New Board,
(c) the adoption and implementation of the Management Equity Incentive Plan, (d) the issuance and
distribution of the New Visteon Common Stock, and (e) consummation and implementation of the Exit
Financing Facility.
11. Certificate of Incorporation and Bylaws
The certificates of incorporation and bylaws (or other formation documents relating to limited
liability companies, limited partnerships, or other forms of Entity) of the Debtors (other than
Visteon Corporation) shall be amended in a form as may be required to be consistent with the
provisions of the Plan and the Bankruptcy Code. The certificate of incorporation and bylaws of
Visteon Corporation shall be amended as may be required to be consistent with the provisions of the
Plan and the Bankruptcy Code, and the form and substance of the Reorganized Visteon Charter and
Reorganized Visteon Bylaws shall be included in the Plan Supplement. The
65
certificate of incorporation of Reorganized Visteon shall be amended to, among other things,
(a) authorize the issuance of the shares of New Visteon Common Stock; and (b) pursuant to and only
to the extent required by section 1123(a)(6) of the Bankruptcy Code, include a provision
prohibiting the issuance of non-voting Equity Securities. After the Effective Date, each
Reorganized Debtor may amend and restate its certificate of incorporation and other constituent
documents as permitted by the laws of its respective states, provinces, or countries of formation
and its respective charters and bylaws.
12. Effectuating Documents, Further Transactions
On and after the Effective Date, the Reorganized Debtors, and the officers and members of the
boards of directors thereof, are authorized to and may issue, execute, deliver, file, or record
such contracts, Securities, instruments, releases, and other agreements or documents and take such
actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms
and conditions of the Plan and the Securities issued pursuant to the Plan in the name of and on
behalf of the Reorganized Debtors, without the need for any approvals, authorizations, or consents
except for those expressly required pursuant to the Plan.
13. Section 1146(a) Exemption
Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property pursuant to the
Plan shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or
similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, or other
similar tax or governmental assessment, and upon entry of the Confirmation Order, the appropriate
state or local governmental officials or agents shall forgo the collection of any such tax or
governmental assessment and accept for filing and recordation any of the foregoing instruments or
other documents without the payment of any such tax, recordation fee, or governmental assessment.
14. Directors and Officers of Reorganized Visteon
On the Effective Date, the term of the current members of the board of directors of Visteon
Corporation shall expire, and the New Board shall be appointed. Subject to the Reorganized Visteon
Bylaws relating to the filling of vacancies on the New Board, the members of the New Board as
constituted on the Effective Date will continue to serve at least until the first annual meeting of
stockholders after the Effective Date, which meeting shall not take place until at least 12 months
after the Effective Date. The existing officers of Visteon Corporation shall serve in their
current capacities in Reorganized Visteon. On and after the Effective Date, each director or
officer of Reorganized Visteon shall serve pursuant to the terms of the Reorganized Visteon
Charter, the Reorganized Visteon Bylaws, or other constituent documents, and applicable state
corporation law.
Reorganized Visteon shall be authorized to enter into those certain employment agreements
listed on the Employment Agreement Schedule without any further action, order, or approval of the
New Board or the Bankruptcy Court, as applicable.
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15. Directors and Officers of Reorganized Debtors Other Than Visteon
Corporation
Unless otherwise provided in the Debtors disclosure pursuant to section 1129(a)(5) of the
Bankruptcy Code, the officers and directors of each of the Debtors other than Visteon Corporation
shall continue to serve in their current capacities after the Effective Date. The classification
and composition of the boards of directors of the Reorganized Debtors other than Reorganized
Visteon shall be consistent with their respective new certificates of incorporation and bylaws.
Each such director or officer shall serve from and after the Effective Date pursuant to the terms
of such new certificate of incorporation, bylaws, other constituent documents, and applicable state
corporation law. In accordance with section 1129(a)(5) of the Bankruptcy Code, the identities and
affiliations of any Person proposed to serve as an officer or director of the Reorganized Debtors
other than Reorganized Visteon shall have been disclosed at or before the Confirmation Hearing.
16. Pension Plans
As of the Effective Date, the Reorganized Debtors shall continue the Pension Plans in
accordance with, and subject to, their terms, ERISA, and the Internal Revenue Code, and shall
preserve all of their rights thereunder.
17. Incentive Plans and Employee Benefits
Unless otherwise specified in Article IV.Q of the Plan, on and after the Effective Date,
subject to any Final Order, the Reorganized Debtors shall have the sole discretion to (a) amend,
adopt, assume, and/or honor, in the ordinary course of business or as otherwise provided for
herein, any contracts, agreements, policies, programs, and plans for, among other things,
compensation, pursuant to the terms thereof or hereof, including any incentive plan, as applicable,
including health care benefits, disability benefits, deferred compensation benefits, savings,
severance benefits, retirement benefits, welfare benefits, workers compensation insurance, and
accidental death and dismemberment insurance for the directors, officers, and employees of any of
the Debtors who served in such capacity from and after the Petition Date, and (b) honor, in the
ordinary course of business, Claims of employees employed as of the Effective Date for accrued
vacation time arising prior to the Petition Date.
On the Effective Date, the Management Equity Incentive Program, the Incentive Program, as
amended and described in the Plan Supplement, the Key Employee Incentive Plan, the Deferred
Compensation Plan for Non-Employee Directors, and the Severance Program shall be deemed adopted,
approved, and authorized without further action of the Reorganized Debtors or the New Board. Also,
on the Effective Date, Reorganized Visteon shall adopt, approve, and authorize change in control
agreements with respect to certain of Reorganized Visteons officers, substantially in the form
contained in the Plan Supplement, without further action, order, or approval of the New Board.
As of the Effective Date, Visteon Corporation shall reject the Pension Parity Plan, the
Executive Separation Allowance Plan, the Supplemental Executive Retirement Plan, and the Visteon
Corporation Deferred Compensation Plan. Without further action of the New Board, Reorganized
Visteon shall, on the Effective Date, establish a new supplemental executive
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retirement plan and a new pension parity plan, each of which shall be substantially in the
form contained in the Plan Supplement, and shall provide benefits to eligible active employees of
Reorganized Visteon under such plans that are at least equal to the benefits accrued by such active
employees under the Supplemental Executive Retirement Plan and the Pension Parity Plan as of one
Business Day prior to the date of any further amendment of such plan. As of the Effective Date,
such active employees shall be deemed to have waived any and all Claims arising under the
Supplemental Executive Retirement Plan and the Pension Parity Plan.
18. Intercompany Account Settlement
The Debtors and the Reorganized Debtors, and their respective Affiliates, will be entitled to
transfer funds between and among themselves as they determine to be necessary or appropriate to
enable the Reorganized Debtors to satisfy their obligations under the Plan. Except as set forth
herein, any changes in intercompany account balances resulting from such transfers will be
accounted for and settled in accordance with the Debtors historical intercompany account
settlement practices and will not violate the terms of the Plan.
19. Preservation of Rights of Action
Unless any Causes of Action against an Entity are expressly waived, relinquished, exculpated,
released, compromised, or settled in the Plan or a Bankruptcy Court Final Order, in accordance with
section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce all
rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before
or after the Petition Date, including any actions specifically enumerated in the Plan Supplement,
and the Reorganized Debtors rights to commence, prosecute, or settle such Causes of Action shall
be preserved notwithstanding the occurrence of the Effective Date. The Reorganized Debtors may
pursue such Causes of Action, as appropriate, in accordance with the best interests of the
Reorganized Debtors. No Entity may rely on the absence of a specific reference in the Plan, the
Plan Supplement, or the Disclosure Statement to any Cause of Action against them as any indication
that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action
against them. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute
any and all Causes of Action against any Entity, except as otherwise expressly provided in the
Plan. Unless any Causes of Action against an Entity are expressly waived, relinquished,
exculpated, released, compromised, or settled in the Plan or a Bankruptcy Court order, the
Reorganized Debtors expressly reserve all Causes of Action, for later adjudication, and, therefore
no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue
preclusion, claim preclusion, estoppel (judicial, equitable or otherwise), or laches, shall apply
to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation.
The Reorganized Debtors reserve and shall retain the foregoing Causes of Action
notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter 11
Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any
Causes of Action that a Debtor may hold against any Entity shall vest in the Reorganized Debtors.
The applicable Reorganized Debtor, through its authorized agents or representatives, shall retain
and may exclusively enforce any and all such Causes of Action. The Reorganized Debtors shall have
the exclusive right, authority, and discretion to determine and to initiate, file, prosecute,
enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any
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such Causes of Action and to decline to do any of the foregoing without the consent or
approval of any third party or any further notice to or action, order, or approval of the
Bankruptcy Court.
20. Restructuring Transactions
On or prior to the Effective Date, the Debtors or the Reorganized Debtors may enter into the
following transactions and take any actions as may be necessary or appropriate to effect a
corporate restructuring of their respective businesses or a corporate restructuring of the overall
corporate structure of the Reorganized Debtors, as and to the extent provided therein, with the
consent of the Requisite Holders. The Restructuring Transactions may include one or more
inter-company mergers, consolidations, amalgamations, arrangements, continuances, restructurings,
conversions, dissolutions, transfers, liquidations, or other corporate transactions as may be
determined by the Debtors or the Reorganized Debtors, as applicable, to be necessary or
appropriate. The actions to effect the Restructuring Transactions may include: (a) the execution
and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation,
restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale,
purchase, or liquidation containing terms that are consistent with the terms of the Plan and that
satisfy the requirements of applicable law and any other terms to which the relevant entities may
agree; (b) the execution and delivery of appropriate instruments of transfer, assignment,
assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms
consistent with the terms of the Plan and having other terms for which the applicable parties
agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation,
merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant
to applicable state or provincial law; and (d) all other actions that the applicable entities
determine to be necessary or appropriate, including making filings or recordings that may be
required by applicable law in connection with the Restructuring Transactions.
21. Post-Effective Date Financing
Unless otherwise refinanced in connection with the Exit Financing Facility, notwithstanding
any provision in the Plan to the contrary or section 1141(c) of the Bankruptcy Code, the U.S. Bank
L/C Facility Documents and the Currency Contracts, and all rights and obligations of, and Liens
held by, the parties thereunder in connection therewith, shall survive and remain in full force and
effect on and after the Effective Date in accordance with the terms of the U.S. Bank L/C Facility
Documents and Currency Contracts, respectively, and the Final Orders entered on November 12, 2009
in connection therewith [Docket Nos. 1296 and 1297]. On the Effective Date, any and all rights and
obligations of the Debtors under the U.S. Bank L/C Facility Documents and the Currency Contracts
shall vest in, or become the obligations of, the applicable Reorganized Debtors.
22. Corporate Existence
Except as otherwise provided in the Plan, each Debtor shall continue to exist after the
Effective Date as a separate corporate Entity, limited liability company, partnership, or other
form, as the case may be, with all the powers of a corporation, limited liability company,
partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction
in which each applicable Debtor is incorporated or formed and pursuant to the respective
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certificate of incorporation and bylaws (or other formation documents) in effect prior to the
Effective Date, except to the extent such certificate of incorporation and bylaws (or other
formation documents) are amended by the Plan or otherwise, and to the extent such documents are
amended, such documents are deemed to be amended pursuant to the Plan and without any further
notice to or action, order, or approval of the Bankruptcy Court or any other court of competent
jurisdiction (other than any requisite filings required under applicable state, provincial, or
federal law).
H. Treatment of Executory Contracts and Unexpired Leases
1. Rejection of Executory Contracts and Unexpired Leases
Except as otherwise provided herein, each Executory Contract and Unexpired Lease shall be
deemed automatically rejected pursuant to sections 365 and 1123 of the Bankruptcy Code as of the
Effective Date, unless any such Executory Contract or Unexpired Lease: (a) is listed on the
schedule of Assumed Executory Contracts and Unexpired Leases in the Plan Supplement; (b) has been
previously assumed by the Debtors by Final Order of the Bankruptcy Court or has been assumed by the
Debtors by order of the Bankruptcy Court as of the Effective Date, which order becomes a Final
Order after the Effective Date; (c) is the subject of a motion to assume or reject pending as of
the Effective Date; (d) is an Executory Contract related to any Intercompany Claim; or (e) is
otherwise assumed pursuant to the terms herein.
The Confirmation Order will constitute an order of the Bankruptcy Court approving such
rejections pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date.
Counterparties to Executory Contracts or Unexpired Leases that are deemed rejected as of the
Effective Date shall have the right to assert any Claim on account of the rejection of such
Executory Contracts or Unexpired Leases, including under section 502(g) of the Bankruptcy Code,
subject to compliance with the requirements herein.
Further, the Plan Supplement will contain a schedule of Rejected Executory Contracts and
Unexpired Leases; provided, however, that any Executory Contract and Unexpired
Lease not previously assumed, assumed and assigned, or rejected by an order of the Bankruptcy
Court, and not listed in the schedule of Rejected Executory Contracts and Unexpired Leases will
be rejected on the Effective Date, notwithstanding its exclusion from such schedule.
2. Assumption of Executory Contracts and Unexpired Leases
On the Effective Date, the Reorganized Debtors shall assume all of the Executory Contracts and
Unexpired Leases listed on the schedule of Assumed Executory Contracts and Unexpired leases in
the Plan Supplement. With respect to each such Executory Contract and Unexpired Lease listed on
the schedule of Assumed Executory Contracts and Unexpired Leases in the Plan Supplement, the
Debtors shall have designated a proposed Cure, and the assumption of such Executory Contracts and
Unexpired Leases may be conditioned upon the disposition of all issues with respect to such Cure.
The Confirmation Order shall constitute an order of the Bankruptcy Court approving any such
assumptions pursuant to sections 365(a) and 1123 of the Bankruptcy Code.
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3. Modifications, Amendments, Supplements, Restatements, or Other Agreements
Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is
assumed shall include all modifications, amendments, supplements, restatements, or other agreements
that in any manner affect such Executory Contract or Unexpired Lease, and all rights related
thereto, if any, including all easements, licenses, permits, rights, privileges, immunities,
options, rights of first refusal, and any other interests, unless any of the foregoing agreements
has been previously rejected or repudiated or is rejected or repudiated hereunder.
Modifications, amendments, supplements, and restatements to prepetition Executory Contracts
and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not
be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the
validity, priority, or amount of any Claims that may arise in connection therewith.
4. Proofs of Claim Based on Executory
Contracts or Unexpired Leases that Have Been Assumed
Any and all Proofs of Claim based upon Executory Contracts or Unexpired Leases that have been
assumed in the Chapter 11 Cases, including hereunder, except Proofs of Claim asserting Cure Claims,
pursuant to the order approving such assumption, including the Confirmation Order, shall be deemed
disallowed and expunged from the Claims Register as of the Effective Date without any further
notice to or action, order, or approval of the Bankruptcy Court.
5. Indemnification Obligations
Each Indemnification Obligation shall be assumed by the applicable Debtor effective as of the
Effective Date, pursuant to sections 365 and 1123 of the Bankruptcy Code, to the extent such
Indemnification Obligation is executory, unless such Indemnification Obligation previously was
rejected by the Debtors pursuant to a Bankruptcy Court order, or is the subject of a motion to
reject pending on the Effective Date. The Reorganized Debtors reserve the right to honor or
reaffirm Indemnification Obligations other than those terminated by a prior or subsequent order of
the Bankruptcy Court, whether or not executory, in which case such honoring or reaffirmation shall
be in complete satisfaction, discharge, and release of any Claim on account of such Indemnification
Obligation. Each Indemnification Obligation that is assumed, deemed assumed, honored, or
reaffirmed shall remain in full force and effect, shall not be modified, reduced, discharged,
impaired, or otherwise affected in any way, and shall survive Unimpaired and unaffected,
irrespective of when such obligation arose.
6. Insurance Policies
Each insurance policy shall be assumed by the applicable Debtor effective as of the Effective
Date, pursuant to sections 365 and 1123 of the Bankruptcy Code, to the extent such insurance policy
is executory, unless such insurance policy previously was rejected by the Debtors pursuant to a
Bankruptcy Court order, or is the subject of a motion to reject pending on the Effective Date, or
is included in the schedule of Rejected Executory Contracts and Unexpired Leases contained in the
Plan Supplement.
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7. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases
With respect to each of the Executory Contracts or Unexpired Leases listed on the schedule of
Assumed Executory Contracts and Unexpired Leases, the Debtors shall have designated a proposed
Cure, and the assumption of such Executory Contract or Unexpired Lease shall be conditioned upon
the disposition of all issues with respect to Cure. Such Cure shall be satisfied by the Debtors or
their assignee, if any, by payment of the Cure in Cash on the Effective Date or as soon as
reasonably practicable thereafter, or on such other terms as may be ordered by the Bankruptcy Court
or agreed upon by the parties to the applicable Executory Contract or Unexpired Lease without any
further notice to or action, order, or approval of the Bankruptcy Court. Any provisions or terms
of the Executory Contracts or Unexpired Leases to be assumed pursuant to the Plan that are, or may
be, alleged to be in default, shall be satisfied solely by Cure, or by an agreed-upon waiver of
Cure.
Prior to the Confirmation Hearing, the Debtors shall file with the Bankruptcy Court and serve
upon counterparties to such Executory Contracts and Unexpired Leases a notice of the proposed
assumption that will (1) list the applicable Cure, if any, (2) describe the procedures for filing
objections to the proposed assumption or Cure, and (3) explain the process by which related
disputes will be resolved by the Bankruptcy Court. Except with respect to Executory Contracts and
Unexpired Leases in which the Debtors and the applicable counterparties have stipulated in writing
to payment of Cure, all requests for payment of Cure that differ from the amounts proposed by the
Debtors must be filed with the Claims and Solicitation Agent on or before the Cure Bar Date. Any
request for payment of Cure that is not timely filed shall be disallowed automatically and forever
barred, estopped, and enjoined from assertion and shall not be enforceable against any Reorganized
Debtor, without the need for any objection by the Reorganized Debtors or any further notice to or
action, order, or approval of the Bankruptcy Court, and any Claim for Cure shall be deemed fully
satisfied, released, and discharged upon payment by the Debtors of the amounts listed on the
Debtors proposed Cure schedule, notwithstanding anything included in the Schedules or in any Proof
of Claim to the contrary; provided, however, that nothing shall prevent the
Reorganized Debtors from paying any Cure despite the failure of the relevant counterparty to file
such request for payment of such Cure. The Reorganized Debtors also may settle any Cure without
any further notice to or action, order, or approval of the Bankruptcy Court.
If the Debtors or Reorganized Debtors, as applicable, object to any Cure or any other matter
related to assumption, the Bankruptcy Court shall determine the Allowed amount of such Cure and any
related issues. If there is a dispute regarding such Cure, the ability of the Reorganized Debtors
or any assignee to provide adequate assurance of future performance within the meaning of section
365 of the Bankruptcy Code, or any other matter pertaining to assumption, then payment of Cure
shall occur as soon as reasonably practicable after entry of a Final Order resolving such dispute,
approving such assumption (and, if applicable, assignment), or as may be agreed upon by the Debtors
or Reorganized Debtors, as applicable, and the counterparty to the Executory Contract or Unexpired
Lease. Any counterparty to an Executory Contract and Unexpired Lease that fails to object timely
to the proposed assumption of any Executory Contract or Unexpired Lease and associated Cure will be
deemed to have consented to such assumption and Cure. The Debtors or Reorganized Debtors, as
applicable, reserve the right either to reject or nullify the assumption of any Executory Contract
or Unexpired Lease after a
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Final Order determining the Cure or any request for adequate assurance of future performance
required to assume such Executory Contract or Unexpired Lease is made.
Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise
shall result in the full release and satisfaction of any Cures, Claims or defaults, whether
monetary or nonmonetary, including defaults of provisions restricting the change in control or
ownership interest composition or other bankruptcy-related defaults, arising under any assumed
Executory Contract or Unexpired Lease at any time prior to the effective date of assumption.
8. Preexisting Obligations to the Debtors
Under Executory Contracts and Unexpired Leases
Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall
not constitute a termination of pre-existing obligations owed to the Debtors under such contracts
or leases. In particular, notwithstanding any nonbankruptcy law to the contrary, the Reorganized
Debtors expressly reserve and do not waive any right to receive, or any continuing obligation of a
counterparty to provide, warranties or continued maintenance obligations on goods previously
purchased by the contracting Debtors or Reorganized Debtors, as applicable, from counterparties to
rejected or repudiated Executory Contracts.
9. Claims Based on Rejection of Executory Contracts or Unexpired Leases
Unless otherwise provided by a Bankruptcy Court order, any Proofs of Claim asserting Claims
arising from the rejection of the Executory Contracts and Unexpired Leases pursuant to the Plan or
otherwise must be filed with the Claims and Solicitation Agent no later than 30 days after the
later of the Effective Date or the effective date of rejection. Any Proofs of Claim arising from
the rejection of the Executory Contracts or Unexpired Leases that are not timely filed shall be
disallowed automatically and forever barred, estopped, and enjoined from assertion and shall not be
enforceable against any Reorganized Debtor, without the need for any objection by the Reorganized
Debtors or any further notice to or action, order, or approval of the Bankruptcy Court, and any
Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed
fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof of
Claim to the contrary. All Allowed Claims arising from the rejection of the Executory Contracts
and Unexpired Leases shall be classified as Other General Unsecured Claims against the applicable
Debtor counterparty thereto.
10. Contracts, Intercompany Contracts, and
Leases Entered Into After the Petition Date
Contracts, Intercompany Contracts, and leases entered into after the Petition Date by any
Debtor, and any Executory Contracts and Unexpired Leases assumed by any Debtor, may be performed by
the applicable Reorganized Debtor in the ordinary course of business.
11. Reservation of Rights
Neither the exclusion nor inclusion of any contract or lease in the Plan Supplement, nor
anything contained in the Plan, shall constitute an admission by the Debtors that any such
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contract or lease is in fact an Executory Contract or Unexpired Lease or that any Reorganized
Debtor has any liability thereunder. If there is a dispute regarding whether a contract or lease
is or was executory or unexpired at the time of assumption or rejection, the Debtors or Reorganized
Debtors, as applicable, shall have 45 days following entry of a Final Order resolving such dispute
to alter their treatment of such contract or lease.
I. Procedures for Resolving Disputed Claims and Interests
1. Allowance of Claims and Interests
After the Effective Date, each Reorganized Debtor shall have and retain any and all rights and
defenses such Debtor had with respect to any Claim or Interest immediately prior to the Effective
Date, including the Causes of Action retained pursuant to Article IV.R of the Plan, except with
respect to any Claim deemed Allowed under the Plan. Except as expressly provided in the Plan or in
any order entered in the Chapter 11 Cases prior to the Effective Date (including the Confirmation
Order), no Claim shall become an Allowed Claim unless and until such Claim is deemed Allowed
pursuant to Article I.A.19 of the Plan or the Bankruptcy Code or the Bankruptcy Court has entered a
Final Order, including the Confirmation Order, in the Chapter 11 Cases allowing such Claim. All
settled claims approved prior to the Effective Date pursuant to a Final Order of the Bankruptcy
Court, pursuant to Bankruptcy Rule 9019 or otherwise shall be binding on all parties.
2. Claims and Interests Administration Responsibilities
Except as otherwise specifically provided in the Plan, after the Effective Date, the
Reorganized Debtors shall have the sole authority (1) to file, withdraw, or litigate to judgment,
objections to Claims or Interests, (2) to settle or compromise any Disputed Claim without any
further notice to or action, order, or approval by the Bankruptcy Court, and (3) to administer and
adjust the Claims Register to reflect any such settlements or compromises without any further
notice to or action, order, or approval by the Bankruptcy Court.
3. Estimation of Claims and Interests
Before or after the Effective Date, the Debtors or Reorganized Debtors, as applicable, may
(but are not required to) at any time request that the Bankruptcy Court estimate any Disputed Claim
or disputed Interest that is contingent or unliquidated pursuant to section 502(c) of the
Bankruptcy Code for any reason, regardless of whether any party previously has objected to such
Claim or Interest or whether the Bankruptcy Court has ruled on any such objection, and the
Bankruptcy Court shall retain jurisdiction to estimate any such Claim or Interest, including during
the litigation of any objection to any Claim or Interest or during the appeal relating to such
objection. In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim
or Interest, that estimated amount shall constitute a maximum limitation on such Claim or Interest
for all purposes under the Plan (including for purposes of distributions), and the relevant
Reorganized Debtor may elect to pursue any supplemental proceedings to object to any ultimate
distribution on such Claim or Interest.
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4. Expungement or Adjustment to Paid,
Satisfied, or Superseded Claims and Interests
Any Claim or Interest that has been paid, satisfied, or superseded, or any Claim or Interest
that has been amended or superseded, may be adjusted or expunged on the Claims Register by the
Reorganized Debtors without a claims objection having to be filed and without any further notice to
or action, order, or approval of the Bankruptcy Court.
5. No Interest
Unless otherwise specifically provided for in the Plan, required under applicable bankruptcy
law, or agreed to by the Debtors, the Confirmation Order, or a postpetition agreement in writing
between the Debtors and a holder of a Claim, postpetition interest shall not accrue or be paid on
Claims, and no holder of a Claim shall be entitled to interest accruing on or after the Petition
Date on any Claim or right. Additionally, and without limiting the foregoing, interest shall not
accrue or be paid on any Disputed Claim with respect to the period from the Effective Date to the
date a final distribution is made on account of such Disputed Claim, if and when such Disputed
Claim becomes an Allowed Claim.
6. Disallowance of Claims or Interests
EXCEPT AS OTHERWISE AGREED, ANY AND ALL PROOFS OF CLAIM FILED AFTER THE APPLICABLE DEADLINE
FOR FILING SUCH PROOFS OF CLAIM SHALL BE DEEMED DISALLOWED AND EXPUNGED AS OF THE EFFECTIVE DATE
WITHOUT ANY FURTHER NOTICE TO OR ACTION, ORDER, OR APPROVAL OF THE BANKRUPTCY COURT, AND HOLDERS OF
SUCH CLAIMS MAY NOT RECEIVE ANY DISTRIBUTIONS ON ACCOUNT OF SUCH CLAIMS, UNLESS SUCH LATE PROOF OF
CLAIM IS DEEMED TIMELY FILED BY A FINAL ORDER OF THE BANKRUPTCY COURT ON OR BEFORE THE LATER OF (1)
THE CONFIRMATION HEARING AND (2) 45 DAYS AFTER THE APPLICABLE DEADLINE FOR FILING SUCH PROOFS OF
CLAIM.
All Claims of any Entity from which property is sought by the Debtors under section 542, 543,
550, or 553 of the Bankruptcy Code or that the Debtors or the Reorganized Debtors allege is a
transferee of a transfer that is avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549,
or 724(a) of the Bankruptcy Code shall be disallowed if (a) the Entity, on the one hand, and the
Debtors or the Reorganized Debtors, on the other hand, agree or the Bankruptcy Court has determined
by Final Order that such Entity or transferee is liable to turn over any property or monies under
any of the aforementioned sections of the Bankruptcy Code and (b) such Entity or transferee has
failed to turn over such property by the date set forth in such agreement or Final Order.
7. Amendments to Claims
On or after the Effective Date, except as otherwise provided herein, a Claim may not be filed
or amended without the prior authorization of the Bankruptcy Court or the Reorganized Debtors, and,
to the extent such prior authorization is not received, any such new or amended
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Claim filed shall be deemed disallowed in full and expunged without any further notice to or
action, order, or approval of the Bankruptcy Court.
8. No Distributions Pending Allowance
If an objection to a Claim or portion thereof is filed prior to the Effective Date, no payment
or distribution provided under the Plan shall be made on account of such Claim or portion thereof,
as applicable, unless and until such Disputed Claim becomes an Allowed Claim.
9. Distributions After Allowance
To the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions, if
any, shall be made to the holder of such Allowed Claim in accordance with the provisions of the
Plan. As soon as practicable after the date that the order or judgment of the Bankruptcy Court
allowing any Disputed Claim becomes a Final Order, the Distribution Agent shall provide to the
holder of such Claim the distribution, if any, to which such holder is entitled under the Plan as
of the Effective Date, without any interest to be paid on account of such Claim unless required
under applicable bankruptcy law.
J. Provisions Governing Distributions
1. Distributions on Account of Claims Allowed as of the Effective Date
a. Delivery of Distributions in General
Except as otherwise provided in the Plan, a Final Order, or as otherwise agreed to by the
relevant parties on the Distribution Date, the Distribution Agent shall make initial distributions
under the Plan on account of Claims Allowed on or before the Effective Date, subject to the
Reorganized Debtors right to object to Claims; provided, however, that (a) Allowed Administrative
Claims with respect to liabilities incurred by the Debtors in the ordinary course of business
during the Chapter 11 Cases or assumed by the Debtors prior to the Effective Date shall be paid or
performed in the ordinary course of business in accordance with the terms and conditions of any
controlling agreements, course of dealing, course of business, or industry practice, and (b)
Allowed Priority Tax Claims and Allowed Secured Tax Claims shall be paid in full in Cash on the
Distribution Date or in installment payments over a period not more than five years after the
Petition Date pursuant to section 1129(a)(9)(C) of the Bankruptcy Code. To the extent any Allowed
Priority Tax Claim or Allowed Secured Tax Claim is not due and owing on the Effective Date, such
Claim shall be paid in full in Cash in accordance with the terms of any agreement between the
Debtors and the holder of such Claim, or as may be due and payable under applicable non-bankruptcy
law or in the ordinary course of business.
b. Delivery of Distributions on Account of DIP Facility Claims
The DIP Facility Administrative Agent shall be deemed to be the holder of all DIP Facility
Claims, as applicable, for purposes of distributions to be made hereunder, and the Distribution
Agent shall make all distributions on account of such DIP Facility Claims to or on behalf of the
DIP Facility Administrative Agent. The DIP Facility Administrative Agent shall hold or direct such
distributions for the benefit of the holders of Allowed DIP Facility Claims, as
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applicable. The DIP Facility Administrative Agent shall arrange to deliver such distributions
to or on behalf of such holders of Allowed DIP Facility Claims; provided, however, the DIP Facility
Administrative Agent shall retain all rights as administrative agent under the DIP Facility Credit
Agreement in connection with delivery of distributions to DIP Facility Lenders; and provided
further, however, that the Debtors obligations to make distributions in accordance with Article
II.C of the Plan shall be deemed satisfied upon delivery of distributions to the DIP Facility
Administrative Agent.
c. Delivery of Distributions on Account of ABL Claims
The ABL Facility Administrative Agent shall be deemed to be the holder of the ABL Claim, as
applicable, for purposes of distributions to be made hereunder, and the Distribution Agent shall
make all distributions on account of such Allowed ABL Claim to or on behalf of the ABL Facility
Administrative Agent. The ABL Facility Administrative Agent shall hold or direct such
distributions for the benefit of the holder of the Allowed ABL Claim, as applicable. The ABL
Facility Administrative Agent shall arrange to deliver such distributions to or on behalf of the
holder of the Allowed ABL Claim; provided, however, the ABL Facility Administrative Agent shall
retain all rights as administrative agent under the ABL Facility Credit Agreement in connection
with delivery of distributions to the ABL Lender; and provided further, however, that the Debtors
obligations to make distributions in accordance with Article III.B.1 of the Plan shall be deemed
satisfied upon delivery of distributions to the ABL Facility Administrative Agent.
d. Delivery of Distributions on Account of the Term Loan Facility Claim
The Term Loan Facility Administrative Agent shall be deemed to be the holder of the Term Loan
Facility Claim, as applicable, for purposes of distributions to be made hereunder, and the
Distribution Agent shall make all distributions on account of such Allowed Term Loan Facility Claim
to or on behalf of the Term Loan Facility Administrative Agent. The Term Loan Facility
Administrative Agent shall hold or direct such distributions for the benefit of the holders of the
Allowed Term Loan Facility Claim, as applicable. The Term Loan Facility Administrative Agent shall
arrange to deliver such distributions to or on behalf of the holders of the Allowed Term Loan
Facility Claim; provided, however, the Term Loan Facility Administrative Agent shall retain all
rights as administrative agent under the Term Loan Agreement in connection with delivery of
distributions to the Term Loan Lenders; and provided further, however, that the Debtors
obligations to make distributions in accordance with Article III.B.5 of the Plan shall be deemed
satisfied upon delivery of distributions to the Term Loan Facility Administrative Agent.
e. Delivery of Distributions on Account of the 7.00% Senior Notes Claim
The Notes Trustee shall be deemed to be the holder of the 7.00% Senior Notes Claim, as
applicable, for purposes of distributions to be made hereunder, and the Distribution Agent shall
make all distributions on account of such 7.00% Senior Notes Claim to or on behalf of the Notes
Trustee. The Notes Trustee shall hold or direct such distributions for the benefit of the holders
of the 7.00% Senior Notes Claim, as applicable. The Notes Trustee shall arrange to deliver such
distributions to or on behalf of the holders of the 7.00% Senior Notes Claim; provided, however,
the Notes Trustee shall retain all rights as indenture trustee under the Notes Indentures in
connection with delivery of distributions to the holders of the 7.00% Senior Notes; and provided
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further, however, that the Debtors obligations to make distributions in accordance with
Article III.B.7 of the Plan shall be deemed satisfied upon delivery of distributions to the Notes
Trustee.
f. Delivery of Distributions on Account of the 8.25% Senior Notes Claim
The Notes Trustee shall be deemed to be the holder of the 8.25% Senior Notes Claim, as
applicable, for purposes of distributions to be made hereunder, and the Distribution Agent shall
make all distributions on account of such 8.25% Senior Notes Claim to or on behalf of the Notes
Trustee. The Notes Trustee shall hold or direct such distributions for the benefit of the holders
of the 8.25% Senior Notes Claim, as applicable. The Notes Trustee shall arrange to deliver such
distributions to or on behalf of the holders of the 8.25% Senior Notes Claim; provided, however,
the Notes Trustee shall retain all rights as indenture trustee under the Notes Indentures in
connection with delivery of distributions to the holders of the 8.25% Senior Notes; and provided
further, however, that the Debtors obligations to make distributions in accordance with Article
III.B.7 of the Plan shall be deemed satisfied upon delivery of distributions to the Notes Trustee.
g. Delivery of Distributions on Account of the 12.25% Senior Notes Claim
The Notes Trustee shall be deemed to be the holder of the 12.25% Senior Notes Claim, as
applicable, for purposes of distributions to be made hereunder, and the Distribution Agent shall
make all distributions on account of such 12.25% Senior Notes Claim to or on behalf of the Notes
Trustee. The Notes Trustee shall hold or direct such distributions for the benefit of the holders
of the 12.25% Senior Notes Claim, as applicable. The Notes Trustee shall arrange to deliver such
distributions to or on behalf of the holders of the 12.25% Senior Notes Claim; provided, however,
the Notes Trustee shall retain all rights as indenture trustee under the Notes Indentures in
connection with delivery of distributions to the holders of the 12.25% Senior Notes; and provided
further, however, that the Debtors obligations to make distributions in accordance with Article
III.B.6 of the Plan shall be deemed satisfied upon delivery of distributions to the Notes Trustee.
h. Notes Trustee as Claim Holder
Consistent with Bankruptcy Rule 3003(c), the Reorganized Debtors shall recognize a Proof of
Claim filed by the Notes Trustee in respect of the 7.00% Senior Notes Claim, 8.25% Senior Notes
Claim, and 12.25% Senior Notes Claim. Accordingly, any Claim, proof of which is by the registered
or beneficial holder of a Claim, may be disallowed as duplicative of a Claim of the Notes Trustee,
without need for any further action or Bankruptcy Court order.
2. Distributions on Account of Claims Allowed After the Effective Date
a. Payments and Distributions on Disputed Claims
Except as otherwise provided in the Plan, a Final Order, or as agreed to by the relevant
parties, distributions under the Plan on account of Disputed Claims that become Allowed after the
Effective Date shall be made on the Periodic Distribution Date that is at least 30 days after the
Disputed Claim becomes an Allowed Claim; provided, however, that (a) Disputed Claims that are
Administrative Claims with respect to liabilities incurred by the Debtors in the ordinary course of
business during the Chapter 11 Cases or assumed by the Debtors on or before the
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Effective Date that become Allowed after the Effective Date shall be paid or performed in the
ordinary course of business in accordance with the terms and conditions of any controlling
agreements, course of dealing, course of business, or industry practice and (b) Disputed Claims
that are Priority Tax Claims or Secured Tax Claims that become Allowed Priority Tax Claims or
Allowed Secured Tax Claims after the Effective Date shall be paid in full in Cash on the Periodic
Distribution Date that is at least 30 days after the Disputed Claim becomes an Allowed Claim or
over a five-year period as provided in section 1129(a)(9)(C) of the Bankruptcy Code with annual
interest provided by applicable non-bankruptcy law.
b. Special Rules for Distributions to Holders of Disputed
Claims
Notwithstanding any provision otherwise in the Plan and except as otherwise agreed by the
relevant parties (a) no partial payments and no partial distributions shall be made with respect to
a Disputed Claim until all such disputes in connection with such Disputed Claim have been resolved
by settlement or Final Order and (b) any Entity that holds both an Allowed Claim and a Disputed
Claim shall not receive any distribution on the Allowed Claim unless and until all objections to
the Disputed Claim have been resolved by settlement or Final Order or the Claims have been Allowed
or expunged. In the event that there are Disputed Claims requiring adjudication and resolution,
the Reorganized Debtors shall establish appropriate reserves for potential payment of such Claims
as set forth in Article VII.B.3 of the Plan below. All distributions made pursuant to the Plan on
account of an Allowed Claim shall be made together with any dividends, payments, or other
distributions made on account of, as well as any obligations arising from, the distributed property
as if such Allowed Claim had been an Allowed Claim on the dates distributions were previously made
to holders of Allowed Claims included in the applicable Class; provided, however, that no interest
shall be paid on account to such Allowed Claims unless required under applicable bankruptcy law.
c. Disputed Claims Reserve
The Reorganized Debtors shall on or after the Effective Date maintain in reserve shares of New
Visteon Common Stock as the Disputed Claims Reserve to satisfy holders of Allowed General Unsecured
Claims pursuant to the terms of the Plan. The amount of New Visteon Common Stock withheld as a
part of the Disputed Claims Reserve for the benefit of a holder of a Disputed Claim shall be equal
to the lesser of: (a) the number of shares necessary to satisfy the distributions required to be
made pursuant to the Plan based on the asserted amount of the Disputed Claim or, if the Claim is
denominated as contingent or unliquidated as of the Distribution Record Date, the amount that the
Debtors elect to withhold on account of such Claim in the Disputed Claims Reserve; (b) the number
of shares necessary to satisfy the distributions required to be made pursuant to the Plan for such
Disputed Claim based on an amount as estimated by the Bankruptcy Court pursuant to section 502(c)
of the Bankruptcy Code for purposes of allowance; or (c) the number of shares necessary to satisfy
the distributions required to be made pursuant to the Plan based on an amount as may be agreed upon
by the holder of such Disputed Claim and the Reorganized Debtors. As Disputed Claims are Allowed,
the Distribution Agent shall distribute, in accordance with the terms of the Plan, New Visteon
Common Stock to holders of Allowed Claims, and the Disputed Claims Reserve shall be adjusted. The
Distribution Agent shall withhold in the Disputed Claims Reserve any dividends, payments, or other
distributions made on account of, as well as any obligations arising from, the
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New Visteon Common Stock initially withheld in the Disputed Claims Reserve, to the extent that
such New Visteon Common Stock continues to be withheld in the Disputed Claims Reserve at the time
such distributions are made or such obligations arise, and such dividends, payments, or other
distributions shall be held for the benefit of holders of Disputed Claims whose Claims, if Allowed,
are entitled to distributions under the Plan. The Reorganized Debtors may (but are not required
to) request estimation for any Disputed Claim that is contingent or unliquidated, as set forth in
Article VI.C of the Plan.
For purposes of any shareholder vote occurring after the Effective Date, the Distribution
Agent or Servicer, as applicable, shall be deemed to have voted any New Visteon Common Stock held
in the Disputed Claims Reserve in the same proportion as all outstanding shares properly cast in
such shareholder vote.
d. Tax Reporting Matters
Subject to definitive guidance from the Internal Revenue Service or an applicable court to the
contrary (including the receipt by the Reorganized Debtors of a private letter ruling or the
receipt of an adverse determination by the Internal Revenue Service upon audit, if not contested by
the Reorganized Debtors), the Reorganized Debtors shall treat the Disputed Claims Reserve as a
single trust, consisting of separate and independent shares to be established with respect to each
Disputed Claim, in accordance with the trust provisions of the Internal Revenue Code (title 26 of
the United States Code, 26 U.S.C. §§ 19833), and, to the extent permitted by law, shall report
consistently with the foregoing for federal, state, and local tax purposes. All holders of Claims
shall report, for federal, state, and local tax purposes, consistently with the foregoing.
3. Delivery of Distributions
a. Record Date for Distributions
On the Distribution Record Date, the Claims Register shall be closed and the Distribution
Agent shall be authorized and entitled to recognize only those record holders listed on the Claims
Register as of the close of business on the Distribution Record Date. Notwithstanding the
foregoing, if a Claim or Interest, other than one based on a publicly traded Certificate is
transferred less than 20 days before the Distribution Record Date, the Distribution Agent shall
make distributions to the transferee only to the extent practical and in any event only if the
relevant transfer form contains an unconditional and explicit certification and waiver of any
objection to the transfer by the transferor.
b. Distribution Process
The Distribution Agent shall make all distributions required under the Plan, except that
distributions to holders of Allowed Claims governed by a separate agreement and administered by a
Servicer shall be deposited with the appropriate Servicer, at which time such distributions shall
be deemed complete, and the Servicer shall deliver such distributions in accordance with the Plan
and the terms of the governing agreement. Except as otherwise provided in the Plan, and
notwithstanding any authority to the contrary, distributions to holders of Allowed Claims shall be
made to holders of record as of the Distribution Record Date by the Distribution Agent or a
Servicer, as appropriate: (a) to the signatory set forth on any of the Proofs of Claim filed by
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such holder or other representative identified therein (or at the last known addresses of such
holder if no Proof of Claim is filed or if the Debtors have been notified in writing of a change of
address); (b) at the addresses set forth in any written notices of address changes delivered to the
Distribution Agent after the date of any related Proof of Claim; (c) in accordance with Federal
Rule of Civil Procedure 4, as modified and made applicable by Bankruptcy Rule 7004 if no Proof of
Claim has been filed and the Distribution Agent has not received a written notice of a change of
address; (d) at the addresses reflected in the Schedules if no Proof of Claim has been filed and
the Distribution Agent has not received a written notice of a change of address; or (e) on any
counsel that has appeared in the Chapter 11 Cases on the holders behalf. The Debtors, the
Reorganized Debtors, and the Distribution Agent, as applicable, shall not incur any liability
whatsoever on account of any distributions under the Plan.
c. Accrual of Dividends and Other Rights
For purposes of determining the accrual of dividends or other rights after the Effective Date,
New Visteon Common Stock shall be deemed distributed as of the Effective Date regardless of the
date on which it is actually issued, dated, authenticated, or distributed; provided however, the
Reorganized Debtors shall not pay any such dividends or distribute such other rights, if any, until
after distributions of New Visteon Common Stock actually take place.
d. Compliance Matters
In connection with the Plan, to the extent applicable, the Reorganized Debtors and the
Distribution Agent shall comply with all tax withholding and reporting requirements imposed on them
by any Governmental Unit, and all distributions pursuant to the Plan shall be subject to such
withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary,
the Reorganized Debtors and the Distribution Agent shall be authorized to take all actions
necessary or appropriate to comply with such withholding and reporting requirements, including
liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to
pay applicable withholding taxes, withholding distributions pending receipt of information
necessary to facilitate such distributions, or establishing any other mechanisms they believe are
reasonable and appropriate. The Reorganized Debtors reserve the right to allocate all
distributions made under the Plan in compliance with all applicable wage garnishments, alimony,
child support, and other spousal awards, liens, and encumbrances.
e. Foreign Currency Exchange Rate
Except as otherwise provided in the Plan or a Bankruptcy Court order, as of the Effective
Date, any Claim asserted in currency other than U.S. dollars shall be automatically deemed
converted to the equivalent U.S. dollar value using the exchange rate as of Thursday, May 28, 2009
as quoted at 4:00 p.m. (EDT), mid-range spot rate of exchange for the applicable currency as
published in The Wall Street Journal, National Edition, on Friday, May 29, 2009.
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f. Fractional, De Minimis, Undeliverable, and Unclaimed
Distributions
(i) Fractional Distributions
Notwithstanding any other provision of the Plan to the contrary, payments of fractions of
shares of New Visteon Common Stock shall not be made and shall be deemed to be zero, and the
Distribution Agent shall not be required to make distributions or payments of fractions of dollars.
Whenever any payment of Cash of a fraction of a dollar pursuant to the Plan would otherwise be
required, the actual payment shall reflect a rounding of such fraction to the nearest whole dollar
(up or down), with half dollars or less being rounded down.
(ii) De Minimis Distributions
Neither the Distribution Agent nor any Servicer shall have any obligation to make a
distribution on account of an Allowed Claim from the Disputed Claims Reserve or otherwise if (i)
the aggregate amount of all distributions authorized to be made from such Disputed Claims Reserve
or otherwise on the Periodic Distribution Date in question is or has an economic value less than
$250,000, or (ii) the amount to be distributed to the specific holder of an Allowed Claim on the
particular Periodic Distribution Date does not constitute a final distribution to such holder.
(iii) Undeliverable Distributions
If any distribution to a holder of an Allowed Claim or Interest is returned to a Distribution
Agent as undeliverable, no further distributions shall be made to such holder unless and until such
Distribution Agent is notified in writing of such holders then-current address, at which time all
currently due missed distributions shall be made to such holder on the next Periodic Distribution
Date. Undeliverable distributions shall remain in the possession of the Reorganized Debtors until
such time as a distribution becomes deliverable, or such distribution reverts to the Reorganized
Debtors or is cancelled pursuant to Article VII.C.6.d of the Plan, and shall not be supplemented
with any interest, dividends, or other accruals of any kind.
(iv) Reversion
Any distribution under the Plan that is an Unclaimed Distribution for a period of six months
after distribution shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code
and such Unclaimed Distribution shall revest in the Reorganized Debtors and, to the extent such
Unclaimed Distribution is New Visteon Common Stock, shall be deemed cancelled. Upon such
revesting, the Claim of any holder or its successors with respect to such property shall be
cancelled, discharged, and forever barred notwithstanding any applicable federal or state escheat,
abandoned, or unclaimed property laws to the contrary. The provisions of the Plan regarding
undeliverable distributions and Unclaimed Distributions shall apply with equal force to
distributions that are issued by the Debtors, the Reorganized Debtors, or the Distribution Agent
made pursuant to any indenture or Certificate (but only with respect to the initial distribution by
the Servicer to holders that are entitled to be recognized under the relevant indenture or
Certificate and not with respect to Entities to whom those recognized holders distribute),
notwithstanding any provision in such indenture or Certificate to the contrary and
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notwithstanding any otherwise applicable federal or state escheat, abandoned, or unclaimed
property law.
g. Surrender of Cancelled Instruments or Securities
On the Effective Date or as soon as reasonably practicable thereafter, each holder of a
Certificate, except holders of Class I Claims, shall surrender such Certificate to the Distribution
Agent or a Servicer (to the extent the relevant Claim is governed by an agreement and administered
by a Servicer). Such Certificate shall be cancelled solely with respect to the Debtors, and such
cancellation shall not alter the obligations or rights of any non-Debtor third parties vis-à-vis
one another with respect to such Certificate. No distribution of property pursuant to the Plan
shall be made to or on behalf of any such holder unless and until such Certificate is received by
the Distribution Agent or the Servicer or the unavailability of such Certificate is reasonably
established to the satisfaction of the Distribution Agent or the Servicer pursuant to the
provisions of Article VII.C.8 of the Plan. Any holder who fails to surrender or cause to be
surrendered such Certificate or fails to execute and deliver an affidavit of loss and indemnity
acceptable to the Distribution Agent or the Servicer prior to the first anniversary of the
Effective Date, shall have its Claim discharged with no further action, be forever barred from
asserting any such Claim against the relevant Reorganized Debtor or its property, be deemed to have
forfeited all rights, and Claims with respect to such Certificate, and not participate in any
distribution under the Plan; furthermore, all property with respect to such forfeited
distributions, including any dividends or interest attributable thereto, shall revert to the
Reorganized Debtors, notwithstanding any federal or state escheat, abandoned, or unclaimed property
law to the contrary. Notwithstanding the foregoing paragraph, Article VII.C.7 of the Plan shall
not apply to any Claims reinstated pursuant to the terms of the Plan.
h. Lost, Stolen, Mutilated, or Destroyed Debt Securities
Any holder of Allowed Claims evidenced by a Certificate that has been lost, stolen, mutilated,
or destroyed shall, in lieu of surrendering such Certificate, deliver to the Distribution Agent or
Servicer, if applicable, an affidavit of loss acceptable to the Distribution Agent or Servicer
setting forth the unavailability of the Certificate, and such additional indemnity as may be
required reasonably by the Distribution Agent or Servicer to hold the Distribution Agent or
Servicer harmless from any damages, liabilities, or costs incurred in treating such holder as a
holder of an Allowed Claim or Interest. Upon compliance with this procedure by a holder of an
Allowed Claim evidenced by such a lost, stolen, mutilated, or destroyed Certificate, such holder
shall, for all purposes pursuant to the Plan, be deemed to have surrendered such Certificate.
4. Claims Paid or Payable by Third Parties
a. Claims Paid by Third Parties
The Claims and Solicitation Agent shall reduce in full a Claim, and such Claim shall be
disallowed without a Claims objection having to be filed and without any further notice to or
action, order, or approval of the Bankruptcy Court, to the extent that the holder of such Claim
receives payment in full on account of such Claim from a party that is not a Debtor or Reorganized
Debtor. To the extent a holder of a Claim receives a distribution on account of such
83
Claim and receives payment from a party that is not a Debtor or a Reorganized Debtor on
account of such Claim, such holder shall, within two weeks of receipt thereof, repay or return the
distribution to the applicable Reorganized Debtor, to the extent the holders total recovery on
account of such Claim from the third party and under the Plan exceeds the amount of such Claim as
of the date of any such distribution under the Plan.
b. Claims Payable by Insurance Carriers
No distributions under the Plan shall be made on account of an Allowed Claim that is payable
pursuant to one of the Debtors insurance policies until the holder of such Allowed Claim has
exhausted all remedies with respect to such insurance policy. To the extent that one or more of
the Debtors insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a
court of competent jurisdiction), then immediately upon such insurers agreement, such Claim may be
expunged to the extent of any agreed upon satisfaction on the Claims Register by the Claims and
Solicitation Agent without a Claims objection having to be filed and without any further notice to
or action, order, or approval of the Bankruptcy Court.
c. Applicability of Insurance Policies
Except as otherwise provided in the Plan, distributions to holders of Allowed Claims shall be
in accordance with the provisions of any applicable insurance policy. Nothing contained in the
Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity
may hold against any other Entity, including insurers under any policies of insurance, nor shall
anything contained herein constitute or be deemed a waiver by such insurers of any defenses,
including coverage defenses, held by such insurers.
5. Setoffs
Except as otherwise expressly provided for in the Plan or in an Accommodation Agreement, each
Reorganized Debtor pursuant to the Bankruptcy Code (including section 553 of the Bankruptcy Code),
applicable non-bankruptcy law, or as may be agreed to by the holder of a Claim, may set off against
any Allowed Claim and the distributions to be made pursuant to the Plan on account of such Allowed
Claim (before any distribution is made on account of such Allowed Claim), any Claims, rights, and
Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold
against the holder of such Allowed Claim, to the extent such Claims, rights, or Causes of Action
against such holder have not been otherwise compromised or settled on or prior to the Effective
Date (whether pursuant to the Plan or otherwise); provided, however, that neither
the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall
constitute a waiver or release by such Reorganized Debtor of any such Claims, rights, and Causes of
Action that such Reorganized Debtor may possess against such holder. In no event shall any holder
of Claims be entitled to set off any Claim against any Claim, right, or Cause of Action of the
Debtor or Reorganized Debtor, as applicable, unless such holder has filed a motion with the
Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation
Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder
asserts, has, or intends to preserve any right of setoff pursuant to section 553 or otherwise.
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6. Allocation Between Principal and Accrued Interest
Except as otherwise provided in the Plan, the aggregate consideration paid to holders with
respect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to the
principal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest,
if any, accrued through the Effective Date.
K. Effect of Confirmation of the Plan
1. Discharge of Claims and Termination of Interests
Except as otherwise provided and effective as of the Effective Date: (1) the rights afforded
in the Plan and the treatment of all Claims and Interests shall be in exchange for and in complete
satisfaction, discharge, and release of all Claims and Interests of any nature whatsoever,
including any interest accrued on such Claims from and after the Petition Date, against the Debtors
or any of their assets, property, or Estates; (2) the Plan shall bind all holders of Claims and
Interests, notwithstanding whether any such holders failed to vote to accept or reject the Plan or
voted to reject the Plan; (3) all Claims and Interests shall be satisfied, discharged, and released
in full, and the Debtors liability with respect thereto shall be extinguished completely,
including any liability of the kind specified under section 502(g) of the Bankruptcy Code; and (4)
all Entities shall be precluded from asserting against the Debtors, the Debtors Estates, the
Reorganized Debtors, their successors and assigns, and their assets and properties any other Claims
or Interests based upon any documents, instruments, or any act or omission, transaction, or other
activity of any kind or nature that occurred prior to the Effective Date.
2. Subordinated Claims
The allowance, classification, and treatment of all Allowed Claims and Interests and the
respective distributions and treatments under the Plan take into account and conform to the
relative priority and rights of the Claims and Interests in each Class in connection with any
contractual, legal, and equitable subordination rights relating thereto, whether arising under
general principles of equitable subordination, section 510 of the Bankruptcy Code, or otherwise.
Pursuant to section 510 of the Bankruptcy Code, the Reorganized Debtors reserve the right to
re-classify any Allowed Claim or Interest in accordance with any contractual, legal, or equitable
subordination relating thereto.
3. Compromise and Settlement of Claims and Controversies
Pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration
for the distributions and other benefits provided pursuant to the Plan or any distribution to be
made on account of an Allowed Claim or Interest, the provisions of the Plan shall constitute a good
faith compromise of all Claims, Interests, and controversies relating to the contractual, legal,
and subordination rights that a holder of a Claim or Interest may have with respect to any Allowed
Claim or Interest. The entry of the Confirmation Order shall constitute the Bankruptcy Courts
approval of the compromise or settlement of all such Claims, Interests, and controversies, as well
as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of
the Debtors, their Estates, and holders of Claims and Interests
85
and is fair, equitable, and reasonable. In accordance with the provisions of the Plan,
pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019(a), without any further
notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the
Reorganized Debtors may compromise and settle Claims against them and Causes of Action against
other Entities.
4. Releases by the Debtors
Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically
provided in the Plan, for good and valuable consideration, on and after the Effective Date, the
Released Parties are deemed released and discharged by the Debtors, the Reorganized Debtors, and
their Estates from any and all Claims, obligations, rights, suits, damages, Causes of Action,
remedies, and liabilities whatsoever, including any derivative Claims, asserted on behalf of the
Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law,
equity, or otherwise, that the Debtors, the Reorganized Debtors, their Estates, or Affiliates would
have been legally entitled to assert in their own right (whether individually or collectively) or
on behalf of the holder of any Claim or Interest or other Entity, based on or relating to, or in
any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the purchase,
sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized
Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest
that is treated in the Plan, the business or contractual arrangements between any Debtor and any
Released Party, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the
negotiation, formulation, or preparation of the Plan and Disclosure Statement, or related
agreements, instruments, or other documents, upon any other act or omission, transaction,
agreement, event, or other occurrence taking place on or before the Effective Date of the Plan,
other than Claims or liabilities arising out of or relating to any act or omission of a Released
Party that constitutes willful misconduct or gross negligence, or as otherwise provided in the
Plan.
5. Releases by Holders of Claims and Interests
As of the Effective Date, the Releasing Parties are deemed to have released and discharged the
Debtors, the Reorganized Debtors, their Estates, and the Released Parties from any and all Claims,
Interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities
whatsoever, including any derivative Claims, asserted on behalf of the Debtors, whether known or
unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise,
that such Entity would have been legally entitled to assert (whether individually or collectively),
based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the
Debtors restructuring, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or
sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the
transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the
business or contractual arrangements between any Debtor and any Released Party, the restructuring
of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or
preparation of the Plan, the Disclosure Statement, the Plan Supplement, or related agreements,
instruments, or other documents, upon any other act or omission, transaction,
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agreement, event, or other occurrence taking place on or before the Effective Date of the
Plan, other than Claims or liabilities arising out of or relating to any act or omission of a
Released Party that constitutes willful misconduct or gross negligence. Notwithstanding anything
to the contrary in the foregoing, the release set forth above does not release any post-Effective
Date obligations of any party under the Plan or any document, instrument, or agreement (including
those set forth in the plan supplement) executed to implement the Plan. For the avoidance of
doubt, nothing in this paragraph shall in any way affect the operation of Article VIII.A of the
Plan, pursuant to section 1141(d) of the Bankruptcy Code.
6. Exculpation
The Exculpated Parties shall neither have, nor incur any liability to any Entity for any
Exculpated Claim; provided, however, that the foregoing exculpation shall have no
effect on the liability of any Entity that results from any such act or omission that is determined
in a Final Order to have constituted gross negligence or willful misconduct.
The Exculpated Parties have, and upon Confirmation shall be deemed to have, participated in
good faith and in compliance with the applicable provisions of the Bankruptcy Code with regard to
the distributions of the New Visteon Common Stock pursuant to the Plan and, therefore, are not and
shall not be liable at any time for the violations of any applicable, law, rule, or regulation
governing the solicitation of acceptances or rejections of the Plan or such distributions made
pursuant to the Plan.
7. Injunction
From and after the Effective Date, all Entities are permanently enjoined from commencing or
continuing in any manner, any suit, action, or other proceeding, on account of or respecting any
Claim, demand, Lien, liability, obligation, debt, right, Cause of Action, Interest, or remedy
released or to be released pursuant to the Plan or the Confirmation Order.
8. Protection Against Discriminatory Treatment
Consistent with section 525 of the Bankruptcy Code and paragraph 2 of Article VI of the United
States Constitution, no Governmental Unit shall discriminate against the Reorganized Debtors or
deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar
grant to, condition such a grant to, discriminate with respect to such a grant against, the
Reorganized Debtors, or another Entity with whom such Reorganized Debtors have been associated,
solely because one of the Debtors has been a debtor under chapter 11, has been insolvent before the
commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before the Debtor is
granted or denied a discharge), or has not paid a debt that is dischargeable in the Chapter 11
Cases.
9. Indemnification
Except as otherwise provided in the Plan, all indemnification provisions currently in place
(whether in the by-laws, certificates of incorporation, articles of limited partnership, board
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resolutions, contracts, or otherwise) for the directors, officers, employees, attorneys, other
professionals, and agents of the Debtors that served in such capacity from and after the Petition
Date and such directors and officers respective affiliates, shall be reinstated (or assumed, as
the case may be), and shall survive effectiveness of the Plan.
10. Recoupment
In no event shall any holder of Claims or Interests be entitled to recoup any Claim or
Interest against any Claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as
applicable, unless such holder actually has performed such recoupment and provided notice thereof
in writing to the Debtors on or before the Confirmation Date, notwithstanding any indication in any
Proof of Claim or Interest or otherwise that such holder asserts, has, or intends to preserve any
right of recoupment.
11. Release of Liens
Except as otherwise provided in the Plan or in any contract, instrument, release, or other
agreement or document created pursuant to the Plan, on the Effective Date, all mortgages, deeds of
trust, Liens, pledges, or other security interests against any property of the Estates shall be
fully released, and discharged, and all of the right, title, and interest of any holder of such
mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the
Reorganized Debtor and its successors and assigns.
12. Reimbursement or Contribution
If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity
pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is
contingent as of the Effective Date, such Claim shall be forever disallowed notwithstanding section
502(j) of the Bankruptcy Code, unless prior to the Effective Date (1) such Claim has been
adjudicated as noncontingent or (2) the relevant holder of a Claim has filed a noncontingent Proof
of Claim on account of such Claim and a Final Order has been entered determining such Claim as no
longer contingent.
L. Conditions Precedent to Consummation of the Plan
1. Conditions Precedent to the Effective Date
It shall be a condition to the Effective Date that the following conditions shall have been
satisfied or waived pursuant to Article IX.B of the Plan hereof:
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the Confirmation Order shall have become a Final Order in form
and substance reasonably acceptable to the Debtors and the Requisite Holders; |
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all guaranties (including by non-Debtors) in connection with
obligations under the Term Loan Facility, and all other obligations being
discharged under the Plan, shall have been released or otherwise addressed in a
manner reasonably acceptable to the Debtors and the Requisite Holders, and all
Liens or pledges securing obligations under the Term Loan Facility
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(or any guarantee thereof) shall have been released or otherwise addressed
in a manner reasonably acceptable to the Debtors and Requisite Holders; |
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c. |
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all documents and agreements necessary to implement the Plan,
shall have (a) all conditions precedent to such documents and agreements
satisfied or waived pursuant to the terms of such documents or agreements, (b)
been tendered for delivery, and (c) been effected or executed; |
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d. |
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all matters relating to Ford Motor Company have been resolved
to the satisfaction of the Requisite Holders, provided, upon resolution of such
matters, Ford Motor Company shall be released from liability in connection
therewith pursuant to Bankruptcy Rule 9019; |
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e. |
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the Debtors shall have entered into the Exit Financing Facility
with an aggregate commitment and availability as of the Effective Date of no
more than $300.0 million, or such greater amount as determined by the Debtors
with the consent of the Requisite Holders, which shall be in form and
substance, and with a lender or lenders, acceptable to the Debtors and the
Requisite Holders; and |
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f. |
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all actions, documents, Certificates, and agreements necessary
to implement the Plan shall have been effected or executed and delivered to the
required parties and, to the extent required, filed with and approved by any
applicable Governmental Units in accordance with applicable laws. |
2. Waiver of Conditions Precedent
The Debtors may waive any of the conditions to the Effective Date set forth in this Article
with the consent of the Requisite Holders, excluding that condition set forth in Article IX.A.4 of
the Plan, at any time without any notice to other parties in interest and without any further
notice to or action, order, or approval of the Bankruptcy Court, and without any formal action
other than proceeding to confirm or consummate the Plan.
3. Effect of Non-Occurrence of Conditions to Consummation
If prior to Consummation, the Confirmation Order is vacated pursuant to a Final Order, then
except as provided in any order of the Bankruptcy Court vacating the Confirmation Order, the Plan
will be null and void in all respects, and nothing contained in the Plan or Disclosure Statement
shall (1) constitute a waiver or release of any Claims, Interests, or Causes of Action, (2)
prejudice in any manner the rights of any Debtor or any other Entity, or (3) constitute an
admission, acknowledgment, offer, or undertaking of any sort by any Debtor or any other Entity.
M. Retention of Jurisdiction
Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date,
the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, or
related to, the Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the
Bankruptcy Code, including jurisdiction to:
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allow, disallow, determine, liquidate, classify, estimate, or establish the
priority, secured or unsecured status, or amount of any Claim or Interest, including
the resolution of any request for payment of any Administrative Claim and the
resolution of any and all objections to the secured or unsecured status, priority,
amount, or allowance of Claims or Interests; |
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decide and resolve all matters related to the granting and denying, in whole or
in part, any applications for allowance of compensation or reimbursement of expenses to
Professionals authorized pursuant to the Bankruptcy Code or the Plan; |
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resolve any matters related to Executory Contracts or Unexpired Leases,
including: (a) the assumption, assumption and assignment, or rejection of any
Executory Contract or Unexpired Lease to which a Debtor is party or with respect to
which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any
Cure or Claims arising therefrom, including pursuant to section 365 of the Bankruptcy
Code; (b) any potential contractual obligation under any Executory Contract or
Unexpired Lease that is assumed; (c) the Reorganized Debtors amendment, modification,
or supplement, after the Effective Date, pursuant to Article VII of the Plan, of the
list of Executory Contracts and Unexpired Leases to be assumed or rejected or
otherwise; and (d) any dispute regarding whether a contract or lease is or was
executory or expired; |
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ensure that distributions to holders of Allowed Claims are accomplished
pursuant to the provisions of the Plan and adjudicate any and all disputes arising from
or relating to distributions under the Plan; |
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adjudicate, decide, or resolve any motions, adversary proceedings, contested or
litigated matters, and any other matters, and grant or deny any applications involving
a Debtor that may be pending on the Effective Date; |
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adjudicate, decide, or resolve any and all matters related to Causes of Action; |
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adjudicate, decide, or resolve any and all matters related to section 1141 of
the Bankruptcy Code; |
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enter and implement such orders as may be necessary or appropriate to execute,
implement, or consummate the provisions of the Plan and all contracts, instruments,
releases, indentures, and other agreements or documents created in connection with the
Plan or the Disclosure Statement; |
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enter and enforce any order for the sale of property pursuant to sections 363,
1123, or 1146(a) of the Bankruptcy Code; |
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grant any consensual request to extend the deadline for assuming or rejecting
Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code;
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resolve any cases, controversies, suits, disputes, or Causes of Action that may
arise in connection with the Consummation, interpretation, or enforcement of the Plan
or any Entitys obligations incurred in connection with the Plan; |
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enter and implement such orders as may be necessary or appropriate to execute,
implement, or consummate the provisions of all contracts, instruments, releases,
indentures, and other agreements or documents approved by Final Order in the Chapter 11
Cases; |
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issue injunctions, enter and implement other orders, or take such other actions
as may be necessary or appropriate to restrain interference by any Entity with
Consummation or enforcement of the Plan; |
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resolve any cases, controversies, suits, disputes, or Causes of Action with
respect to the releases, injunctions, and other provisions contained in Article VIII of
the Plan and enter such orders as may be necessary or appropriate to implement such
releases, injunctions, and other provisions; |
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resolve any cases, controversies, suits, disputes, or Causes of Action with
respect to the repayment or return of distributions and the recovery of additional
amounts owed by the holder of a Claim for amounts not timely repaid pursuant to Article
VII.D.1 of the Plan; |
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enter and implement such orders as are necessary or appropriate if the
Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated; |
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determine any other matters that may arise in connection with or relate to the
Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument,
release, indenture, or other agreement or document created in connection with the Plan
or the Disclosure Statement; |
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enter an order or Final Decree concluding or closing the Chapter 11 Cases; |
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consider any modifications of the Plan, to cure any defect or omission, or to
reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation
Order; |
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determine requests for the payment of Claims and Interests entitled to priority
pursuant to section 507 of the Bankruptcy Code; |
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hear and determine disputes arising in connection with the interpretation,
implementation, or enforcement of the Plan, or the Confirmation Order, including
disputes arising under agreements, documents, or instruments executed in connection
with the Plan; |
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hear and determine matters concerning state, local, and federal taxes in
accordance with sections 346, 505, and 1146 of the Bankruptcy Code;
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hear and determine all disputes involving the existence, nature, or scope of
the Debtors discharge, including any dispute relating to any liability arising out of
the termination of employment or the termination of any employee or retiree benefit
program, regardless of whether such termination occurred prior to or after the
Effective Date; |
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hear and determine matters related to the Accommodation Agreements and related
agreements; |
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enforce all orders previously entered by the Bankruptcy Court; and |
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hear any other matter not inconsistent with the Bankruptcy Code. |
N. Miscellaneous Provisions
1. No Stay of Confirmation Order
The Confirmation Order shall contain a waiver of any stay of enforcement otherwise applicable,
including pursuant to Bankruptcy Rules 3020(e) and 7062.
2. Modification of Plan
Effective as of the date hereof and subject to the limitations and rights contained in the
Plan (1) the Debtors reserve the right, in accordance with the Bankruptcy Code and the Bankruptcy
Rules, to amend or modify the Plan before the entry of the Confirmation Order with the consent of
the Requisite Holders, (2) after the entry of the Confirmation Order, the Debtors or the
Reorganized Debtors, as applicable, may, upon order of the Bankruptcy Court, amend or modify the
Plan with the consent of the Requisite Holders, in accordance with section 1127(b) of the
Bankruptcy Code or remedy any defect or omission or reconcile any inconsistency in the Plan in such
manner as may be necessary to carry out the purpose and intent of the Plan, and (3) the Debtors
reserve the right to modify the Plan to implement the sale of all or substantially all of the
assets of the Debtors pursuant to sections 363 and 1123(a)(5)(D) of the Bankruptcy Code.
3. Revocation or Withdrawal of Plan
The Debtors reserve the right to revoke or withdraw the Plan before the Confirmation Date and
to file subsequent chapter 11 plans. If the Debtors revoke or withdraw the Plan, or if
Confirmation or the Effective Date does not occur, then (a) the Plan will be null and void in all
respects, (b) any settlement or compromise embodied in the Plan, assumption or rejection of
Executory Contracts or Unexpired Leases effected by the Plan, and any document or agreement
executed pursuant hereto will be null and void in all respects, and (c) nothing contained in the
Plan shall (i) constitute a waiver or release of any Claims, Interests, or Causes of Action, (ii)
prejudice in any manner the rights of any Debtor or any other Entity, or (iii) constitute an
admission, acknowledgement, offer, or undertaking of any sort by any Debtor or any other Entity.
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4. Confirmation of the Plan
The Debtors request Confirmation of the Plan under section 1129(b) of the Bankruptcy Code with
respect to any Impaired Class that does not accept the Plan pursuant to section 1126 of the
Bankruptcy Code. The Debtors reserve the right to amend the Plan to the extent, if any, that
Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification.
5. Additional Documents
On or before the Effective Date, the Debtors may file with the Bankruptcy Court such
agreements and other documents as may be necessary or appropriate to effectuate and further
evidence the terms and conditions of the Plan. The Debtors or the Reorganized Debtors, as
applicable, and all holders of Claims receiving distributions pursuant to the Plan and all other
parties in interest shall, from time to time, prepare, execute, and deliver any agreements or
documents and take any other actions as may be necessary or advisable to effectuate the provisions
and intent of the Plan.
6. Payment of Statutory Fees
All fees payable pursuant to section 1930(a) of the Judicial Code, as determined by the
Bankruptcy Court at a hearing pursuant to section 1128 of the Bankruptcy Code, shall be paid for
each quarter (including any fraction thereof) until the Chapter 11 Cases are converted, dismissed,
or closed, whichever occurs first.
7. Dissolution of Creditors Committee
On the Confirmation Date, the Creditors Committee shall dissolve automatically, and its
members shall be released and discharged from all rights, duties, responsibilities, and liabilities
arising from, or related to, the Chapter 11 Cases; provided, however, that the
Creditors Committee shall be deemed to remain in existence solely with respect to applications
filed pursuant to sections 330 and 331 of the Bankruptcy Code.
8. Reservation of Rights
Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the
Bankruptcy Court shall enter the Confirmation Order. None of the filing of the Plan, any statement
or provision contained in the Plan, or the taking of any action by any Debtor with respect to the
Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an
admission or waiver of any rights of any Debtor with respect to the holders of Claims or Interests
prior to the Effective Date.
9. Successors and Assigns
The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be
binding on, and shall inure to the benefit of any heir, executor, administrator, successor or
assign, affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian,
if any, of each Entity.
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10. Service of Documents
After the Effective Date, any pleading, notice, or other document required by the Plan to be
served on or delivered to the Reorganized Debtors shall be served on:
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Debtors
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Counsel to Debtors |
Visteon Corporation
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Pachulski Stang Ziehl & Jones LLP |
One Village Center Drive
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919 North Market Street, 17th Floor |
Van Buren Township, MI 48111
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Wilmington, DE 19899-8705 |
Attn.: Michael K. Sharnas, Esq.
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Attn.: Laura Davis Jones, Esq. |
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James E. ONeill, Esq. |
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Mark M. Billion, Esq. |
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Kirkland & Ellis LLP |
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300 North LaSalle |
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Chicago, IL 60654 |
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Attn.: James H. M. Sprayregen, P.C. |
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James J. Mazza, Jr., Esq. |
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Sienna R. Singer, Esq. |
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601 Lexington Avenue |
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New York, NY 10022-4611 |
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Attn.: Marc Kieselstein, P.C. |
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Brian S. Lennon, Esq. |
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Counsel to the Creditors Committee |
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Brown Rudnick LLP
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Brown Rudnick LLP |
Seven Times Square
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City Place I |
New York, NY 10036
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Hartford, CT 06103 |
Attn: Robert J. Stark, Esq.
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Attn: Howard L. Siegel, Esq. |
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Brown Rudnick LLP
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Ashby & Geddes, P.A. |
One Financial Center
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500 Delaware Avenue, 8th Floor |
Boston, MA 02111
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Wilmington, DE 19801 |
Attn: Jeremy B. Coffey, Esq.
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Attn: William P. Bowden, Esq. |
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Gregory A. Taylor, Esq. |
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Counsel to the Term Loan Lenders
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Counsel to DIP Facility Lenders |
Bingham McCutchen LLP
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Bingham McCutchen LLP |
One Federal Street
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One Federal Street |
Boston, MA 02110-1726
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Boston, MA 02110-1726 |
Attn: Michael Reilly
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Attn: Michael Reilly |
Amy Kyle
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Amy Kyle |
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One State Street
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One State Street |
Hartford, CT 06103-3178
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Hartford, CT 06103-3178 |
Attn: Peter H. Bruhn
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Attn: Peter H. Bruhn |
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United States Trustee
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Counsel to ABL Lender |
Office of the United States Trustee
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McGuireWoods LLP |
for the District of Delaware
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EQT plaza |
844 King Street, Suite 2207
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625 Liberty Avenue, 23rd Floor |
Wilmington, DE 19801
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Pittsburgh, PA 15222-3142 |
Attn.: Jane M. Leamy, Esq.
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Attn: Mark E. Freedlander |
11. Term of Injunctions or Stays
Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays
in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any
order of the Bankruptcy Court, and existing on the Confirmation Date (excluding any injunctions or
stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until
the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall
remain in full force and effect in accordance with their terms.
12. Entire Agreement
Except as otherwise indicated, the Plan supersedes all previous and contemporaneous
negotiations, promises, covenants, agreements, understandings, and representations on such
subjects, all of which have become merged and integrated into the Plan.
13. Plan Supplement Exhibits
All exhibits and documents included in the Plan Supplement are incorporated into and are a
part of the Plan as if set forth in full in the Plan. After the exhibits and documents are filed,
copies of such exhibits and documents shall be made available upon written request to the Debtors
counsel at the address above or by downloading such exhibits and documents from
http://www.kccllc.net/Visteon or the Bankruptcy Courts website at www.deb.uscourts.gov. Unless
otherwise ordered by the Bankruptcy Court, to the extent any exhibit or document in the Plan
Supplement is inconsistent with the terms of any part of the Plan that does not constitute the
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Plan Supplement, such part of the Plan that does not constitute the Plan Supplement shall
control.
14. Severability
If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court
to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and
interpret such term or provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be invalid, void, or
unenforceable, and such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and
provisions of the Plan will remain in full force and effect and will in no way be affected,
impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order
shall constitute a judicial determination and shall provide that each term and provision of the
Plan, as it may have been altered or interpreted in accordance with the foregoing, is (a) valid and
enforceable pursuant to its terms, (b) integral to the Plan and may not be deleted or modified
without the Debtors consent, and (c) nonseverable and mutually dependent.
ARTICLE VII.
STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN
The following is a brief summary of the Confirmation process. Holders of Claims and Interests
are encouraged to review the relevant provisions of the Bankruptcy Code and to consult with their
own advisors.
A. The Confirmation Hearing
Section 1128(a) of the Bankruptcy Code provides that the Bankruptcy Court, after notice, may
conduct the Confirmation Hearing to consider Confirmation of the Plan. Section 1128(b) of the
Bankruptcy Code provides that any party in interest may object to Confirmation of the Plan.
B. Confirmation Standards
Among the requirements for the Confirmation of the Plan are that the Plan is accepted by all
Impaired Classes of Claims and Interests, or if rejected by an Impaired Class, that the Plan does
not discriminate unfairly and is fair and equitable as to such Class, is feasible, and is in the
best interests of holders of Claims and Interests that are Impaired under the Plan. The
following requirements must be satisfied pursuant to section 1129(a) of the Bankruptcy Code before
the Bankruptcy Court may confirm a plan of reorganization. The Plan fully complies with the
statutory requirements for Confirmation of the Plan listed below.
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The proponents of the Plan have complied with the applicable provisions of the
Bankruptcy Code. |
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The Plan has been proposed in good faith and not by any means forbidden by law. |
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Any payment made or to be made by the proponent, by the Debtor, or by a person
issuing securities or acquiring property under a Plan, for services or for costs and
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expenses in or in connection with the Chapter 11 Cases, in connection with the Plan
and incident to the Chapter 11 Cases, has been approved by, or is subject to the
approval of, the Bankruptcy Court as reasonable. |
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The proponent of the Plan has disclosed the identity and affiliations of any
individual proposed to serve, after Confirmation of the Plan, as a director, officer,
or voting trustee of the Debtor, an Affiliate of the Debtor participating in a joint
Plan with the Debtor or a successor to the Debtor under the Plan, and the appointment
to, or continuance in, such office of such individual is consistent with the interests
of Creditors and holders of Interests and with public policies. |
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The proponent of the Plan has disclosed the identity of any Insider that will
be employed or retained by the Reorganized Debtors and the nature of any compensation
for such Insider. |
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With respect to each holder within an Impaired Class of Claims or Interests,
each such holder (a) has accepted the Plan, or (b) will receive or retain under the
Plan on account of such Claim or Interest property of a value, as of the Effective Date
of the Plan, that is not less than the amount that such holder would so receive or
retain if the Debtor were liquidated under chapter 7 of the Bankruptcy Code on such
date. |
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With respect to each Class of Claims or Interests, such Class (a) has accepted
the Plan, or (b) is Unimpaired under the Plan (subject to the cram-down provisions
discussed below). |
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8. |
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Except to the extent that the holder of a particular Claim has agreed to a
different treatment of such Claim, the Plan provides that: |
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with respect to a Claim of a kind specified in sections 507(a)(2)
or 507(a)(3) of the Bankruptcy Code, on the Effective Date of the Plan, the
holder of the Claim will receive on account of such Claim Cash equal to the
Allowed amount of such Claim, unless otherwise agreed; |
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with respect to a Class of Claim of the kind specified in
sections 507(a)(1), 507(a)(4), 507(a)(5), 507(a)(6), or 507(a)(7) of the
Bankruptcy Code, each holder of a Claim of such Class will receive (a) if such
Class has accepted the Plan, deferred Cash payments of a value, on the Effective
Date of the Plan, equal to the Allowed amount of such Claim; or (b) if such
Class has not accepted the Plan, Cash on the Effective Date of the Plan equal to
the Allowed amount of such Claim; and |
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with respect to a priority tax claim of a kind specified in
section 507(a)(8) of the Bankruptcy Code, the holder of such Claim will receive
on account of such Claim deferred Cash payments, over a period not exceeding six
years after the date of assessment of such Claim, of a value, as of the
Effective Date of the Plan, equal to the Allowed amount of such Claim. |
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If a Class of Claims is Impaired under the Plan, at least one Class of Claims
that is Impaired under the Plan has accepted the Plan, determined without including any
acceptance of the Plan by any Insider. |
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10. |
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Confirmation of the Plan is not likely to be followed by the liquidation, or
the need for further financial reorganization, of the Debtor or any successor to the
Debtor under the Plan, unless such liquidation or reorganization is proposed in the
Plan. |
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11. |
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All fees payable under 28 U.S.C. § 1930, as determined by the Bankruptcy Court
at the hearing on Confirmation of the Plan, have been paid or the Plan provides for the
payment of all such fees on the Effective Date of the Plan. |
C. Liquidation Analyses
As described above, section 1129(a)(7) of the Bankruptcy Code requires that each holder of an
Impaired Claim or Interest either (1) accept the Plan or (2) receive or retain under the Plan
property of a value, as of the Effective Date, that is not less than the value such holder would
receive if the Debtors were liquidated under chapter 7 of the Bankruptcy Code.
The Liquidation Analyses, attached hereto as Exhibit D, were prepared in connection
with the December 17, 2009 plan of reorganization but have been updated to reflect a new Effective
Date and other assumptions impacted by timing. Based on the Liquidation Analyses, the Debtors
believe that the value of any distributions if the Debtors Chapter 11 Cases were converted to
cases under chapter 7 of the Bankruptcy Code would be no greater than the value of distributions
under the Plan. As a result, the Debtors believe holders of Claims and Interests in all Impaired
Classes will recover at least as much as a result of Confirmation of the Plan as they would recover
through a hypothetical chapter 7 liquidation.
D. Valuation Analysis
Because certain distributions contemplated by the Plan are composed of equity in the
Reorganized Debtors, the Debtors determined it was necessary to estimate the reorganized value of
their businesses. Accordingly, Rothschild has performed an analysis of the estimated value of the
Reorganized Debtors on a going-concern basis. The Valuation Analysis should be considered in
conjunction with the discussion of the risk factors contained in Article VIII. The Valuation
Analysis is dated as of March 12, 2010 and is based on data and information as of that date.
Rothschild makes no representations as to changes to such data and information that may have
occurred since March 12, 2010.
In preparing the Valuation Analysis, Rothschild has, among other things: (1) reviewed certain
recent available financial results of the Debtors; (2) reviewed certain internal financial and
operating data of the Debtors, including the business projections prepared and provided by the
Debtors management to Rothschild on March 12, 2010 relating to their businesses and their
prospects; (3) discussed with certain senior executives the current operations and prospects of the
Debtors; (4) reviewed certain operating and financial forecasts prepared by the Debtors, including
the Financial Projections; (5) discussed with certain senior executives of the Debtors key
assumptions related to the Financial Projections; (6) prepared discounted cash flow analyses
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based on the Financial Projections, utilizing various discount rates; (7) considered the
market value of certain publicly-traded companies in businesses reasonably comparable to the
operating business of the Debtors; (8) considered the value assigned to certain precedent
change-in-control transactions for businesses similar to the Debtors; (9) conducted such other
analyses as Rothschild deemed necessary and/or appropriate under the circumstances; and (10)
considered a range of potential risk factors.
Rothschild assumed, without independent verification, the accuracy, completeness, and fairness
of all of the financial and other information available to it from public sources or as provided to
Rothschild by the Debtors or their representatives. Rothschild also assumed that the Financial
Projections have been reasonably prepared on a basis reflecting the Debtors best estimates and
good faith judgment as to future operating and financial performance. To the extent the valuation
is dependent upon the Reorganized Debtors achievement of the Financial Projections, the Valuation
Analysis must be considered speculative. Rothschild does not make any representation or warranty
as to the fairness of the terms of the Plan. In addition to the foregoing, Rothschild relied upon
the following assumptions in preparing the Valuation Analysis:
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the Reorganized Debtors are able to maintain adequate liquidity to operate in
accordance with the Financial Projections; |
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the Reorganized Debtors operate consistently with the levels specified in the
Financial Projections; |
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the Plan will become effective on June 30, 2010 (the Assumed Effective
Date); |
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future values were discounted to June 30, 2010; |
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the Debtors shall have availability of an undrawn Exit Financing Facility up to
$300 million as of the Effective Date; |
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general financial and market conditions as of the Assumed Effective Date will
not differ materially from those conditions prevailing as of the date of the Valuation
Analysis of March 12, 2010 (the Valuation Date); |
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Rothschild has not considered the impact of a prolonged bankruptcy case and has
assumed operations will continue in the ordinary course consistent with the
Projections; and |
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Rothschild did not provide a valuation or other potential outcomes under
alternative scenarios such as a prolonged bankruptcy case or a partial or full break-up
and sale of the various businesses of the Debtors. |
As a result of such analyses, review, discussions, considerations, and assumptions, Rothschild
estimates the total enterprise value (TEV) for the Reorganized Debtors as of the
Effective Date at approximately $2.00 billion to $2.47 billion. The TEV range is estimated before
accounting for the value of Visteons unconsolidated joint ventures ($195 million), deducting the
value of certain minority interests ($383 million), Halla Korea net debt and foreign
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debt ($99 million) and including excess cash of $193 million. After accounting for those
factors, Rothschild has estimated an equity value for the Reorganized Debtors as of the Effective
Date at approximately $1.480 billion to $2.370 billion, with a midpoint of $1.920 billion.
The common equity value is subject to dilution as a result of the implementation of the
Management Equity Incentive Plan. The Plan contemplates the maintenance of the Pension Plans.
Assuming Rothschilds $1.920 billion midpoint equity value and based on the relative priorities of
the Term Loan Facility Claims, 12.25% Senior Notes Claim, and General Unsecured Claims that the
equity value shall be distributed to such Claims in the following respective percentages: 85.0% to
the Term Loan Facility Claims; 6.0% 6.4% to the 12.25% Senior Notes Claim; 8.6% 9.0% to the
General Unsecured Claims. The holders of the Term Loan Facility Claims receive the highest
percentage of Reorganized Visteons Distributable Equity Value based on their collateral position
holding a first Lien against the Debtors most valuable assets, including certain Debtor Foreign
Stock Holding Companies and at least 65% of the Foreign Stock Holding Companies equity interests
in their foreign subsidiaries. After the Term Loan Facility Claims are satisfied in full,
including postpetition interest, holders of the 12.25% Senior Notes Claim and General Unsecured
Claims shall receive the remaining equity value. Holders of 12.25% Senior Notes Claim will receive
a higher percentage of equity value than other General Unsecured Claims based on guarantees
provided by Visteon Corporations wholly-owned domestic operating subsidiaries under the 12.25%
Senior Note Indenture against which holders of the General Unsecured Claims do not have Claims.
Holders of Trade Claims shall receive a Cash recovery from a pool of $23.9 million in Cash set
aside under the Plan. Administrative Claims, DIP Facility Claims, Priority Tax Claims,
Professional Claims, and certain other Secured Claims will be paid in full in Cash from Cash on
hand and from the Debtors existing assets. All Interests in Visteon Corporation will be
extinguished. Intercompany Interests and Intercompany Claims shall be reinstated in the
Reorganized Debtors discretion.
These estimated ranges of values are based on a hypothetical value that reflects the estimated
intrinsic value of the Debtors derived through the application of various valuation methodologies.
The implied reorganized equity value ascribed in this analysis does not purport to be an estimate
of any post-reorganization market trading value. Any such trading value may be materially
different from the implied reorganized equity value ranges associated with Rothschilds valuation
analysis. Rothschilds estimate is based on economic, market, financial, and other conditions as
they exist on, and on the information made available as of, the Valuation Date. It should be
understood that, although subsequent developments may affect Rothschilds conclusions, before or
after the Confirmation Hearing, Rothschild does not have any obligation to update, revise or
reaffirm its estimate.
1. Valuation Methodologies
The following is a summary of certain financial analyses performed by Rothschild to arrive at
its range of estimated TEV. Rothschilds valuation analysis must be considered as a whole.
Rothschild has assigned an equal weighting to each methodology to arrive at its TEV range.
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a. |
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Discounted Cash Flow Analysis |
The discounted cash flow analysis (DCF) estimates the value of an asset or business
by calculating the present value of expected future cash flows to be generated by that asset or
business. The DCF discounts the expected cash flows by a theoretical or observed discount rate.
This approach has two components: (i) calculating the present value of the projected unlevered
after-tax free cash flows for a determined period of time and (ii) adding the present value of the
terminal value of the cash flows. The terminal value represents the portion of TEV that lies beyond
the time horizon of the available projections. This value is then reduced by the present value of
cash pension payments forecasted through 2017, based on actuarial forecast to achieve full pension
funding.
The DCF calculations were performed on unlevered after-tax free cash flows for the period
beginning July 1, 2010 through December 31, 2013, discounted to the Assumed Effective Date (the
Projection Period). Rothschild utilized the Financial Projections for performing these
calculations.
In performing the DCF calculations, Rothschild made assumptions for (i) the weighted average
cost of capital (the Discount Rate), which is used to calculate the present value of
future cash flows and (ii) a perpetuity growth rate for the future cash flows, which is used to
determine the value of the Reorganized Debtors represented by the time period beyond the Projection
Period. Rothschild calculated the Discount Rate with a traditional cost of equity capital
calculation using the capital asset pricing model. Based on this methodology, Rothschild used a
Discount Rate range of 11.5% to 13.5% for the Reorganized Debtors, which reflects a number of
Visteon and market-specific factors, and is calculated based on the cost of capital for companies
that Rothschild deemed comparable. Rothschild used a terminal perpetuity growth rate range of 0% -
2% for the DCF analysis.
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b. |
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Comparable Companies Analysis |
The comparable companies analysis (the Comparable Companies Analysis) estimates the
value of a company based on a comparison of such companys financial statistics with the financial
statistics of publicly-traded companies with similar characteristics. Criteria for selecting
comparable companies for this analysis include, among other relevant characteristics, similar lines
of business, geographic presence, business risks, growth prospects, maturity of businesses, market
presence, size and scale of operations. The Comparable Companies Analysis establishes benchmarks
for valuation by deriving financial multiples and ratios for the comparable companies, standardized
using common metrics such as (i) EBITDAP (Earnings Before Interest, Depreciation, Amortization and
Pension Expense) and (ii) EBITDAP minus capital expenditures.
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c. |
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Precedent Transactions Analysis |
The precedent transactions analysis is based on the enterprise values of companies involved in
public or private merger and acquisition transactions that have operating and financial
characteristics similar to the Debtors. Under this methodology, the enterprise value of such
companies is determined by an analysis of the consideration paid and the debt assumed in
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the merger, acquisition or restructuring transaction. As in a comparable company valuation analysis,
the analysis establishes benchmarks for valuation by deriving financial multiples and ratios,
standardized using common variables such as revenue or EBITDA. Rothschild was unable to utilize an
EBITDAP metric for the Precedent Transactions Analysis due to the unavailability of pension expense
information for the merger transactions analyzed. Therefore Rothschild relied on the derived
EBITDA multiples and then applied these to the Debtors operating statistics to determine
enterprise value.
Unlike the Comparable Company Analysis, the enterprise valuation derived using this
methodology reflects a control premium, or a premium paid to purchase a majority or controlling
position in the assets of a company, for merger and acquisition transactions. Thus, this
methodology generally produces higher valuations than the comparable public company analysis. In
addition, other factors not directly related to a companys business operations can affect a
valuation based on precedent transactions, including (i) circumstances surrounding a merger
transaction may introduce other motivations for higher premiums (e.g., a buyer may pay an
additional premium for reasons not solely related to competitive bidding), (ii) the market
environment is not identical for transactions occurring at different periods of time; and (iii)
circumstances pertaining to the financial position of the company may impact on the resulting
purchase price (e.g., a company is in financial distress and may receive a lower price due to
weaker negotiating leverage).
The summary set forth above does not purport to be a complete description of the analyses
performed by Rothschild. The preparation of an estimate involves various determinations as to the
most appropriate and relevant methods of financial analysis and the application of these methods in
the particular circumstances and, therefore, such an estimate is not readily susceptible to summary
description. The value of an operating business is subject to uncertainties and contingencies that
are difficult to predict and will fluctuate with changes in factors affecting the financial
conditions and prospects of such a business. As a result, the estimates set forth herein are not
necessarily indicative of actual outcomes, which may be significantly more or less favorable than
those set forth herein. In addition, such estimates do not purport to be appraisals, nor do they
necessarily reflect the values that might be realized if assets were sold. The estimates prepared
by Rothschild assume that Reorganized Debtors will continue as the owner and operator of their
businesses and assets and that such assets will be operated in accordance with the Debtors
business plan. Depending on the results of the Debtors operations or changes in the financial
markets, Rothschilds valuation analysis as of the Effective Date may differ from that disclosed
herein.
In addition, the valuation of newly issued securities, such as the New Visteon Common Stock,
is subject to additional uncertainties and contingencies, all of which are difficult to predict.
Actual market prices of such securities at issuance will depend upon, among other things,
prevailing interest rates, conditions in the financial markets, the anticipated initial securities
held by Creditors, some of which may prefer to liquidate their investment rather than hold it on a
long-term basis, and other factors that generally influence the prices of securities. Actual
market prices of such securities also may be affected by other factors not possible to predict.
Accordingly, the values estimated by Rothschild do not necessarily reflect, and should not be
construed as reflecting, values that will be attained in the public or private markets.
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THE FOREGOING VALUATION IS BASED UPON A NUMBER OF ESTIMATES AND ASSUMPTIONS THAT ARE
INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES BEYOND THE CONTROL OF THE DEBTORS
OR THE REORGANIZED DEBTORS. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE RANGES REFLECTED IN
THE VALUATION WOULD BE REALIZED IF THE PLAN WERE TO BECOME EFFECTIVE, AND ACTUAL RESULTS COULD VARY
MATERIALLY FROM THOSE SHOWN HERE.
THE ESTIMATED CALCULATION OF ENTERPRISE VALUE IS HIGHLY DEPENDENT UPON ACHIEVING THE FUTURE
FINANCIAL RESULTS AS SET FORTH IN THE DEBTORS FINANCIAL PROJECTIONS, AS WELL AS THE REALIZATION OF
CERTAIN OTHER ASSUMPTIONS, NONE OF WHICH ARE GUARANTEED AND MANY OF WHICH ARE OUTSIDE OF THE
DEBTORS CONTROL, AS FURTHER DISCUSSED IN ARTICLE VIII OF THE DISCLOSURE STATEMENT.
THE CALCULATIONS OF VALUE SET FORTH HEREIN REPRESENT ESTIMATED REORGANIZATION VALUES AND DO
NOT NECESSARILY REFLECT VALUES THAT COULD BE ATTAINABLE IN PUBLIC OR PRIVATE MARKETS. THE EQUITY
VALUE STATED HEREIN DOES NOT PURPORT TO BE AN ESTIMATE OF THE POST-REORGANIZATION MARKET VALUE.
SUCH VALUE, IF ANY, MAY BE MATERIALLY DIFFERENT FROM THE REORGANIZED EQUITY VALUE RANGES ASSOCIATED
WITH THIS VALUATION ANALYSIS. THE VALUATION ANALYSES IS BASED ON DATA AND INFORMATION AS OF THE
VALUATION DATE. NO RESPONSIBILITY IS TAKEN FOR CHANGES IN MARKET CONDITIONS THAT MAY HAVE OCCURRED
SINCE THE VALUATION DATE AND NO OBLIGATION IS ASSUMED TO REVISE THIS CALCULATION OF THE REORGANIZED
DEBTORS VALUE TO REFLECT EVENTS OR CONDITIONS THAT SUBSEQUENTLY OCCUR. THE CALCULATIONS OF VALUE
DO NOT CONFORM TO THE UNIFORM STANDARDS OF PROFESSIONAL APPRAISAL PRACTICE OF THE APPRAISAL
FOUNDATION.
Section 1129(a)(11) of the Bankruptcy Code requires that a debtor demonstrate that
confirmation of a plan is not likely to be followed by liquidation or the need for further
financial reorganization. For purposes of determining whether the Plan meets this requirement, the
Debtors have analyzed their ability to meet their obligations under the Plan. As part of this
analysis, the Debtors have prepared certain Financial Projections. These Financial Projections and
the assumptions upon which they are based, are attached hereto as Exhibit C. Based on
these Financial Projections, the Debtors believe that given the deleveraging contemplated by the
Plan, they will be able to make all payments required pursuant to the Plan and, therefore, that Confirmation of
the Plan is not likely to be followed by liquidation or the need for further reorganization.
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F. |
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Acceptance by Impaired Classes |
The Bankruptcy Code also requires, as a condition to Confirmation, that each Class of Claims
or Interests that is Impaired but still receives distributions under the Plan vote to accept the
Plan, unless the Debtors can cram-down such Classes, as described below. A Class that is
Unimpaired is presumed to have accepted the Plan and, therefore, solicitation of acceptances with
respect to such Class is not required. A Class is Impaired unless the Plan leaves unaltered the
legal, equitable, and contractual rights to which the Claim or Interest entitles the holder of such
Claim or Interest to, or the Debtors cure any default and reinstate the original terms of the
obligation.
Pursuant to sections 1126(c) and 1126(d) of the Bankruptcy Code and except as otherwise
provided in section 1126(e) of the Bankruptcy Code: (1) an Impaired Class of Claims has accepted
the Plan if the holders of at least two-thirds in dollar amount and more than half in number of the
voting Allowed Claims have voted to accept the Plan and (2) an Impaired Class of Interests has
accepted the Plan the holders of at least two-thirds in amount of the Allowed interests of such
Class actually voting have voted to accept the plan.
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Confirmation Without Acceptance By All Impaired Classes |
Section 1129(b) of the Bankruptcy Code allows the Bankruptcy Court to confirm the Plan, even
if the Plan has not been accepted by all Impaired Classes entitled to vote on the Plan, so long as
the Plan has been accepted by at least one Impaired Class, excluding any Insider Classes, entitled
to vote. Section 1129(b) of the Bankruptcy Code permits the Debtors to confirm the Plan,
notwithstanding the failure of any Impaired Class to accept the Plan, in a procedure commonly known
as cram-down, so long as the Plan does not discriminate unfairly and is fair and equitable
with respect to each impaired Class of Claims or Interests that voted to reject the plan.
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1. |
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No Unfair Discrimination |
The test to determine whether the Plan unfairly discriminates applies to Classes of Claims or
Interests that are of equal priority and are receiving different treatment under the Plan. The
test does not require that the treatment be the same or equivalent, but that such treatment be
fair.
The Debtors do not believe the Plan discriminates unfairly against any Impaired Class of
Claims or Interests. The Debtors believe the Plan and the treatment of all Classes of Claims and
Interests under the Plan satisfies the foregoing requirements for nonconsensual Confirmation.
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2. |
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Fair and Equitable Treatment |
The test to determine whether the Plan affords fair and equitable treatment applies to Classes
of different priority and status (e.g., Secured Claims versus General Unsecured Claims) and
includes the general requirement that no Class of Claims receive more than 100% of the amount of
the Allowed Claims in such Class. As to a dissenting Class, the test sets different standards
depending on the type of Claims or Interests in such Class. Specifically, in order to demonstrate
that the Plan is fair and equitable, the Debtors must demonstrate that:
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Each holder of a Secured Claim either (a) retains its Liens on the property, to
the extent of the Allowed amount of its Secured Claim and receives deferred Cash
payments having a value, as of the effective date of the chapter 11 plan, of at least
the Allowed amount of such Claim, (b) has the right to credit bid the amount of its
Claim if its property is sold and retains its Liens on the proceeds of the sale (or if
sold, on the proceeds thereof), or (c) receives the indubitable equivalent of its
Allowed Secured Claim. |
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Either (a) each holder of an Impaired General Unsecured Claim receives or
retains under the Plan property of a value equal to the amount of its Allowed Claim or
(b) the holders of Claims and Interests that are junior to the Claims of the rejecting Classes will not receive
any property under the Plan. |
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Either (a) each holder of an Interest will receive or retain under the Plan
property of a value equal to the greatest of the fixed liquidation preference to which
such holder is entitled, the fixed redemption price to which such holder is entitled,
or the value of the Interest or (b) the holder of an Interest that is junior to the
rejecting Class will not receive or retain any property under the Plan. |
The Debtors believe the Plan satisfies the fair and equitable requirement notwithstanding
that Classes J and L are not receiving a distribution because there is no Class of equal priority
receiving more favorable treatment and no junior Classes to Classes J and L that will receive or
retain any property on account of the Claims or Interests in such Class.
ARTICLE VIII.
PLAN-RELATED RISK FACTORS AND ALTERNATIVES
TO CONFIRMATION AND CONSUMMATION OF THE PLAN
PRIOR TO VOTING TO ACCEPT OR REJECT THE PLAN, ALL HOLDERS OF CLAIMS THAT ARE ENTITLED TO VOTE
OF THE PLAN SHOULD READ AND CONSIDER CAREFULLY THE FACTORS SET FORTH IN THIS ARTICLE VIII AS WELL
AS ALL OTHER INFORMATION SET FORTH OR OTHERWISE REFERENCED IN THIS DISCLOSURE STATEMENT.
The following provides a summary of important considerations and risk factors associated with
the Plan. However, it is not exhaustive. In considering whether to vote for or against the Plan,
holders of Claims and Interests that are Impaired and entitled to vote should read and carefully
consider the factors set forth below, as well as all other information set forth or otherwise
referenced or incorporated by reference in this Disclosure Statement, including the various risks
and other factors described in Visteons Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, and Visteons Annual Report on Form 10-K for the fiscal year ended December 31,
2009, the entirety of which are publicly available at the Securities and Exchange Commissions
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system, located at
http://www.sec.gov/edgar.shtml.
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B. |
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Certain Bankruptcy Law Considerations |
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1. |
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Undue Delay in Confirmation May
Significantly Disrupt the Operations of the Debtors |
The continuation of the Chapter 11 Cases, particularly if the Plan is not approved or
confirmed in the time frame currently contemplated, could adversely affect the Debtors operations
and relationships with the Debtors customers, vendors, and employees. If Confirmation and
Consummation do not occur expeditiously, the Chapter 11 Cases could result in, among other things,
increased Administrative Claims or Professional Claims, and similar expenses. Prolonged Chapter 11
Cases may also make it more difficult to retain and attract management and other key personnel, and
would require senior management to spend a significant amount of time and effort dealing with the
Debtors financial reorganization instead of focusing on the operation of the Debtors business.
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2. |
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Debtors May Not Be Able to Secure Confirmation or Consummation of the
Plan |
Section 1129 of the Bankruptcy Code sets forth the requirements for Confirmation of a chapter
11 plan, and requires, among other things, a finding by the Bankruptcy Court that: (a)
Confirmation of such plan is not likely to be followed by a liquidation or a need for further
financial reorganization unless such liquidation or reorganization is contemplated by the plan; and
(b) the value of distributions to non-accepting holders of Claims and Interests within a particular
Class under such plan will not be less than the value of distributions such holders would receive
if the debtors were liquidated under chapter 7 of the Bankruptcy Code.
Furthermore, under section 1129(b)(2)(A) of the Bankruptcy Code, the Plan must provide a Class
of Secured Claims that votes to reject the Plan with: (a) retention of Liens securing the Secured
Claim to the extent of the Allowed amount of such Claims, whether the property subject to those
Liens is retained by the Debtor or transferred to another Entity, and deferred Cash payments having
a present value, as of the Effective Date of the plan of reorganization, at least equal to the
value of such holders interest in the Estates interest in such property; or (b) the realization
of the indubitable equivalent of its Allowed Secured Claim; or (c) the sale, subject to section
363(k) of the Bankruptcy Code, of any property that is subject to the Liens securing the Claims
included in the rejecting Class, free and clear of such Liens, with such Liens to attach to the
proceeds of the sale and the treatment of such Liens on proceeds in accordance with clause (a) or
(b) of this paragraph. To meet this standard, the Debtors would either have to cash out the Term
Loan Facility Claims at 100% recovery plus postpetition interest, or provide the indubitable
equivalent of $1.5 billion in prepetition debt plus postpetition interest. The Debtors believe
these recoveries would be difficult to provide the Term Loan Lenders in light of current market and
industry conditions. As discussed in Article V.J above, while the Debtors have assisted the
Restricted Backstop Parties diligence efforts for the last several weeks in development of an
alternative plan under which the Term Lenders would not have to equitize their Claims, several
issues remain with respect to the alternative plan proposal, including whether the funding will
actually materialize, whether the alternative plan would over-leverage the Debtors and result in
loss of customer business, whether reinstatement of any unpaid Term Loan Facility debt is legally
feasible, and the desirability of the proposed transaction in light of the related costs, fees, and
execution risks. The Debtors thus continue to believe that the Term
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Loan Facility Claims must be satisfied in the form of equity, and accordingly, would need to obtain the Term Loan Lenders
affirmative vote in favor of the Plan in order to confirm the Plan. There is no guarantee that the
Term Loan Lenders will vote in favor of the Plan.
Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy
Court will confirm the Plan. A non-accepting holder of an Allowed Claim might challenge either the
adequacy of this Disclosure Statement or whether the Solicitation Procedures and voting results
satisfy the requirements of the Bankruptcy Code or Federal Rules of Bankruptcy Procedure. Even if
the Bankruptcy Court determined that this Disclosure Statement, the Solicitation Procedures, and
voting results were appropriate, the Bankruptcy Court could still decline to confirm the Plan if it
found that any of the statutory requirements for Confirmation had not been met.
Confirmation of the Plan is also subject to certain conditions as described in Article VII of
the Plan. If the Plan is not confirmed, it is unclear what distributions, if any, holders of
Allowed Claims would receive under the Plan.
The Debtors, subject to the terms and conditions of the Plan, reserve the right to modify the
terms and conditions of the Plan as necessary for Confirmation. Any such modifications could
result in a less favorable treatment of any rejecting Class, as well as of any Classes junior to
such rejecting Class, than the treatment currently provided in the Plan. Any less favorable
treatment could include a distribution of property to the Class affected by the modification of a
lesser value than currently provided in the Plan or no distribution of property whatsoever under
the Plan.
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3. |
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Parties in Interest May Object to Classification of Claims and
Interests |
Section 1122 of the Bankruptcy Code provides that a plan of reorganization may place a Claim
or an Interest in a particular Class only if such Claim or Interest is substantially similar to the
other Claims or Interests in such Class. The Debtors believe that the classification of Claims and
Interests under the Plan complies with the requirements set forth in the Bankruptcy Code because
the Debtors created Classes of Claims and Interests, each encompassing Claims or Interests, as
applicable, that are substantially similar to the other Claims and Interests in each such Class.
Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion.
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4. |
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Nonconsensual Confirmation |
In the event that any Impaired Class of Claims or Interests does not accept a chapter 11 plan
of reorganization, a Bankruptcy Court may nevertheless confirm such a plan at the proponents
request if at least one Impaired Class has accepted the plan (with such acceptance being determined
without including the vote of any Insider in such Class), and, as to each Impaired Class that has
not accepted the Plan, the Bankruptcy Court determines that the Plan does not discriminate
unfairly and is fair and equitable with respect to the rejecting
Impaired Classes. The Debtors will request such nonconsensual Confirmation in accordance with
subsection 1129(b) of the Bankruptcy Code. Nevertheless, there can be no assurance that the
Bankruptcy Court will reach this conclusion.
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5. |
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Debtors May Object to Claims Before or After the Effective Date |
Except as otherwise provided in the Plan, the Debtors and the Reorganized Debtors reserve the
right to object to the amount or priority status of any Claim under the Plan. The estimates set
forth in this Disclosure Statement cannot be relied on by any holder of a Claim. Any holder of a
Claim that is or becomes subject to an objection thus may not receive its expected share of the
estimated distributions described in this Disclosure Statement.
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6. |
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Risk of Non-Occurrence of the Effective Date |
Although the Debtors believe that the Effective Date may occur shortly after the Confirmation
Date, there can be no assurance as to such timing, or as to whether the Effective Date will, in
fact, occur.
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7. |
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The Debtors May Not Be Able to Resolve Ford Related Matters |
The Plan is conditioned upon the resolution of all matters related to Ford to the satisfaction
of the Requisite Holders of the Term Loan Facility Claims. The Debtors cannot predict nor
guarantee the outcome of negotiations with Ford or whether such resolution will be deemed
acceptable to the Requisite Holders. The failure to either reach resolution of the matters with
Ford or obtain approval of such resolution from the Requisite Holders could prevent consummation of
the Plan and delay the Debtors exit from chapter 11 bankruptcy.
C. |
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Risk Factors That May Affect the Value of the Securities to Be Issued Under the Plan |
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1. |
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Debtors Cannot Guarantee What Recovery
Will Be Available to Holders of Allowed Claims in Voting Classes |
No less than three unknown factors make certainty in Creditor recoveries impossible: (a) how
much money will remain after paying all Allowed Claims that are senior to the Allowed Claims in
Voting Classes or unclassified Allowed Claims; (b) the number or amount of Claims in Voting Classes
that will ultimately be Allowed; and (c) the number or size of Claims senior to the Claims in the
Voting Classes or unclassified Claims that will ultimately be Allowed.
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2. |
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Actual Amounts of Allowed Claims May Differ from the Estimated
Claims and Adversely Affect the Percentage Recovery on Allowed Claims |
The Claims estimates set forth in Article II.E above are based on various assumptions. The
actual amounts of Allowed 12.25% Senior Notes Claim, Term Loan Facility Claims, and General
Unsecured Claims may differ significantly from those estimates should one or more underlying
assumptions prove to be incorrect. Such differences may adversely affect the percentage recovery
to holders of such Allowed Claims under the Plan.
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3. |
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A Liquid Trading Market for the New Visteon Common Stock |
There can be no assurances that liquid trading markets for New Visteon Common Stock will
develop. The liquidity of any market for the New Visteon Common Stock will depend, among other
things, upon the number of holders of New Visteon Common Stock, Reorganized
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Visteons financial performance and the market for similar securities, none of which can be determined or predicted.
Therefore, the Debtors cannot provide assurances that an active trading market will develop, or if
a market develops, what the liquidity or pricing characteristics of that market will be.
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4. |
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The Reorganized Debtors May Not Achieve Projected Financial
Results or Meet Post-Reorganization Debt Obligations and Finance
All Operating Expenses, Working Capital Needs, and Capital Expenditures |
The Reorganized Debtors may not be able to meet their projected financial results. To the
extent the Reorganized Debtors do not meet their projected financial results or achieve projected
revenues and cash flows, the Reorganized Debtors may lack sufficient liquidity to continue
operating as planned after the Effective Date, may be unable to service their debt obligations as
they come due or may not be able to meet their operational needs. Any one of these failures may
preclude the Reorganized Debtors from, among other things: (a) enhancing their current customer
offerings; (b) taking advantage of future opportunities; (c) growing their business; or (d)
responding to competitive pressures. Further, a failure of the Reorganized Debtors to meet their
projected financial results or achieve their projected revenues and cash flows could lead to cash
flow and working capital constraints, which constraints may require the Reorganized Debtors to seek
additional working capital. The Reorganized Debtors may not be able to obtain such working capital
when it is required. Further, even if the Reorganized Debtors were able to obtain additional
working capital, it may only be available on unreasonable terms. For example, the Reorganized
Debtors may be required to take on additional debt, the interest costs of which could adversely
affect the results of the operations and financial condition of the Reorganized Debtors. If any
such required capital is obtained in the form of equity, the interests of the holders of the
then-outstanding New Visteon Common Stock (and options or other rights to acquire New Visteon
Common Stock) could be diluted. While the Debtors Financial Projections represent managements
view based on current known facts and assumptions about the future operations of the Reorganized
Debtors, there is no guarantee that the Financial Projections will be realized.
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5. |
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Estimated Valuation of the Reorganized Debtors
and the New Visteon Common Stock and the Estimated
Recoveries to Holders of Allowed Claims Are Not Intended
to Represent the Private Sale Values of the New Visteon Common Stock |
The Debtors estimated recoveries to holders of Allowed Claims are not intended to represent
the private sale values of the Reorganized Debtors securities. The estimated recoveries are based
on numerous assumptions (the realization of many of which is beyond the control of the Reorganized
Debtors), including, without limitation: (a) the successful reorganization of the Debtors; (b) an
assumed date for the occurrence of the Effective Date; (c) the Debtors ability to achieve the
operating and financial results included in the Financial Projections; (d) the Debtors ability to
maintain adequate liquidity to fund operations; and (e) the assumption that capital and equity
markets remain consistent with current conditions.
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6. |
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The Reorganized Debtors May Be Controlled By a Small Number of Holders |
Consummation of the Plan may result in a small number of holders owning a significant
percentage of the outstanding shares of New Visteon Common Stock. These holders may, among other
things, exercise a controlling influence over the business and affairs of the Reorganized Debtors
and have the power to elect directors and approve significant mergers, acquisitions, divestures,
and other material corporate transactions, including the sale of the Reorganized Debtors. The
Debtors can make no assurances regarding the future actions of the holders of New Visteon Common
Stock and the impact such actions may have on the value of the New Visteon Common Stock.
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7. |
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Certain Tax Implications of the Debtors Bankruptcy
and Reorganization May Increase the Tax Liability of the Reorganized Debtors |
Holders of Allowed Claims should carefully review Article IX herein, Certain Federal Income
Tax Consequences, to determine how the tax implications of the Plan and these Chapter 11 Cases may
adversely affect the Reorganized Debtors.
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8. |
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Impact of Interest Rates |
Changes in interest rates and foreign exchange rates may affect the fair market value of the
Debtors assets. Specifically, decreases in interest rates will positively impact the value of the
Debtors assets and the strengthening of the dollar will negatively impact the value of their net
foreign assets.
D. |
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Risk Factors That Could Negatively Impact the Debtors Business |
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1. |
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The Debtors Are Subject to the Risks
and Uncertainties Associated with the Chapter 11 Cases |
For the duration of the Chapter 11 Cases, the Debtors operations and the Debtors ability to
execute their business strategy will be subject to the risks and uncertainties associated with
bankruptcy. These risks include:
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the Debtors ability to obtain approval of the Bankruptcy Court with respect to
motions filed in the Chapter 11 Cases from time to time; |
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the Debtors ability to obtain and maintain normal trade terms with suppliers
and service providers and maintain contracts that are critical to their operations; |
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the Debtors ability to attract, motivate, and retain key employees; |
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the Debtors ability to attract and retain customers; |
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the Debtors ability to fund and execute their business plan; and |
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the Debtors ability to obtain Creditor and Bankruptcy Court approval for, and
then to consummate, a Plan to emerge from bankruptcy. |
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The Debtors will also be subject to risks and uncertainties with respect to the actions and
decisions of the Creditors and other third parties who have interests in the Chapter 11 Cases that
may be inconsistent with the Debtors restructuring and business goals.
These risks and uncertainties could affect the Debtors business and operations in various
ways. For example, negative events or publicity associated with the Chapter 11 Cases could
adversely affect the Debtors sales and relationships with their customers, as well as with their
suppliers and employees, which in turn could adversely affect the Debtors operations and financial
condition. In addition, pursuant to the Bankruptcy Code, the Debtors need approval of the
Bankruptcy Court for transactions outside the ordinary course of business, which may limit their
ability to respond timely to certain events or take advantage of certain opportunities. Because of
the risks and uncertainties associated with the Chapter 11 Cases, the Debtors cannot predict or
quantify the ultimate impact that events occurring during the reorganization process will have on
their business, financial condition, and results of operations.
As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of
liabilities are subject to uncertainty. While operating as debtors in possession, and subject to
approval of the Bankruptcy Court, or otherwise as permitted in the normal course of business or
Bankruptcy Court order, the Debtors may sell or otherwise dispose of assets and liquidate or settle
liabilities for amounts other than those reflected in the condensed consolidated financial
statements included in the Form 10-K for the year ended that December 31, 2009. Further, the Plan
could materially change the amounts and classifications of assets and liabilities reported in the
historical consolidated financial statements. The historical consolidated financial statements do
not include any adjustments to the reported amounts of assets or liabilities that might be
necessary as a result of Confirmation of a Plan.
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2. |
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Continued Decline in the Production Levels of the Debtors Major
Customers Could Reduce the Debtors Sales and Harm the Debtors Profitability |
Demand for the Debtors products is directly related to the automotive vehicle production of
the Debtors major customers. Automotive sales and production can be affected by general economic
or industry conditions, labor relations issues, fuel prices, regulatory requirements, government
initiatives, trade agreements, and other factors. Automotive industry conditions in North America
and Europe have been and continue to be extremely challenging. In North America, the industry is
characterized by significant overcapacity, fierce competition and rapidly declining sales. In
Europe, the market structure is more fragmented with significant overcapacity and declining sales.
Visteons business in 2008 and 2009 has been severely affected by the turmoil in the global credit
markets, significant reductions in new housing construction, volatile fuel prices and recessionary
trends in the U.S. and global economies. These conditions had a dramatic impact on consumer vehicle
demand in 2008 and 2009, resulting in the lowest per capita sales rates in the United States in
half a century and lower global automotive production following six years of steady growth.
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3. |
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The Financial Distress of the Debtors Major Customers and Within
the Supply Base Could Significantly Affect Their Operating Performance |
During 2009, automotive OEMs, particularly those with substantial sales in the United States,
experienced decreased demand for their products, which resulted in lower production levels on
several of the Debtors key platforms, particularly light truck platforms. In addition, these
customers have experienced declining market shares in North America and are continuing to
restructure their North American operations in an effort to improve profitability. The domestic
automotive manufacturers are also burdened with substantial structural costs, such as pension and
healthcare costs that have impacted their profitability and labor relations. Several other global
automotive manufacturers are also experiencing operating and profitability issues and labor
concerns. In this environment, it is difficult to forecast future customer production schedules,
the potential for labor disputes or the success or sustainability of any strategies undertaken by
any of the Debtors major customers in response to the current industry environment. This
environment may also put additional pricing pressure on suppliers to OEMs, such as the Debtors,
which would reduce such suppliers (including the Debtors) margins. In addition, cuts in
production schedules are also sometimes announced by customers with little advance notice, making
it difficult for suppliers to respond with corresponding cost reductions.
Given the difficult environment in the automotive industry, there is an increased risk of
bankruptcies or similar events among the Debtors customers. Both GM and Chrysler have sought
bankruptcy protection and obtained funding support from the U.S. federal government. While the
operations of Chrysler and GM have been sold to a third-party, the financial prospects of certain
of the Debtors significant customers remain highly uncertain. The Debtors supply base has also
been adversely affected by industry conditions. Lower production levels for the global automotive
OEMs and increases in certain raw material, commodity, and energy costs during 2009 have resulted
in severe financial distress among many companies within the automotive supply base. Several large
suppliers have filed for bankruptcy protection or ceased operations. Unfavorable industry
conditions have also resulted in financial distress within the Debtors supply base, an increase in
commercial disputes and other risks of supply disruption. In addition, the current adverse industry
environment has required the Debtors to provide financial support to distressed suppliers or take
other measures to ensure uninterrupted production. While the Debtors have taken certain actions to
mitigate these factors, those actions have offset only a portion of the overall impact on the
Debtors operating results. The continuation or worsening of these industry conditions would
adversely affect the Debtors profitability, operating results, and cash flow.
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4. |
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The Debtors are Highly Dependent on Ford and
Hyundai and Decreases in Such Customers Vehicle
Production Volumes Would Adversely Affect the Debtors |
Ford is the Debtors largest customer and accounted for approximately 28% of total product
sales in 2009, 34% of total product sales in 2008, and 39% of total product sales in 2007.
Additionally, Hyundai has rapidly become another one of the Debtors largest customersaccounting
for 27% of the Debtors total product sales in 2009, and such percentage is expected to increase in
the future. Any change in Fords and/or Hyundais vehicle production volumes will have a
significant impact on the Debtors sales volume and reorganization efforts.
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Furthermore, the Creditors Committee, in connection with the investigatory period provided
under the ABL cash collateral order, is investigating potential Claims against Ford and/or ACH in
connection with, among other events, the Debtors spin-off from Ford in 2000 and the ACH
Transactions in 2005. The Debtors believe that Fords continued support as a key customer is
critical to their business plan and the companys emergence from bankruptcy. Protracted litigation
against Ford, including litigation by the Creditors Committee seeking derivative standing to
pursue claims of uncertain merit, could delay or prevent the Debtors emergence from bankruptcy and
put at risk future revenue from the companys relationship with Ford.
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5. |
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The Discontinuation of, Loss of Business, or Lack
of Commercial Success, with Respect to a Particular
Vehicle Model for Which the Debtors are a Significant Supplier
Could Reduce the Debtors Sales and Harm the Debtors Profitability |
Although the Debtors have purchase orders from many of their customers, these purchase orders
generally provide for the supply of a customers annual requirements for a particular vehicle model
and assembly plant, or in some cases, for the supply of a customers requirements for the life of a
particular vehicle model, rather than for the purchase of a specific quantity of products. In
addition, it is possible that customers could elect to manufacture components internally that are
currently produced by outside suppliers, such as the Debtors. The discontinuation of, the loss of
business with respect to or a lack of commercial success of a particular vehicle model for which
the Debtors are a significant supplier could reduce the Debtors sales and harm the Debtors
profitability, thereby making it more difficult for the Debtors to make payments under the Debtors
indebtedness or resulting in a decline in the value of the New Visteon Common Stock.
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6. |
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The Debtors Substantial International Operations Make Them
Vulnerable to Risks Associated with Doing Business in Foreign Countries |
As a result of the Debtors global presence, a significant portion of the Debtors revenues
and expenses are denominated in currencies other than the U.S. dollar. In addition, the Debtors
have manufacturing and distribution facilities in many foreign countries, including countries in
Europe, Central and South America, and Asia. International operations are subject to certain risks
inherent in doing business abroad, including:
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exposure to local economic conditions, expropriation and nationalization,
foreign exchange rate fluctuations and currency controls; |
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withholding and other taxes on remittances and other payments by subsidiaries; |
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investment restrictions or requirements; |
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export and import restrictions; and |
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increases in working capital requirements related to long supply chains. |
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Expanding the Debtors business in Asia and Europe and enhancing the Debtors business
relationships with Asian and European automotive manufacturers worldwide are important elements of
the Debtors long-term business strategy. In addition, the Debtors have invested significantly in
joint ventures with other parties to conduct business in South Korea, China, and elsewhere in Asia.
The Debtors ability to repatriate funds from these joint ventures depends not only upon their
uncertain cash flows and profits, but also upon the terms of particular agreements with the
Debtors joint venture partners and maintenance of the legal and political status quo. As a
result, the Debtors exposure to the risks described above is substantial. The likelihood of such
occurrences and their potential effect on the Debtors vary from country to country and are
unpredictable. However, any such occurrences could be harmful to the Debtors business and the
Debtors profitability, thereby making it more difficult for the Debtors to make payments under the
Debtors indebtedness or resulting in a decline in the value of the New Visteon Common Stock.
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7. |
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Escalating Price Pressures From
Customers May Adversely Affect the Debtors Business |
Downward pricing pressures by automotive manufacturers is a characteristic of the automotive
industry. Virtually all automakers have implemented aggressive price reduction initiatives and
objectives each year with their suppliers, and such actions are expected to continue in the future.
In addition, estimating such amounts is subject to risk and uncertainties because any price
reductions are a result of negotiations and other factors. Accordingly, suppliers must be able to
reduce their operating costs in order to maintain profitability. The Debtors have taken steps to
reduce their operating costs and other actions to offset customer price reductions; however, price
reductions have impacted the Debtors sales and profit margins and are expected to continue to do
so in the future. If the Debtors are unable to offset customer price reductions in the future
through improved operating efficiencies, new manufacturing processes, sourcing alternatives and
other cost reduction initiatives, the Debtors results of operations and financial condition will
likely be adversely affected.
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8. |
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Inflation May Adversely Affect the Debtors Profitability
and the Profitability of the Debtors Tier 2 and Tier 3 Supply Base |
The automotive supply industry has experienced significant inflationary pressures, primarily
in ferrous and non-ferrous metals and petroleum-based commodities, such as resins. These
inflationary pressures have placed significant operational and financial burdens on automotive
suppliers at all levels, and are expected to continue for the foreseeable future. Generally, it has
been difficult to pass on, in total, the increased costs of raw materials and components used in
the manufacture of the Debtors products to their customers. In addition, the Debtors need to
maintain a continuing supply of raw materials and/or components has made it difficult to resist
price increases and surcharges imposed by their suppliers.
Further, this inflationary pressure, combined with other factors, has adversely impacted the
financial condition of several domestic automotive suppliers, and resulting in several significant
supplier bankruptcies. Because the Debtors purchase various types of equipment, raw materials, and
component parts from suppliers, the Debtors may be materially and adversely affected by the failure
of those suppliers to perform as expected. This non-performance may
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consist of delivery delays, failures caused by production issues, or delivery of non-conforming products, or supplier
insolvency or bankruptcy. Consequently, the Debtors efforts to continue to mitigate the effects
of these inflationary pressures may be insufficient if conditions worsen, thereby negatively
impacting the Debtors financial results.
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9. |
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The Debtors Could Be Negatively Impacted by Supplier Shortages |
In an effort to manage and reduce the costs of purchased goods and services, the Debtors, like
many suppliers and automakers, have been consolidating their supply base. As a result, the Debtors
are dependent on single or limited sources of supply for certain components used in the manufacture
of their products. The Debtors select their suppliers based on total value (including price,
delivery and quality), taking into consideration their production capacities and financial
condition. However, there can be no assurance that strong demand, capacity limitations or other
problems experienced by the Debtors suppliers will not result in occasional shortages or delays in
their supply of components. If the Debtors were to experience a significant or prolonged shortage
of critical components from any of their suppliers, particularly those who are sole sources, and
could not procure the components from other sources, the Debtors would be unable to meet their
production schedules for some of their key products or to ship such products to their customers in
timely fashion, which would adversely affect sales, margins, and customer relations.
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10. |
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Work Stoppages And Similar Events
Could Significantly Disrupt the Debtors Business |
Because the automotive industry relies heavily on just-in-time delivery of components during
the assembly and manufacture of vehicles, a work stoppage at one or more of the Debtors
manufacturing and assembly facilities could have material adverse effects on the business.
Similarly, if one or more of the Debtors customers were to experience a work stoppage, that
customer would likely halt or limit purchases of the Debtors products, which could result in the
shut down of the related manufacturing facilities. A significant disruption in the supply of a key
component due to a work stoppage at one of the Debtors suppliers or any other supplier could
have the same consequences, and accordingly, have a material adverse effect on the Debtors
financial results.
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11. |
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Impairment Charges Relating to the Debtors Assets
and Possible Increases to Their Valuation Allowances May
Have a Material Adverse Effect on Their Earnings and Results of Operations |
The Debtors recorded asset impairment charges of $9 million, $234 million and $95 million in
2009, 2008 and 2007, respectively, to adjust the carrying value of certain assets to their
estimated fair value. Additional asset impairment charges in the future may result in the Debtors
failure to achieve their internal financial plans, and such charges could materially affect the
Debtors results of operations and financial condition in the period(s) recognized. In addition,
the Debtors cannot provide assurance that they will be able to recover remaining net deferred tax
assets, which are dependent upon achieving future taxable income in certain foreign jurisdictions.
Failure to achieve its taxable income targets may change the Debtors assessment of the
recoverability of their remaining net deferred tax assets and would likely result in an
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increase in the valuation allowance in the applicable period. Any increase in the valuation allowance would
result in additional income tax expense, which could have a significant impact on the companys
future results of operations.
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12. |
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The Debtors Expected Annual Effective Tax Rate Could be Volatile and
Materially Change as a Result of Changes in Mix of Earnings and Other Factors |
Changes in the Debtors debt and capital structure, among other items, may impact their
effective tax rate. The Debtors overall effective tax rate is equal to consolidated tax expense
as a percentage of consolidated earnings before tax. However, tax expenses and benefits are not
recognized on a global basis but rather on a jurisdictional basis. Further, the Debtors are in a
position whereby losses incurred in certain tax jurisdictions generally provide no current
financial statement benefit. In addition, certain jurisdictions have statutory rates greater than
or less than the United States statutory rate. As such, changes in the mix and source of earnings
between jurisdictions could have a significant impact on the Debtors overall effective tax rate in
future periods. Changes in tax law and rates, changes in rules related to accounting for income
taxes, or adverse outcomes from tax audits that regularly are in process in any of the
jurisdictions in which the Debtors operate could also have a significant impact on the Debtors
overall effective rate in future periods.
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13. |
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The Debtors Ability to Effectively Operate
Could be Hindered if They Fail to Attract and Retain Key Personnel |
The Debtors ability to operate their business and implement their strategies effectively
depends, in part, on the efforts of their executive officers and other key employees. In addition,
the Debtors future success will depend on, among other factors, the ability to attract and retain
qualified personnel, particularly engineers and other employees with critical expertise and skills
that support key customers and products. The loss of the services of any key employees or the
failure to attract or retain other qualified personnel could have a material adverse effect on the
Debtors business.
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14. |
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Warranty Claims, Product Liability Claims,
and Product Recalls Could Harm the Debtors
Business, Results of Operations, and Financial Condition |
The Debtors face the inherent business risk of exposure to warranty and product liability Claims in the event that their products
fail to perform as expected or such failure results, or is alleged to result, in bodily injury or
property damage (or both). In addition, if any of the Debtors designed products are defective or
are alleged to be defective, the Debtors may be required to participate in a recall campaign. As
suppliers become more integrally involved in the vehicle design process and assume more of the
vehicle assembly functions, automakers are increasingly expecting them to warrant their products
and are increasingly looking to suppliers for contributions when faced with product liability
claims or recalls. A successful warranty or product liability claim against the Debtors in excess
of their available insurance coverage and established reserves, or a requirement that the Debtors
participate in a product recall campaign, could have materially adverse effects on the Debtors
business, results of operations, and financial condition.
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15. |
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The Debtors Business Could be Affected Adversely by Terrorism |
Terrorist-sponsored attacks, both foreign and domestic, could have adverse effects on the
Debtors business and results of operations. These attacks could accelerate or exacerbate other
automotive industry risks such as those described above and also have the potential to interfere
with the Debtors business by disrupting supply chains and the delivery of products to customers.
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16. |
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The Debtors are Involved From Time to
Time in Legal Proceedings and Commercial or
Contractual Disputes, Which Could Have an Adverse
Effect on Their Business, Results of Operations and Financial Position |
The Debtors are involved in legal proceedings and commercial or contractual disputes that,
from time to time, are significant. These are typically Claims that arise in the normal course of
business including, without limitation, commercial or contractual disputes (including disputes with
suppliers), intellectual property matters, personal injury Claims, and employment matters. No
assurances can be given that such proceedings and Claims will not have a material adverse impact on
the Debtors profitability and financial position.
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17. |
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Litigation Related to the VUK Pension Plan and VES Pension Plan
Could Materially Impact the Debtors Business and Recoveries Under the Plan |
As noted above, on October 15, 2009, the Visteon UK Pension Trustees Limited, in its capacity
as trustee of the VUK Pension Plan and on behalf of the beneficiaries of the VUK Pension Plan filed
Proofs of Claim against each of the Debtors asserting contingent and unliquidated Claims pursuant
to the UK Pensions Act 2004 and the UK Pensions Act 1995 for liabilities related to a funding
deficiency of the VUK Pension Plan. According to the Proofs of Claim, the VUK Pension Plan had a
funding deficiency of approximately $555 million as of March 31, 2009. The UK Pensions Regulator
has requested certain information from several
117
Visteon Entities, including certain Debtors, as part of its investigation as to whether to issue a financial support direction against one or more
Visteon Entities, including potentially one or more of the Debtors.
Visteon Engineering Services Pension Trustees Limited, trustee of the VES Pension Plan also
submitted Proofs of Claim against each of the Debtors asserting contingent and unliquidated claims
pursuant to the UK Pensions Act 2004 and the UK Pensions Act 1995 for liabilities related to an
alleged funding deficiency of the VES Pension Plan. According to the VES Proofs of Claim, the UK
Pensions Regulator has advised the trustee for the
VES Pension Plan that it has begun investigating funding issues related to the VES Pension
Plan. As of March 31, 2009, the VES Pension Plan was underfunded by an amount of approximately
$118.1 million according to the VES Proofs of Claim.
If the Pensions Regulator were to issue a financial support direction or contribution notice
against the Debtors with respect to the VUK Pension Plan and/or the VES Pension Plan, the Debtors
and certain of their non-Debtor Affiliates may be required to satisfy such Claims. To the extent
such Claims are deemed Allowed, they would constitute prepetition General Unsecured Claims against
the Debtors and could substantially dilute recoveries in Class H General Unsecured Claims. If
Allowed as prepetition General Unsecured Claims, such Claims would be subject to discharge under
the Plan to the fullest extent of the law pursuant to sections 524 and 1141 of the Bankruptcy Code.
Notwithstanding application of the Plan discharge, such discharge would not affect the UK Pensions
Regulators rights to assert Claims against Visteons non-Debtor Affiliates with respect to such
pension obligations, which may have a material adverse impact on the Debtors business going
forward to the extent any liability is established against any of the Debtors non-Debtor
Affiliates.
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18. |
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The Debtors Funding Levels of Pension
Plans Could Materially Deteriorate or the Debtors
May Be Unable to Generate Sufficient Excess Cash
Flow to Meet Increased Pension or OPEB Obligations |
Substantially all of the Debtors employees participate in defined benefit pension plans or
retirement/termination indemnity plans. Visteon also sponsors OPEB plans in the United States and
Canada. Visteons worldwide pension and OPEB obligations exposed the company to approximately $574
million in unfunded liabilities as of December 31, 2009, of which approximately $388 million and
$120 million was attributable to unfunded U.S. and non-U.S. pension obligations, respectively, and
$66 million was attributable to unfunded OPEB obligations. Visteon has previously experienced
declines in interest rates and pension asset values. Future declines in interest rates or the
market values of the securities held by the plans, or certain other changes, could materially
deteriorate the funded status of Visteons plans and affect the level and timing of required
contributions in 2010 and beyond. Additionally, a material deterioration in the funded status of
the plans could significantly increase pension expenses and reduce the companys profitability.
While the Bankruptcy Court approved termination of Visteons OPEB obligations, there is a risk that
the decision may be overturned on appeal. Visteon funds its OPEB obligations on a pay-as-you-go
basis; accordingly, the related plans have no assets. Visteon is subject to increased OPEB cash
outlays and costs due to, among other factors, rising health care costs. Increases in the expected
cost of health care in excess of
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current assumptions could increase actuarially determined liabilities and related OPEB expenses along with future cash outlays. Visteons assumptions used
to calculate pension and OPEB obligations as of the annual measurement date directly impact the
expense to be recognized in future periods. While Visteons management believes that these
assumptions are appropriate, significant differences in actual experience or significant changes in
these assumptions may materially affect the companys pension and OPEB obligations and future
expense. Visteons ability to generate sufficient cash to satisfy its obligations may be impacted
by the factors discussed herein.
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19. |
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The Debtors Could be Adversely
Impacted by Environmental Laws and Regulations |
The Debtors operations are subject to U.S. and foreign environmental laws and regulations
governing emissions to air; discharges to water; the generation, handling, storage, transportation,
treatment and disposal of waste materials; and the cleanup of contaminated properties. Currently,
environmental costs with respect to former, existing or subsequently acquired operations are not
material, but there is no assurance that the Debtors will not be adversely impacted by such costs,
liabilities or Claims in the future either under present laws and regulations or those that may be
adopted or imposed in the future.
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20. |
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Developments or Assertions by or Against the Debtors
Relating to Intellectual Property Rights Could Materially Impact Their Business |
The Debtors own significant intellectual property, including a large number of patents,
trademarks, copyrights and trade secrets, and are involved in numerous licensing arrangements. The
Debtors intellectual property plays an important role in maintaining their competitive position in a number of the
markets served. Developments or assertions by or against the Debtors relating to intellectual
property rights could materially impact the Debtors business. Significant technological
developments by others also could materially and adversely affect the Debtors business and results
of operations and financial condition.
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Risks Associated with Forward Looking Statements |
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1. |
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Financial Information Is Based on the Debtors Books and
Records and, Unless Otherwise Stated, No Audit Was Performed |
The financial information contained in this Disclosure Statement has not been audited. In
preparing this Disclosure Statement, the Debtors relied on financial data derived from their books
and records that was available at the time of such preparation. Although the Debtors have used
their reasonable business judgment to ensure the accuracy of the financial information provided in
this Disclosure Statement, and while the Debtors believe that such financial information fairly
reflects, in all material respects, the financial results of the Debtors, the Debtors are unable to
warrant or represent that the financial information contained herein and attached hereto is without
inaccuracies.
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2. |
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Financial Projections and Other Forward Looking
Statements Are Not Assured, Are Subject to Inherent |
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Uncertainty Due to Numerous Assumptions Upon Which
They Are Based and, as a Result, Actual Results May Vary |
This Disclosure Statement contains various projections concerning the financial results of the
Reorganized Debtors operations, including the Financial Projections that are, by their nature,
forward looking, and which projections are necessarily based on certain assumptions and estimates.
Should any or all of these assumptions or estimates ultimately prove to be incorrect, the actual
future financial results of the Reorganized Debtors may turn out to be different from the Financial
Projections. The Financial Projections do not reflect emergence adjustments, including the impact
of fresh start accounting.
Specifically, the projected financial results contained in this Disclosure Statement reflect
numerous assumptions concerning the anticipated future performance of the Reorganized Debtors, some
of which may not materialize, including, without limitation, assumptions concerning: (a) the
magnitude of the potential adverse impacts of the filing of the Chapter 11 Cases on the Debtors
business, financial condition, or results of operations, including the Debtors ability to maintain
contracts, trade credit and other customer and vendor relationships that are critical to their
business and the actions and decisions of their Creditors and other third parties with interests in
the Chapter 11 Cases; (b) the Debtors ability to obtain approval of Bankruptcy Court with respect
to motions in the Chapter 11 Cases prosecuted from time to time and to develop, prosecute, confirm,
and consummate one or more plans of reorganization with respect to the Chapter 11 Cases and to
consummate all of the transactions contemplated by one or more such plans or upon which
consummation of such plans may be conditioned; (c) the timing of Confirmation and Consummation of
one or more plans of reorganization in accordance with its terms; (d) the anticipated future
performance of Reorganized Visteon, including, without limitation, the Debtors ability to maintain
or increase revenue and gross margins, control future operating expenses or make necessary capital
expenditures; (e) general economic conditions in the markets in which the Debtors operate,
including changes in interest rates or currency exchange rates; (f) the financial condition of the
Debtors customers or suppliers; (g) changes in actual industry vehicle production levels from the
Debtors current estimates; (h) fluctuations in the production of vehicles for which the Debtors
are a supplier; (i) the loss of business with respect to, or the lack of commercial success of, a
vehicle model for which the Debtors are a significant supplier, including further declines in sales
of full-size pickup trucks and large sport utility vehicles; (j) disruptions in the relationships
with the Debtors suppliers; (k) labor disputes involving the Debtors or their significant
customers or suppliers, or other labor disputes that otherwise affect the Debtors; (l) the Debtors
ability to achieve cost reductions that offset or exceed customer-mandated selling price
reductions; (m) the outcome of customer negotiations; (n) the impact and timing of program launch
costs; (o) the costs, timing, and success of restructuring actions; (p) increases in the Debtors
warranty or product liability costs; (q) risks associated with conducting business in foreign
countries; (r) competitive conditions impacting the Debtors key customers and suppliers; (s) the
cost and availability of raw materials and energy; (t) the Debtors ability to mitigate increases
in raw material, energy, and commodity costs; (u) the outcome
of legal or regulatory proceedings to which the Debtors are or may become parties; (v)
unanticipated changes in Cash flow, including the Debtors ability to align vendor payment terms
with those of their customers; (w) further impairment charges initiated by adverse industry or
market developments; (x) the impact and duration of domestic and foreign government initiatives
designed to assist the automotive industry; and (y) other risks described
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herein and from time to time in Visteon Corporations Securities and Exchange Commission filings.
Future operating results will be based on various factors, including actual industry production
volumes, commodity prices, and the Debtors success in implementing their operating strategy.
Due to the inherent uncertainties associated with projecting financial results generally, the
projections contained in this Disclosure Statement will not be considered assurances or
guarantees of the amount of funds or the amount of Claims that may be Allowed in the various
Classes. While the Debtors believe that the Financial Projections contained in this Disclosure
Statement are reasonable, there can be no assurance that they will be realized.
F. Disclosure Statement Disclaimer
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This Disclosure Statement Was Not
Approved by the Securities and Exchange Commission |
This Disclosure Statement was not filed with the Commission under the Securities Act or
applicable state securities laws. Neither the Commission nor any state regulatory authority has
passed upon the accuracy or adequacy of this Disclosure Statement, or the exhibits or the
statements contained herein, and any representation to the contrary is unlawful.
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Reliance on Exemptions from Registration Under the Securities Act |
This Disclosure Statement has been prepared pursuant to section 1125 of the Bankruptcy Code
and Rule 3016(b) of the Federal Rules of Bankruptcy Procedure and is not necessarily in accordance
with federal or state securities laws or other similar laws. The offer of New Visteon Common Stock
to holders of certain Classes of Claims has not been registered under the Securities Act or similar
state securities or blue sky laws. To the maximum extent permitted by section 1145 of the
Bankruptcy Code, the Securities Act and other applicable nonbankruptcy law, the issuance of the New
Visteon Common Stock (including the shares reserved for issuance under the Management Equity
Incentive Program) will be exempt from registration under the Securities Act by virtue of Section
1145 of the Bankruptcy Code, section 4(2) of the Securities Act, or Regulation D promulgated
thereunder, Rule 701 of the Securities Act or a no sale under the Securities Act as described
herein.
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This Disclosure Statement May Contain Forward Looking Statements |
This Disclosure Statement may contain forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements consist of any statement other
than a recitation of historical fact and can be identified by the use of forward looking
terminology such as may, expect, anticipate, estimate, or continue or the negative
thereof or other variations thereon or comparable terminology. The reader is cautioned that all
forward looking statements are necessarily speculative and there are certain risks and
uncertainties that could cause actual events or results to differ materially from those
referred to in such forward looking statements. The Liquidation Analyses, distribution
projections, and other information contained herein and attached hereto are estimates only, and the
timing and amount of actual distributions to holders of Allowed Claims may be affected by many
factors
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that cannot be predicted. Therefore, any analyses, estimates, or recovery projections may
or may not turn out to be accurate.
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No Legal or Tax Advice Is Provided to You by this Disclosure Statement |
This Disclosure Statement is not legal advice to you. The contents of this Disclosure
Statement should not be construed as legal, business or tax advice. Each holder of a Claim or an
Equity Interest should consult his or her own legal counsel and accountant with regard to any
legal, tax and other matters concerning his or her Claim or Interest. This Disclosure Statement
may not be relied upon for any purpose other than to determine how to vote on the Plan or object to
Confirmation of the Plan.
The information and statements contained in this Disclosure Statement will neither (a)
constitute an admission of any fact or liability by any Entity (including, without limitation, the
Debtors) nor (b) be deemed evidence of the tax or other legal effects of the Plan on the Debtors,
the Reorganized Debtors, holders of Allowed Claims or Interests, or any other parties in interest.
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Failure to Identify Litigation Claims or Projected Objections |
No reliance should be placed on the fact that a particular litigation Claim or projected
objection to a particular Claim or Equity Interest is, or is not, identified in this Disclosure
Statement. The Debtors or the Reorganized Debtors may seek to investigate, file, and prosecute
Claims and Interests and may object to Claims after the Confirmation or Effective Date of the Plan
irrespective of whether this Disclosure Statement identifies such Claims or Objections to Claims.
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No Waiver of Right to Object or Right to Recover Transfers and Assets |
The vote by a holder of an Allowed Claim for or against the Plan does not constitute a waiver
or release of any Claims or rights of the Debtors (or any party in interest, as the case may be) to
object to that holders Allowed Claim, or recover any preferential, fraudulent or other voidable
transfer or assets, regardless of whether any Claims or Causes of Action of the Debtors or their
respective Estates are specifically or generally identified herein.
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Information Was Provided by the Debtors
and Was Relied Upon by the Debtors Advisors |
Counsel to and other advisors retained by the Debtors have relied upon information provided by
the Debtors in connection with the preparation of this Disclosure Statement. Although counsel to
and other advisors retained by the Debtors have performed certain limited due diligence in
connection with the preparation of this Disclosure Statement, they have not independently verified
the information contained herein.
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Potential Exists for Inaccuracies, and the Debtors Have No Duty to
Update |
The statements contained in this Disclosure Statement are made by the Debtors as of the date
hereof, unless otherwise specified herein, and the delivery of this Disclosure Statement after that
date does not imply that there has not been a change in the information set forth herein since that
date. While the Debtors have used their reasonable business judgment to ensure the accuracy of all
of the information provided in this Disclosure Statement and in the Plan, the Debtors nonetheless
cannot, and do not, confirm the current accuracy of all statements appearing in this Disclosure
Statement. Further, although the Debtors may subsequently update the information in this
Disclosure Statement, the Debtors have no affirmative duty to do so unless ordered to do so by the
Bankruptcy Court.
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No Representations Outside this Disclosure Statement Are Authorized |
No representations concerning or relating to the Debtors, the Chapter 11 Cases, or the Plan
are authorized by the Bankruptcy Court or the Bankruptcy Code, other than as set forth in this
Disclosure Statement. Any representations or inducements made to secure your acceptance or
rejection of the Plan that are other than as contained in, or included with, this Disclosure
Statement, should not be relied upon by you in arriving at your decision. You should promptly
report unauthorized representations or inducements to the counsel for the Debtors, the counsel for
the Creditors Committee and the United States Trustee.
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Liquidation Under Chapter 7 |
If no plan can be Confirmed, the Debtors Chapter 11 Cases may be converted to cases under
chapter 7 of the Bankruptcy Code, pursuant to which a trustee would be elected or appointed to
liquidate the assets of the Debtors for distribution in accordance with the priorities established
by the Bankruptcy Code. A discussion of the effects that a chapter 7 liquidation would have on the
recoveries of holders of Claims and the Debtors Liquidation Analyses is described herein and
attached hereto as Exhibit D.
ARTICLE IX.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of certain United States federal income tax consequences of the
Plan to the Debtors and certain holders of Claims. This summary is based on the Internal Revenue
Code, Treasury Regulations thereunder (Treasury Regulations) and administrative and
judicial interpretations and practice, all as in effect on the date of this Disclosure Statement
and all of which are subject to change, with possible retroactive effect. Due to the lack of
definitive judicial and administrative authority in a number of areas, substantial uncertainty may
exist with respect to some of the tax consequences described below. No opinion of counsel has been
obtained and the Debtors do not intend to seek a ruling from the Internal Revenue Service as to any
of the tax consequences of the Plan discussed below. There can be no assurance that the Internal
Revenue Service will not challenge one or more of the tax consequences of the Plan described below.
This summary does not apply to holders of Claims that are not United States Persons (as such
term is defined in the Internal Revenue Code) or that are otherwise subject to special
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treatment under United States federal income tax law (including, without limitation, banks,
governmental authorities or agencies, financial institutions, insurance companies, pass-through
Entities, tax-exempt organizations, brokers and dealers in securities, mutual funds, small business
investment companies, employees, persons who received their Claims or Interests pursuant to the
exercise of an employee stock option or otherwise as compensation, persons holding Claims or
Interests that are a hedge against, or that are hedged against, currency risk or that are part of a
straddle, constructive sale, or conversion transaction and regulated investment companies). The
following discussion assumes that holders of Allowed Claims hold such Claims as capital assets
within the meaning of section 1221 of the Internal Revenue Code. Moreover, this summary does not
purport to cover all aspects of United States federal income taxation that may apply to the Debtors
and holders of Allowed Claims based upon their particular circumstances. Additionally, this
summary does not discuss any tax consequences that may arise under any laws other than United
States federal income tax law, including under state, local or foreign tax law.
ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IS
FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED
UPON THE INDIVIDUAL CIRCUMSTANCES PERTAINING TO A HOLDER OF A CLAIM. ALL HOLDERS OF CLAIMS ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS FOR THE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES
APPLICABLE UNDER THE PLAN.
INTERNAL REVENUE SERVICE CIRCULAR 230 DISCLOSURE: TO ENSURE COMPLIANCE WITH
REQUIREMENTS IMPOSED BY THE INTERNAL REVENUE SERVICE, ANY TAX ADVICE CONTAINED IN THIS DISCLOSURE
STATEMENT (INCLUDING ANY ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY
ANY TAXPAYER FOR THE PURPOSE OF AVOIDING TAX-RELATED PENALTIES UNDER THE INTERNAL REVENUE CODE.
TAX ADVICE CONTAINED IN THIS DISCLOSURE STATEMENT (INCLUDING ANY ATTACHMENTS) IS WRITTEN TO SUPPORT
THE PROMOTION AND MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED BY THIS DISCLOSURE STATEMENT.
EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYERS PARTICULAR CIRCUMSTANCES FROM AN
INDEPENDENT TAX ADVISOR.
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Certain United States Federal Income Tax Consequences to Holders of Allowed Claims |
The United States federal income tax consequences to holders of certain Allowed Claims will
depend on whether the Allowed Claims are treated as securities of Visteon for purposes of the
reorganization provisions of the Internal Revenue Code. Whether an instrument constitutes a
security is determined based on all the facts and circumstances, but most authorities have held
that the term-length of a debt instrument at issuance is an important factor in determining whether
such an instrument is a security for United States federal income tax purposes. These authorities
have indicated that a term of less than five years is evidence that the instrument is not a
security, whereas a term of ten years or more is evidence that such debt instrument is a security.
There are numerous other factors that could be taken into account in determining whether a debt
instrument is a security, including, without limitation: (1) the security for
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payment; (2) the creditworthiness of the obligor; (3) the subordination or lack thereof to
other Creditors; (4) the right to vote or otherwise participate in the management of the obligor;
(5) convertibility of the instrument into an Interest of the obligor; (6) whether payments of
interest are fixed, variable or contingent; and (7) whether such payments are made on a current
basis or accrued. The Debtors intend to take the position that, while not free from doubt, the
Term Loan Facility Claims, 12.25% Senior Notes Claims, 7.00% Senior Notes Claims and 8.25% Senior
Notes Claims are securities.
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Consequences to Holders of Allowed Class E Term Loan Facility Claims,
Class F 12.25% Senior Notes Claims and Class G General Unsecured Claims |
Pursuant to the Plan, Allowed Class E Term Loan Facility Claims, Class F 12.25% Senior Notes
Claims and Class G General Unsecured Claims will be exchanged for the issuance of New Visteon
Common Stock or, in the case of a Class G General Unsecured Claim holder that elects to be treated
as an Allowed Class M Claim, Cash.
To the extent that the Allowed Term Loan Facility Claims, 12.25% Senior Notes Claims and
General Unsecured Claims are treated as securities of Visteon, then the exchange of such Allowed
Claims so treated for New Visteon Common Stock pursuant to the Plan should be treated as a
recapitalization and, therefore, a tax-free reorganization. In such case, each holder of such
Allowed Claims should not recognize any gain or loss on the exchange, except to the extent that a
portion of the consideration received in exchange for the Allowed Claims is allocable to Accrued
but Untaxed Interest, the holder may recognize ordinary income (as discussed in greater detail in
Section A.3 of this Article IX herein, Accrued but Untaxed Interest). Such holder should
obtain a tax basis in the New Visteon Common Stock received equal to the tax basis of the Allowed
Claims surrendered and should have a holding period for the New Visteon Common Stock that includes
the holding period for the Allowed Claims exchanged therefore, provided, however, that the tax
basis of any New Visteon Common Stock (or portion thereof) treated as received in satisfaction of
accrued interest should equal the amount of such accrued interest, and the holding period for such
New Visteon Common Stock (or portion thereof) should not include the holding period of the Allowed
Claims exchanged therefor.
To the extent that the Allowed Term Loan Facility Claims, 12.25% Senior Notes Claims and
General Unsecured Claims are not treated as securities of Visteon, a holder of such Allowed Claims
will be treated as exchanging its Allowed Claims for New Visteon Common Stock in a taxable exchange
under section 1001 of the Internal Revenue Code. Accordingly, each holder of such Allowed Claims
should recognize capital gain or loss equal to the difference between: (a) the fair market value of
the New Visteon Common Stock (as of the date the they are distributed to the holder) received in
exchange for the Allowed Claims and (b) the holders adjusted basis, if any, in the Allowed Claims.
Such gain or loss should be (subject to the market discount rules described below) long-term
capital gain or loss if the holder has a holding period for Allowed Claims of more than one year.
The deductibility of capital losses is subject to limitations. To the extent that a portion of the
consideration received in exchange for the Allowed Claims is allocable to Accrued but Untaxed
Interest, the holder may recognize ordinary income (as discussed in greater detail in Section A.3
of this Article IX, Accrued but Untaxed Interest). A holders tax basis in the shares of New
Visteon Common Stock should equal their fair market
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value as of the date they are distributed to the holder. A holders holding period for New
Visteon Common Stock should begin on the day following the Effective Date.
To the extent that a holder of an Allowed Class G General Unsecured Claim elects to be treated
as a Class M Claim, the holder will be treated as exchanging its Allowed Claims for Cash. A holder
who receives Cash should recognize capital gain or loss equal to the difference between (a) the
amount of Cash that is not allocable to accrued interest and (b) the holders tax basis in the
Allowed Claims surrendered therefor by the holder. Such gain or loss should be (subject to the
market discount rules described below) long-term capital gain or loss if the holder has a holding
period for Allowed Claims of more than one year. To the extent that a portion of the Cash received
in exchange for the Allowed Claims is allocable to Accrued but Untaxed Interest, the holder may
recognize ordinary income (as discussed in greater detail in Section A.3 of this Article IX herein,
Accrued but Untaxed Interest).
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Consequences to Holders of Allowed Class A ABL
Claims, Class C Other Secured Claims, Class D Other
Priority Claims, and Class H Trade Claims |
Pursuant to the Plan, Allowed Class A ABL Claims, Class C Other Secured Claims, Class D Other
Priority Claims, and Class H Trade Claims will be exchanged for Cash or, in the case of certain
Secured Claims, the collateral securing such Claims. A holder who receives Cash or collateral
should recognize capital gain or loss equal to the difference between (a) the amount of Cash and/or
the fair market value of any collateral received that is not allocable to accrued interest and (b)
the holders tax basis in the Allowed Claims surrendered therefor by the holder. Such gain or loss
should be (subject to the market discount rules described below) long-term capital gain or loss
if the holder has a holding period for Allowed Claims of more than one year. To the extent that a
portion of the Cash and/or collateral received in exchange for the Allowed Claims is allocable to
Accrued but Untaxed Interest, the holder may recognize ordinary income (as discussed in greater
detail in Section A.3 of this Article IX herein, Accrued but Untaxed Interest).
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Accrued but Untaxed Interest |
A portion of the consideration received by holders of Claims may be attributable to Accrued
but Untaxed Interest on such Claims. Such amount should be taxable to that holder as interest
income if such accrued interest has not been previously included in the holders gross income for
United States federal income tax purposes. Conversely, holders of Claims may be able to recognize
a deductible loss to the extent any accrued interest on the Claims was previously included in the
holders gross income but was not paid in full by the Debtors.
If the fair value of the consideration is not sufficient to fully satisfy all principal and
interest on Allowed Claims, the extent to which such consideration will be attributable to Accrued
but Untaxed Interest is unclear. Under the Plan, the aggregate consideration to be distributed to
holders of Allowed Claims in each Class will be allocated first to the principal amount of Allowed
Claims, with any excess allocated to unpaid interest that accrued on such Claims, if any. Certain
legislative history indicates that an allocation of consideration as between principal and interest
provided in a chapter 11 plan of reorganization is binding for
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United States federal income tax purposes, while certain Treasury Regulations treat payments
as allocated first to any accrued but unpaid interest. The Internal Revenue Service could take the
position that the consideration received by the holder should be allocated in some way other than
as provided in the Plan. Holders of Claims should consult their own tax advisors regarding the
proper allocation of the consideration received by them under the Plan.
Holders who exchange Allowed Claims for New Visteon Common Stock may be affected by the
market discount provisions of sections 1276 through 1278 of the Internal Revenue Code. Under
these provisions, some or all of the gain realized by a holder may be treated as ordinary income
(instead of capital gain), to the extent of the amount of accrued market discount on such Allowed
Claims.
In general, a debt obligation with a fixed maturity of more than one year that is acquired by
a holder on the secondary market (or, in certain circumstances, upon original issuance) is
considered to be acquired with market discount as to that holder if the debt obligations stated
redemption price at maturity (or revised issue price as defined in section 1278 of the Internal
Revenue Code, in the case of a debt obligation issued with original issue discount) exceeds the tax
basis of the debt obligation in the holders hands immediately after its acquisition. However, a
debt obligation is not a market discount bond if the excess is less than a statutory de
minimis amount (equal to 0.25% of the debt obligations stated redemption price at maturity
or revised issue price, in the case of a debt obligation issued with original issue discount,
multiplied by the number of complete years remaining until maturity at the time of the
acquisition).
Any gain recognized by a holder on the taxable disposition of Allowed Claims (determined as
described above) that were acquired with market discount should be treated as ordinary income to
the extent of the market discount that accrued thereon while the Allowed Claims were considered to
be held by the holder (unless the holder elected to include market discount in income as it
accrued). To the extent that the Allowed Claims that were acquired with market discount are
exchanged in a tax-free transaction for other property (as may occur here), any market discount
that accrued on the Allowed Claims (i.e., up to the time of the exchange) but was not recognized by
the holder is carried over to the property received therefor and any gain recognized on the
subsequent sale, exchange, redemption or other disposition of such property is treated as ordinary
income to the extent of such accrued, but not recognized, market discount.
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Information Reporting and Backup Withholding |
In general, information reporting requirements may apply to distributions or payments under
the Plan. Additionally, under the backup withholding rules, a holder of a Claim may be subject to
backup withholding (currently at a rate of 28%) with respect to distributions or payments made
pursuant to the Plan unless that holder: (a) comes within certain exempt categories (which
generally include corporations) and, when required, demonstrates that fact; or (b) timely provides
a correct taxpayer identification number and certifies under penalty of perjury that the taxpayer
identification number is correct and that the holder is not subject to backup withholding because
of a failure to report all dividend and interest income. Backup withholding is not an additional
tax but is, instead, an advance payment that may be refunded to
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the extent it results in an overpayment of tax; provided, however, that the
required information is timely provided to the Internal Revenue Service.
The Debtors will, through the Distribution Agent, withhold all amounts required by law to be
withheld from payments of interest. The Debtors will comply with all applicable reporting
requirements of the Internal Revenue Service.
THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. THE FOREGOING
SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT
TO A PARTICULAR HOLDER OF A CLAIM IN LIGHT OF SUCH HOLDERS CIRCUMSTANCES AND INCOME TAX SITUATION.
ALL HOLDERS OF CLAIMS AGAINST THE DEBTORS SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE
PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTION CONTEMPLATED BY THE RESTRUCTURING, INCLUDING
THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF ANY CHANGE IN
APPLICABLE TAX LAWS.
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Certain United States Federal Income Tax Consequences to the Reorganized Debtors |
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Cancellation of Debt and Reduction of Tax Attributes |
In general, absent an exception, a debtor will realize and recognize cancellation of debt
income (COD Income) upon satisfaction of its outstanding indebtedness for total
consideration less than the amount of such indebtedness. The amount of COD Income, in general, is
the excess of (a) the adjusted Issue Price of the indebtedness satisfied, over (b) the sum of (i)
the amount of Cash paid, and (ii) the fair market value of any new consideration (including stock
of the debtor) given in satisfaction of such indebtedness at the time of the exchange.
A debtor will not, however, be required to include any amount of COD Income in gross income if
the debtor is under the jurisdiction of a court in a case under chapter 11 of the Bankruptcy Code
and the discharge of debt occurs pursuant to that proceeding. Instead, as a consequence of such
exclusion, a debtor must reduce its tax attributes by the amount of COD Income that it excluded
from gross income pursuant to the rule discussed in the preceding sentence. In general, tax
attributes will be reduced in the following order: (a) NOLs and NOL carryforwards; (b) general
business and minimum tax credit carryovers; (c) capital loss carryovers; (d) tax basis in assets;
and (e) foreign tax credit carryovers. A debtor with COD Income may elect first to reduce the
basis of its depreciable assets pursuant to section 108(b)(5) of the Internal Revenue Code. The
reduction in tax attributes occurs only after the tax for the year of the debt discharge has been
determined. Any excess COD Income over the amount of available tax attributes is not subject to
United States federal income tax and has no other United States federal income tax impact.
The Treasury Regulations address the method and order for applying tax attribute reduction to
an affiliated group of corporations. Under these regulations, the tax attributes of each member of
an affiliated group of corporations that is excluding COD Income is first subject to reduction. To
the extent the debtor members tax basis in stock of a lower-tier member of the
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affiliated group is reduced, a look through rule requires that a corresponding reduction be
made to the tax attributes of the lower-tier member. If a debtor members excluded COD Income
exceeds its tax attributes, the excess COD Income is applied to the reduction of certain remaining
consolidated tax attributes of the affiliated group. Because the Plan provides that holders of
certain Allowed Claims will receive New Visteon Common Stock, the amount of COD Income, and
accordingly the amount of tax attributes required to be reduced, will depend on the fair market
value of the New Visteon Common Stock exchanged therefor. This value cannot be known with
certainty until after the Effective Date. However, as a result of Consummation, the Debtors expect
that there could be material reductions in NOLs, NOL carryforwards, or other tax attributes
including the Reorganized Debtors tax basis in their assets.
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Limitation of NOL Carry Forwards and Other Tax Attributes |
The Reorganized Debtors may have NOL carryovers and other tax attributes at emergence. The
amount of such NOL carryovers that will be available to the Reorganized Debtors at emergence is
based on a number of factors and is impossible to calculate at this time. Some of the factors that
will impact the amount of available NOLs include: (i) the amount of tax losses incurred by the
Debtors in 2009 and 2010; (ii) the value of the New Visteon Common Stock; and (iii) the amount of
COD Income incurred by the Debtors in connection with Consummation. The Debtors anticipate that
subsequent utilization of any losses and NOL carryovers remaining and possibly certain other tax
attributes may be restricted as a result of and upon Consummation.
Following Consummation, the Debtors anticipate that any remaining NOL carryover, capital loss
carryover, tax credit carryovers and, possibly, certain other tax attributes (such as losses and
deductions that have accrued economically but are unrecognized as of the date of the ownership
change) of the Reorganized Debtors allocable to periods prior to the Effective Date (collectively,
the Pre-Change Losses) may be subject to limitation under sections 382 and 383 of the
Internal Revenue Code as a result of an ownership change of the Reorganized Debtors by reason of
the transactions pursuant to the Plan.
Under sections 382 and 383 of the Internal Revenue Code, if a corporation undergoes an
ownership change, the amount of its Pre-Change Losses that may be utilized to offset future
taxable income generally is subject to an annual limitation. As discussed in greater detail
herein, the Debtors anticipate that the issuance of the New Visteon Common Stock pursuant to the
Plan will result in an ownership change of the Reorganized Debtors for these purposes, and that
the Debtors use of their NOL carryovers and other Pre-Change Losses will be subject to limitation
unless an exception to the general rules of section 382 of the Internal Revenue Code applies.
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General Section 382 Annual Limitation |
In general, the amount of the annual limitation to which a corporation that undergoes an
ownership change would be subject is equal to the product of (a) the fair market value of the
stock of the corporation immediately before the ownership change (with certain adjustments)
multiplied by (b) the long-term tax-exempt rate (which is the highest of the adjusted Federal
long-term rates in effect for any month in the 3-calendar-month period ending with the calendar
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month in which the ownership change occurs). Any unused limitation may be carried forward,
thereby increasing the annual limitation in the subsequent taxable year.
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Special Bankruptcy Exceptions |
An exception to the foregoing annual limitation rules generally applies when so-called
qualified creditors of a debtor company in chapter 11 receive, in respect of their Claims, at
least 50% of the vote and value of the stock of the reorganized debtor (or a controlling
corporation if also in chapter 11) pursuant to a confirmed chapter 11 plan (the 382(l)(5)
Exception). Under the 382(l)(5) Exception, a debtors Pre-Change Losses are not limited on an
annual basis but, instead, are required to be reduced by the amount of any interest deductions
Claimed during the three taxable years preceding the effective date of the plan of reorganization,
and during the part of the taxable year prior to and including the effective date of the plan of
reorganization, in respect of all debt converted into stock in the reorganization. If the
382(l)(5) Exception applies and the Reorganized Debtors undergo another ownership change within
two years after Consummation, then the Reorganized Debtors Pre-Change Losses effectively would be
eliminated in their entirety.
Where the 382(l)(5) Exception is not applicable (either because the debtor does not qualify
for it or the debtor otherwise elects not to utilize the 382(l)(5) Exception), a second special
rule will generally apply (the 382(l)(6) Exception). Under the 382(l)(6) Exception, the
limitation will be calculated by reference to the lesser of the value of the debtor corporations
new stock (with certain adjustments) immediately after the ownership change or the value of such
debtor corporations assets (determined without regard to liabilities) immediately before the
ownership change. This differs from the ordinary rule that requires the fair market value of a
debtor corporation that undergoes an ownership change to be determined before the events giving
rise to the change. The 382(l)(6) Exception also differs from the 382(l)(5) Exception in that
under it, the debtor corporation is not required to reduce their NOLs by the amount of interest
deductions Claimed within the prior three-year period, and the debtor may undergo a change of
ownership within two years without triggering the elimination of its NOLs.
While it is not certain, it is doubtful at this point that the Debtors will elect to utilize
the 382(l)(5) Exception. In the event that the Debtors do not use the 382(l)(5) Exception, the
Debtors expect that their use of any remaining NOLs after the Effective Date will be subject to
limitation based on the rules discussed above, but taking into account the 382(l)(6) Exception.
Regardless of whether the Reorganized Debtors take advantage of the 382(l)(6) Exception or the
382(l)(5) Exception, the Reorganized Debtors use of their Pre-Change Losses after the Effective
Date may be adversely affected if an ownership change within the meaning of section 382 of the
Internal Revenue Code were to occur after the Effective Date. With respect to any ownership change
after the Effective Date, NOLs and other tax attributes attributable to the period prior to the
Effective Date are treated as Pre-Change Losses for the latter ownership change as well, with the
result that such NOLs will be subject to the smaller of the earlier annual limitation and any later
annual limitations.
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Alternative Minimum Tax |
In general, an alternative minimum tax (AMT) is imposed on a corporations
alternative minimum taxable income (AMTI) at a 20% rate to the extent such tax exceeds
the corporations regular federal income tax for the year. AMTI is generally equal to regular
taxable income with certain adjustments. For purposes of computing AMTI, certain tax deductions
and other beneficial allowances are modified or eliminated. For example, except for alternative
tax NOLs generated in or deducted as carryforwards in taxable years ending in 2001 and 2002, which
can offset 100% of a corporations AMTI, only 90% of a corporations AMTI may be offset by
available alternative tax NOL carryforwards. The effect of this rule could cause Reorganized
Visteon to owe a modest amount of federal and state income tax on taxable income in future years
even if NOL carryforwards are available to offset that taxable income. Additionally, under section
56(g)(4)(G) of the Internal Revenue Code, an ownership change (as discussed above) that occurs with
respect to a corporation having a net unrealized built-in loss in its assets will cause, for AMT
purposes, the adjusted basis of each asset of the corporation immediately after the ownership
change to be equal to its proportionate share (determined on the basis of respective fair market
values) of the fair market value of the assets of the corporation, as determined under section
382(h) of the Internal Revenue Code, immediately before the ownership change, the effect of which
may increase the amount of AMT owed by the Reorganized Debtors.
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ARTICLE X.
RECOMMENDATION
The Debtors recommend the Plan because it provides for greater distributions to the holders of
Claims and Interests than would otherwise result in a liquidation under chapter 7 of the Bankruptcy
Code. In addition, any alternative other than Confirmation could result in extensive delays and
increased administrative expenses resulting in smaller distributions to the holders of Claims.
Accordingly, the Debtors recommend that holders of Claims entitled to vote on the Plan support
Confirmation and vote to accept the Plan.
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Respectfully submitted, |
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Van Buren Township, Michigan
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Dated: |
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By: |
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Name: |
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Title: |
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VISTEON CORPORATION (for itself and all other
Debtors) |
132
Exhibit A
Joint Plan of Reorganization of Visteon Corporation and Its Debtor Affiliates
Pursuant to Chapter 11 of the United States Bankruptcy Codes
[Included as Exhibit 99.1 to Current Report on Form 8-K]
Exhibit B
Approved Disclosure Statement Order [To Be Filed]
Exhibit C
Reorganized Debtors Financial Projections
VISTEON CORPORATION
Financial Projections
FINANCIAL PROJECTIONS
The Debtors developed financial projections (the Financial Projections) to support the
feasibility of the First Amended Joint Plan of Reorganization of Visteon Corporation and
Its Debtor Affiliates Pursuant to Chapter 11 of the United States Bankruptcy Court (the
Plan).1
THE FINANCIAL PROJECTIONS ARE BASED UPON A NUMBER OF SIGNIFICANT ASSUMPTIONS. ACTUAL OPERATING
RESULTS AND VALUES MAY VARY SIGNIFICANTLY FROM THESE FINANCIAL PROJECTIONS.
Overview of Financial Projections
As a condition to Confirmation, the Bankruptcy Code requires, among other things, the
Bankruptcy Court to find that Confirmation is not likely to be followed by either a liquidation or
the need to further reorganize the Debtors. In connection with developing the Plan, and for
purposes of determining whether the Plan satisfies feasibility standards, the Debtors management
has, through the development of the Financial Projections, analyzed the Reorganized Debtors
ability to meet their obligations under the Plan and to maintain sufficient liquidity and capital
resources to conduct their businesses. The Financial Projections will also assist each holder of a
Claim in determining whether to accept or reject the Plan. The Debtors prepared the Financial
Projections in good faith, based upon estimates and assumptions made by the Debtors management.
The estimates and assumptions in the Financial Projections, while considered reasonable by
management, may not be realized, and are inherently subject to uncertainties and contingencies.
They are also based on factors such as industry performance, general business, economic,
competitive, regulatory, market and financial conditions, all of which are difficult to predict and
generally beyond the Debtors control. Because future events and circumstances may well differ
from those assumed, and unanticipated events or circumstances may occur, the Debtors expect that
the actual and projected results will differ and the actual results may be materially greater or
less than those contained in the Financial Projections. No representations can be made as to the
accuracy of the Financial Projections or the Reorganized Debtors ability to achieve the projected
results. Therefore, the Financial Projections may not be relied upon as a guarantee or as any
other form of assurance as to the actual results that will occur. The inclusion of the Financial
Projections herein should not be regarded as an indication that the Debtors considered or consider
the Financial Projections to reliably predict future performance. The Financial Projections are
subjective in many respects, and thus are susceptible to multiple interpretations and periodic
revisions based on actual experience and future developments. The Debtors do not intend to update
or otherwise revise the Financial Projections to reflect the occurrence of future events, even in
the event that assumptions underlying the Financial Projections are not borne out. The Financial
Projections should be read in conjunction with the assumptions and qualifications set forth herein.
In general, as illustrated by the Financial Projections, the Debtors believe that with a
significantly deleveraged capital structure, the Debtors business will return to viability. The
decrease in the amount of debt on the Debtors balance sheet will substantially reduce interest
expense and improve cash flow.
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1 |
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Capitalized terms used in the Plan and not
otherwise defined shall have the meanings ascribed to such terms in the Plan. |
Based on the Financial Projections, the Debtors should have
sufficient cash flow to pay and service their debt obligations and to operate their businesses.
The Debtors believe that Confirmation and Consummation are not likely to be followed by the
liquidation or further reorganization of the Reorganized Debtors. Accordingly, the Debtors believe
that the Plan satisfies the feasibility requirement of section 1129(a)(11) of the Bankruptcy
Code.
THE DEBTORS DID NOT PREPARE THE FINANCIAL PROJECTIONS WITH A VIEW TOWARDS COMPLYING WITH THE
GUIDELINES FOR PROSPECTIVE FINANCIAL STATEMENTS PUBLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED
PUBLIC ACCOUNTANTS. THE DEBTORS INDEPENDENT AUDITOR HAS NEITHER COMPILED NOR EXAMINED THE
ACCOMPANYING PROSPECTIVE FINANCIAL INFORMATION TO DETERMINE THE REASONABLENESS THEREOF AND,
ACCORDINGLY, HAS NOT EXPRESSED AN OPINION OR ANY OTHER FORM OF ASSURANCE WITH RESPECT THERETO. THE
DEBTORS DO NOT, AS A MATTER OF COURSE, PUBLISH FINANCIAL PROJECTIONS OF THEIR ANTICIPATED FINANCIAL
POSITION, RESULTS OF OPERATIONS OR CASH FLOWS.
ACCORDINGLY, NEITHER THE DEBTORS NOR THE REORGANIZED DEBTORS INTEND TO, AND EACH DISCLAIMS ANY
OBLIGATION TO: (A) FURNISH UPDATED FINANCIAL PROJECTIONS TO HOLDERS OF CLAIMS OR EQUITY INTERESTS
PRIOR TO THE EFFECTIVE DATE OR TO ANY OTHER PARTY AFTER THE EFFECTIVE DATE; (B) INCLUDE ANY SUCH
UPDATED INFORMATION IN ANY DOCUMENTS THAT MAY BE REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION; OR (C) OTHERWISE MAKE SUCH UPDATED INFORMATION PUBLICLY AVAILABLE. IT IS THE
CURRENT PRACTICE OF THE DEBTORS TO PERIODICALLY ISSUE PRESS RELEASES REPORTING FINANCIAL RESULTS
AND HOLDERS OF CLAIMS ARE URGED TO REVIEW ANY SUCH PRESS RELEASES IN THE FUTURE IF, WHEN, AND AS,
ISSUED.
On December 17, 2009, the Debtors filed the Joint Plan of Reorganization of Visteon
Corporation and Its Debtor Affiliates Pursuant to Chapter 11 of the United States Bankruptcy Court,
which contained financial projections dated as of December 15, 2009. Following the filing of the
December 17 plan, during the first quarter of 2010, the Debtors updated their underlying business
plan to reflect actual financial results for the year ended December 31, 2009, maintenance of the
Debtors defined benefit pension plans (the "Pension Plans), and revised assumptions for 2010.
The Financial Projections were prepared as of February 26, 2010 based on, among other things, the
anticipated future financial condition and results of operations of the Reorganized Debtors using
the updated business plan. Management of the Debtors developed and refined the business plan and
prepared consolidated financial projections of Visteon Corporation and its Debtor Affiliates for the years ending December 31, 2010 through December
31, 2013 (the Projection Period).
The Financial Projections assume that the Plan will be consummated in accordance with its
terms and that all transactions contemplated by the Plan will be consummated by June 30, 2010 (the
Assumed Effective Date). Any significant delay in the Assumed Effective Date may have a
significant negative impact on the operations and financial performance of the Debtors including,
but not limited to, an increased risk of inability to meet sales forecasts and the incurrence of
higher reorganization expenses.
Although the Financial Projections represent the Debtors best estimates and good faith
judgment (for which the Debtors believe they have a reasonable basis), of the results of future
operations, financial position, and cash flows of the Reorganized Debtors, they are only estimates
and actual results may vary considerably from such Financial Projections. Consequently, the
inclusion of the Financial Projections herein should not be regarded as a representation by the
Debtors, the Debtors advisors or any other
person that the projected results of operations, financial position, and cash flows of the Debtors will be achieved.
The Debtors do not intend to update or otherwise revise the Financial Projections to reflect
circumstances that may occur after their preparation, or to reflect the occurrence of unanticipated
events, even in the event that any or all of the underlying assumptions are shown to be in error.
However, the Reorganized Debtors intend to disclose their actual results of operations, financial
condition and cash flows during the Projection Period through publication of subsequent quarterly
and annual financial statements and accompanying discussion and analysis, which will be contained
in the quarterly and annual reports.
Additional information relating to the principal assumptions used in preparing the Financial
Projections is set forth below.
General Assumptions and Methodology
The Financial Projections consist of the following unaudited pro forma financial
statements: projected consolidated statements of operations for each year in the Projection Period;
projected statements of financial position as of December 31 for each year in the Projection
Period; and projected statements of cash flows for each year in the Projection Period. The
Financial Projections are based on financial data derived from the Debtors business planning
process.
The business planning process is undertaken annually by the Debtors to provide sales and cost
projections which assist the Debtors in managing their working capital needs, planning for
anticipated capital expenditures and developing their capital structure. As part of the annual
business planning process, the Debtors undertook and completed the business plan during the fourth
quarter of 2009. During the first quarter of 2010, the Debtors updated the business plan financial
information for actual financial results as of and for the year ended December 31, 2009, and for
revised volume and performance expectations for 2010, Pension Plan contributions, and
customer surcharge assumptions. Additionally, projected financial information for 2011-2013
was updated to reflect the flow-through impact of these adjustments to the base business plan
completed during the fourth quarter of 2009.
The Financial Projections: a) are based upon current and projected market conditions in each
of the Debtors respective markets; b) utilize part detail to create plant and product group
financials c) assume emergence from Chapter 11 on the Assumed Effective Date under the terms
expected in the Plan; d) reflect the successful exit and wind down of the North America interiors
business and other North American plants; e) assume that that benefits under the Debtors
post-retirement employee health care and life insurance benefit (OPEB) plans are terminated; f)
assume that the Debtors Pension Plans are maintained; g) assume that the Debtors non-qualified
employee retirement benefit plans are terminated; and h) assume that the Reorganized Debtors adopt
a new supplemental executive retirement plan and pension parity plan, each substantially in the
form contained in the Plan Supplement, and shall reinstate and honor any benefits accrued under the
Debtors current supplemental executive retirement plan and pension parity plan for
employees of the Reorganized Debtors pursuant to the new supplemental executive retirement plan and
pension parity plan.
Income Statement Assumptions
Net Sales: The Debtors net sales include product sales and services revenue.
Product sales primarily include sales of component parts to global vehicle manufacturers and are
driven by production volumes associated with the underlying vehicle platforms. Services revenue
primarily relates
to information technology, engineering, administrative and other business support
services provided by the Debtors, largely in support of divestiture transactions.
The Debtors product sales projections utilize vehicle platform production forecast data from
industry recognized third-party consultants adjusted to incorporate the Debtors own expertise
gained through information obtained directly from the customer and analysis of past history. The
Debtors combined these vehicle platform production forecasts with information pertaining to the
Debtors existing customer contracts and content for these vehicle platforms and an assessment of
future contracts and content for these vehicle platforms to create the Debtors product sales
projections.
Services revenue primarily relates to information technology, engineering, administrative and
other business support services provided by the Debtors to Automotive Component Holdings, LLC
(ACH), under the terms of various agreements with ACH. Services revenue declines during the
Projection Period from $175 million in 2010 to $129 million in 2013, representing decreased
utilization of the Debtors services by ACH.
Cost of Goods Sold (COGS): The Debtors COGS expenditures primarily include direct
material costs, labor and overhead, and product engineering expenses. Direct material costs
include purchases of various commodity raw materials (primarily metals and plastics) used in the
production of salable component parts. Labor and overhead includes plant related expenses.
Product engineering expenses represent expenses associated primarily with employees conducting
research and development, product design and manufacturing engineering activities. Included in the
projected engineering expenses are reductions in costs reflecting both continued structural actions
and increased utilization of lower cost country resources while at the same time recognizing the
importance of continued technological development.
Excluding the $322 million benefit related to the OPEB termination in 2010, COGS as a
percentage of sales decreases throughout the Projection Period, generally due to assumed cost
savings associated with ongoing restructuring and cost reduction activities and the benefit of
increased capacity utilization as sales levels increase over the Projection Period.
Selling, General & Administrative Expenses (SG&A): SG&A represents administrative
expenses incurred at corporate and product group levels, and related IT and facility expenses.
SG&A expenses, excluding the $13 million of expense related to the OPEB termination in 2010, are
projected to be $358 million or 5.4% of sales in 2010, decreasing to $272 million or 4.0% of sales
in 2013 due to assumed savings associated with the Companys continued cost reduction activities
and improved sales levels.2
Reorganization Items: Reorganization items consist of estimated fees for professional
advisors and other costs directly attributable to the Chapter 11 Cases.
Interest Expense: Interest expense for 2010 includes the projected expense related to
adequate protection under the ABL Facility and interest and fees under the DIP Facility for the
period ending June 30, 2010. For the second half of 2010 through 2013, interest expense is based
upon the Debtors anticipated debt structure following Consummation of the Plan, which for purposes
of the Financial Projections is comprised of a $150 million undrawn revolving credit facility.
Interest expense during the Projection Period also includes amounts related to other Affiliate
debt, primarily foreign Affiliates.
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2 |
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SG&A for 2010 is negatively affected by the
amortization of actuarial losses associated with the OPEB termination. |
Income Tax Expense: Consolidated income tax expense increases over the Projection
Period reflecting increased profitability as well as a change in anticipated effective tax rates.
These anticipated effective tax rates incorporate judgments regarding the Debtors ability to
utilize net operating loss carry-forwards to offset a portion of taxable income, as well as the
impact of changes in tax laws. U.S. income taxes were estimated by the Debtors after considering
the application of pre-emergence tax attributes to offset any taxable income, subject to Section
382 limitations, and post-emergence net operating losses. The Debtors believe that they will have
sufficient tax attributes in existence at the Assumed Effective Date and generated after the
Assumed Effective Date to offset any U.S. taxable income during the Projection Period.
Balance Sheet Assumptions
The Debtors projected consolidated statements of financial position set forth the projected
consolidated financial position after Consummation of the Plan. The projected consolidated
statements of financial position were developed based upon the Debtors December 31, 2009 balance
sheet contained in the Visteon Corporation Annual Report on Form 10-K for the year ended December
31, 2009, as adjusted for projected results of operations and cash flows over the Projection
Period. The projected consolidated statements of financial position do not reflect the impact of
fresh start accounting, which could result in a material change to the projected values of assets
and liabilities.
Cash and Equivalents: Cash and equivalents are comprised of global cash and cash
equivalent balances including amounts held in foreign non-wholly owned consolidated Affiliates.
The Debtors operating profitability is projected to become more concentrated with their foreign
subsidiaries and joint ventures. Accordingly, cash balances located outside the U.S. are projected
to increase. The Debtors ability to efficiently access cash balances in foreign jurisdictions is
subject to local regulatory and statutory requirements.
Restricted Cash: Restricted cash primarily includes amounts of cash restricted
pursuant to the ABL Facility and Term Loan Facility cash collateral orders entered by the
Bankruptcy Court, as well as amounts required to cash collateralize ongoing letters of credit and
international hedging activities. Under the ABL Facility cash collateral order, there is an $80
million minimum cash requirement. Under the Term Loan Facility cash collateral order, the Debtors
are required to hold dividends paid by foreign Affiliates to Debtor entities. Since the Petition
Date, $34 million in dividends have been held in such accounts. Both the ABL Facility minimum cash
requirement and the Term Loan Facility dividend restriction are projected to be lifted upon the
Assumed Effective Date. Cash used to collateralize outstanding letters of credit and the Debtors
foreign currency hedging contracts is projected to remain restricted after the Assumed Effective
Date.
Short and Long Term Debt: Short and long-term debt balances as of December 31, 2010,
2011, 2012 and 2013 assume an anticipated post-reorganization capital structure that is comprised
primarily of foreign affiliate debt, including $60 million of new Halla debt in North America and
Europe, and $44 million from a French receivables factoring program. Additionally, following
Consummation of the Plan the Reorganized Debtors expect to have availability under a $150 million
U.S. revolving credit facility.
Employee Benefits: Employee benefit obligations assume that benefits under the
Debtors OPEB plans are terminated, the Debtors Pension Plans are maintained, the Debtors
non-qualified employee retirement benefit plans are terminated, and the Reorganized Debtors adopt a
new supplemental executive retirement plan and pension parity plan, each substantially in the form
contained in the Plan Supplement, and shall reinstate and honor any benefits accrued under the
Debtors current supplemental executive retirement plan and pension parity plan for
employees of the Reorganized Debtors pursuant to the new
supplemental executive retirement plan and pension parity plan. Prior to the Petition Date, the Debtors withdrew from the Central States,
Southeast and Southwest Areas Pension Plan (which is a multiemployer plan). Further, the shutdown
of the Debtors North Penn facility triggered a withdrawal liability from the Teamsters Pension
Trust Fund of Philadelphia and Vicinity, the bulk of which is related to prepetition service.
Withdrawal liabilities associated with these plans have been excluded from the Debtors employee
benefit obligations, and have been classified as liabilities subject to compromise.
Liabilities Subject to Compromise: Pre-petition amounts subject to compromise are
assumed to be settled in accordance with the terms of the Plan. For purposes of the Financial
Projections, this settlement is reflected in statements of financial position and statements of
cash flows only and is given effect during 2010 as an equity transaction.
Cash Flow Assumptions
Operating Activities: Cash flows from operating activities are projected to increase
from an outflow of $21 million in 2010 to an inflow of $500 million in 2013. This improvement
largely reflects net income improvements adjusted for non-cash items during the Projection Period.
Other significant sources and uses of cash from operations during the Projection Period include
changes in trade working capital cash flows and other assets and liabilities. Changes in trade
working capital cash flows in 2010 are affected by accounts payable cash flows associated with
post-emergence disbursements in accordance with the Plan. Other assets and liabilities are
affected by pension payments and reorganization related professional fee payments.
Investing Activities: Cash flows from investing activities primarily consist of
capital expenditures, joint venture investments and proceeds from asset sales. Capital
expenditures are $185 million in 2010, and average $165 million per year for the remainder of the
Projection Period.
Financing Activities:
Short-Term Debt, Net in 2010 includes a $128 million payment under the ABL Facility
(including $39 million on drawn letters of credit) on the Assumed Effective Date and other debt
reductions, partially offset by $60 million proceeds from new Halla debt in North America and
Europe and $35 million of cash proceeds from a French factoring program.
Cash Restriction assumes that the ABL Facility minimum cash requirements and the Term Loan
Facility dividend restriction will be lifted on the Assumed Effective Date, resulting in a cash
inflow of $105 million in 2010.
Proceeds from DIP Facility, Net of Issuance Costs includes borrowings from the DIP Facility
of $75 million in November 2009. Upon emergence, the $75 million outstanding balance on the DIP
Facility is assumed to be repaid.
Principal Payments on Debt in 2010 primarily include the final payment of Korean bonds
previously issued in 2007.
Visteon Corporation
Unaudited Projected Consolidated Statements of Operations
(Dollars in Millions)
Income Statement
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For the Year Ended December 31, |
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2009 |
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2010 |
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2011 |
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2012 |
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2013 |
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(Mils.) |
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(Mils.) |
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(Mils.) |
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(Mils.) |
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(Mils.) |
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Net Sales |
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Product Sales |
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$ |
6,420 |
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$ |
6,435 |
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$ |
6,550 |
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$ |
6,956 |
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|
$ |
7,088 |
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Services |
|
|
265 |
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|
|
175 |
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|
|
153 |
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|
|
140 |
|
|
|
129 |
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|
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|
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|
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Total Net Sales |
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$ |
6,685 |
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|
$ |
6,610 |
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|
$ |
6,703 |
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|
$ |
7,096 |
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|
$ |
7,217 |
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Cost Of Goods Sold |
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|
|
|
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Product |
|
$ |
(5,827 |
) |
|
$ |
(5,695 |
) |
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$ |
(6,063 |
) |
|
$ |
(6,315 |
) |
|
$ |
(6,405 |
) |
Services |
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|
(261 |
) |
|
|
(175 |
) |
|
|
(153 |
) |
|
|
(140 |
) |
|
|
(129 |
) |
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|
|
|
|
|
|
|
|
|
|
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Total Cost of Goods Sold |
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$ |
(6,088 |
) |
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$ |
(5,870 |
) |
|
$ |
(6,216 |
) |
|
$ |
(6,455 |
) |
|
$ |
(6,534 |
) |
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Gross Margin |
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$ |
597 |
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|
$ |
740 |
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|
$ |
487 |
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$ |
642 |
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$ |
683 |
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|
|
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|
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|
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SG&A |
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|
(331 |
) |
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|
(371 |
) |
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|
(293 |
) |
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(273 |
) |
|
|
(272 |
) |
Restructuring Expense |
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|
(84 |
) |
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(90 |
) |
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|
(9 |
) |
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(50 |
) |
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Reimbursement from Escrow Account |
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|
62 |
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Reorganization Items |
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|
(60 |
) |
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|
(82 |
) |
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Deconsolidation Gain |
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|
95 |
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|
|
|
|
|
|
|
|
Other Gains (Losses) |
|
|
11 |
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|
|
|
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|
|
|
|
|
|
|
|
|
Operating Income |
|
$ |
290 |
|
|
$ |
197 |
|
|
$ |
185 |
|
|
$ |
319 |
|
|
$ |
411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Interest Expense |
|
|
(117 |
) |
|
|
(24 |
) |
|
|
(16 |
) |
|
|
(16 |
) |
|
|
(16 |
) |
Interest Income |
|
|
11 |
|
|
|
11 |
|
|
|
16 |
|
|
|
20 |
|
|
|
27 |
|
Equity in Net Income of Affiliates |
|
|
80 |
|
|
|
92 |
|
|
|
84 |
|
|
|
90 |
|
|
|
96 |
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Income Before Income Taxes |
|
$ |
264 |
|
|
$ |
276 |
|
|
$ |
269 |
|
|
$ |
413 |
|
|
$ |
518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Expense |
|
|
(80 |
) |
|
|
(110 |
) |
|
|
(120 |
) |
|
|
(125 |
) |
|
|
(125 |
) |
|
|
|
|
|
|
|
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|
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|
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Net Income |
|
$ |
184 |
|
|
$ |
166 |
|
|
$ |
149 |
|
|
$ |
288 |
|
|
$ |
393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Controlling Interests |
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|
(56 |
) |
|
|
(59 |
) |
|
|
(62 |
) |
|
|
(69 |
) |
|
|
(71 |
) |
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
Net Income Attributable to Visteon |
|
$ |
128 |
|
|
$ |
107 |
|
|
$ |
87 |
|
|
$ |
219 |
|
|
$ |
322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Visteon Corporation
Unaudited Projected Consolidated Statements of Financial Position
(Dollars in Millions)
Balance Sheet
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|
As of December 31, |
|
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
|
(Mils.) |
|
|
(Mils.) |
|
|
(Mils.) |
|
|
(Mils.) |
|
|
(Mils.) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Equivalents |
|
$ |
962 |
|
|
$ |
639 |
|
|
$ |
795 |
|
|
$ |
980 |
|
|
$ |
1,307 |
|
Restricted Cash |
|
|
133 |
|
|
|
28 |
|
|
|
28 |
|
|
|
28 |
|
|
|
28 |
|
Accounts Receivable, Net |
|
|
1,055 |
|
|
|
888 |
|
|
|
914 |
|
|
|
995 |
|
|
|
1,027 |
|
Inventories, Net |
|
|
319 |
|
|
|
315 |
|
|
|
325 |
|
|
|
333 |
|
|
|
328 |
|
Other Current Assets |
|
|
236 |
|
|
|
306 |
|
|
|
306 |
|
|
|
306 |
|
|
|
306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets |
|
$ |
2,705 |
|
|
$ |
2,176 |
|
|
$ |
2,368 |
|
|
$ |
2,642 |
|
|
$ |
2,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Equipment, Net |
|
|
1,936 |
|
|
|
1,759 |
|
|
|
1,591 |
|
|
|
1,487 |
|
|
|
1,391 |
|
Equity in Net Assets of Non-Consolidated Affiliates |
|
|
294 |
|
|
|
396 |
|
|
|
454 |
|
|
|
517 |
|
|
|
586 |
|
Other Non-Current Assets |
|
|
84 |
|
|
|
88 |
|
|
|
87 |
|
|
|
86 |
|
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
5,019 |
|
|
$ |
4,419 |
|
|
$ |
4,500 |
|
|
$ |
4,732 |
|
|
$ |
5,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt, Including Current Portion of Long Term Debt |
|
$ |
225 |
|
|
$ |
168 |
|
|
$ |
167 |
|
|
$ |
167 |
|
|
$ |
167 |
|
Accounts Payable |
|
|
977 |
|
|
|
893 |
|
|
|
935 |
|
|
|
996 |
|
|
|
1,015 |
|
Accrued Employee Liabilities |
|
|
161 |
|
|
|
161 |
|
|
|
161 |
|
|
|
161 |
|
|
|
161 |
|
Other Current Liabilities |
|
|
302 |
|
|
|
256 |
|
|
|
212 |
|
|
|
190 |
|
|
|
168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
$ |
1,665 |
|
|
$ |
1,478 |
|
|
$ |
1,475 |
|
|
$ |
1,514 |
|
|
$ |
1,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt |
|
|
6 |
|
|
|
6 |
|
|
|
6 |
|
|
|
6 |
|
|
|
6 |
|
Employee Benefits |
|
|
568 |
|
|
|
524 |
|
|
|
472 |
|
|
|
390 |
|
|
|
340 |
|
Deferred Income Taxes |
|
|
159 |
|
|
|
159 |
|
|
|
159 |
|
|
|
159 |
|
|
|
159 |
|
Other Non-Current Liabilities |
|
|
257 |
|
|
|
257 |
|
|
|
257 |
|
|
|
257 |
|
|
|
257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Current Liabilities |
|
$ |
990 |
|
|
$ |
946 |
|
|
$ |
894 |
|
|
$ |
812 |
|
|
$ |
762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities Subject to Compromise |
|
|
2,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
5,474 |
|
|
$ |
2,424 |
|
|
$ |
2,369 |
|
|
$ |
2,326 |
|
|
$ |
2,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Visteon Corporation Shareholders Equity / (Deficit) |
|
$ |
(772 |
) |
|
$ |
1,639 |
|
|
$ |
1,726 |
|
|
$ |
1,945 |
|
|
$ |
2,267 |
|
Noncontrolling Interests |
|
|
317 |
|
|
|
356 |
|
|
|
405 |
|
|
|
461 |
|
|
|
518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shareholders Equity (Deficit) |
|
$ |
(455 |
) |
|
$ |
1,995 |
|
|
$ |
2,131 |
|
|
$ |
2,406 |
|
|
$ |
2,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity (Deficit) |
|
$ |
5,019 |
|
|
$ |
4,419 |
|
|
$ |
4,500 |
|
|
$ |
4,732 |
|
|
$ |
5,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Visteon Corporation
Unaudited Projected Consolidated Statements of Cash Flows
(Dollars in Millions)
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
|
(Mils.) |
|
|
(Mils.) |
|
|
(Mils.) |
|
|
(Mils.) |
|
|
(Mils.) |
|
Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
184 |
|
|
$ |
166 |
|
|
$ |
149 |
|
|
$ |
288 |
|
|
$ |
393 |
|
Adjustments to Reconcile Net Income to Net Cash Provided From (Used By) Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation & Amortization |
|
$ |
352 |
|
|
$ |
337 |
|
|
$ |
343 |
|
|
$ |
262 |
|
|
$ |
256 |
|
Non-Cash Pension/OPEB Amortization and Curtailment |
|
|
(215 |
) |
|
|
(309 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Deconsolidation Gain |
|
|
(95 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in Net Income of Non-Consolidated Affiliates, Net of Dividends Remitted |
|
|
(38 |
) |
|
|
(68 |
) |
|
|
(58 |
) |
|
|
(63 |
) |
|
|
(69 |
) |
Reorganization Items |
|
|
60 |
|
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Non-Cash Items |
|
|
(3 |
) |
|
|
9 |
|
|
|
1 |
|
|
|
3 |
|
|
|
2 |
|
Changes in Assets and Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable |
|
$ |
(127 |
) |
|
$ |
167 |
|
|
$ |
(26 |
) |
|
$ |
(81 |
) |
|
$ |
(32 |
) |
Inventories |
|
|
33 |
|
|
|
4 |
|
|
|
(11 |
) |
|
|
(8 |
) |
|
|
5 |
|
Accounts Payable |
|
|
79 |
|
|
|
(179 |
) |
|
|
42 |
|
|
|
61 |
|
|
|
19 |
|
Other Assets and Liabilities |
|
|
(89 |
) |
|
|
(230 |
) |
|
|
(95 |
) |
|
|
(104 |
) |
|
|
(74 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided From (Used By) Operating Activities |
|
$ |
141 |
|
|
$ |
(21 |
) |
|
$ |
345 |
|
|
$ |
358 |
|
|
$ |
500 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures |
|
$ |
(151 |
) |
|
$ |
(185 |
) |
|
$ |
(175 |
) |
|
$ |
(160 |
) |
|
$ |
(160 |
) |
Acquisitions and Investments in Joint Ventures, Net |
|
|
(30 |
) |
|
|
(34 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds From Divestitures and Asset Sales |
|
|
69 |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Associated With Deconsolidation |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used By Investing Activities |
|
$ |
(123 |
) |
|
$ |
(201 |
) |
|
$ |
(175 |
) |
|
$ |
(160 |
) |
|
$ |
(160 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt, Net |
|
$ |
(19 |
) |
|
$ |
(44 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Cash Restriction |
|
|
(133 |
) |
|
|
105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds From DIP Facility, Net of Issuance Costs |
|
|
71 |
|
|
|
(75 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds From Issuance of Debt, Net of Issuance Costs |
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Payments on Debt |
|
|
(173 |
) |
|
|
(63 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
Other, Including Overdrafts |
|
|
(62 |
) |
|
|
(24 |
) |
|
|
(13 |
) |
|
|
(13 |
) |
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used By Financing Activities |
|
$ |
(259 |
) |
|
$ |
(101 |
) |
|
$ |
(14 |
) |
|
$ |
(13 |
) |
|
$ |
(13 |
) |
Effect of Exchange Rate Changes on Cash |
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Equivalents |
|
$ |
(218 |
) |
|
$ |
(323 |
) |
|
$ |
156 |
|
|
$ |
185 |
|
|
$ |
327 |
|
Cash and Equivalents at Beginning of Year |
|
|
1,180 |
|
|
|
962 |
|
|
|
639 |
|
|
|
795 |
|
|
|
980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Equivalents at End of Year |
|
$ |
962 |
|
|
$ |
639 |
|
|
$ |
795 |
|
|
$ |
980 |
|
|
$ |
1,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit D
Liquidation Analyses
Liquidation Analyses 1
Under the best interests of creditors test set forth in section 1129(a)(7) of the Bankruptcy
Code, the Bankruptcy Court may not confirm a plan of reorganization unless the plan provides each
holder of a claim or interest who does not otherwise vote in favor of the plan with property of a
value, as of the effective date of the plan, that is not less than the amount that such holder
would receive or retain if the debtor was liquidated under chapter 7 of the Bankruptcy Code. To
demonstrate that the Plan satisfies the best interests of creditors test with respect of each of
the Debtor entities, the Debtors have prepared hypothetical liquidation analyses (the
/Liquidation Analyses) for each of the individual Debtors. The Liquidation Analyses
estimate potential Cash distributions to holders of Allowed Claims and Interests in a hypothetical
chapter 7 liquidation of all of the Debtors assets. Asset values discussed in the Liquidation
Analyses may differ materially from values referred to in the Plan and Disclosure Statement. The
Debtors prepared the Liquidation Analyses with the assistance of their Professionals.
The Liquidation Analyses are based upon certain assumptions discussed in the Disclosure
Statement and in the notes accompanying the Liquidation Analyses (the Notes). The
Liquidation Analyses demonstrate that the Plan satisfies the best interests test with respect to
each individual Debtor. With respect to each Impaired Class of Claims or Interests under the Plan,
each holder of an Allowed Claim or Interest in such Impaired Classes will receive the following
percentages of their estimated aggregate Allowed Claims or Interests out of the Liquidation
Proceeds (as defined below) in a chapter 7 liquidation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated % of |
|
Estimated % of |
|
|
|
|
|
|
Recovery of |
|
Recovery of |
|
|
|
|
Estimated Aggregate |
|
Estimated Aggregate |
|
Estimated Aggregate |
|
|
|
|
Amount of Allowed |
|
Amount of Allowed |
|
Amount of Allowed |
|
|
|
|
Claims or Interests |
|
Claims or Interests |
|
Claims or Interests |
|
|
Type of Impaired Claim or |
|
in Chapter 7 |
|
in Chapter 7 |
|
in Chapter 11 |
Class |
|
Equity Interest |
|
Liquidation |
|
Liquidation |
|
Reorganization |
E |
|
Term Loan Facility Claim |
|
$1.507 billion |
|
78.7% |
|
100.0% |
N/A |
|
PBGC Claims 2 |
|
$510 million |
|
4.1% |
|
0.0% |
F |
|
12.25% Senior Notes Claim |
|
$216.7 million |
|
0.0% |
|
53.0% - 57.0% |
G |
|
General Unsecured Claims |
|
$928.3 million |
|
0.0% |
|
19.0% - 22.0% |
H |
|
Trade Claims |
|
$74.48 million |
|
0.0% |
|
50.0% |
I |
|
Intercompany Claims |
|
$16.41 billion |
|
0.0% |
|
0.0% |
|
|
|
|
|
|
|
|
|
J |
|
Interests in Visteon Corporation |
|
N/A |
|
0.0% |
|
0.0% |
K |
|
Intercompany Interests |
|
N/A |
|
0.0% |
|
0.0% |
L |
|
Section 510(b) Claims |
|
N/A |
|
0.0% |
|
0.0% |
|
|
|
1 |
|
1 Unless otherwise specifically set forth in the
Liquidation Analyses, all capitalized terms used, but not defined herein, shall
have the same meanings ascribed to them in the Plan and the Disclosure
Statement. |
|
2 |
|
Claims held by the Pension Benefit Guaranty
Corporation (PBGC) on account of the termination of Visteons defined
benefit pension plans. |
1
As the table demonstrates, holders of the Allowed Term Loan Facility Claim would receive a
78.7% recovery in a chapter 7 liquidation. The PBGC would recover 4.1% on account of its Allowed
Claims in a chapter 7 liquidation.3 Other unsecured creditors would not receive any
recovery in a chapter 7 liquidation. Under the Plan, holders of the Allowed Term Loan Facility
Claim stand to receive a 100% recovery, and the Debtors will continue to honor their obligations
under the Pension Plans, thereby eliminating any PBGC Claims. Holders of the Allowed 12.25% Senior
Notes Claim stand to recover between approximately 53.0% and 57.0% of the face value of their
Allowed Claim under the Plan. Holders of the Allowed General Unsecured Claims stand to recover
between 19.0% and 22.0% of the face value of their Allowed Claims under the Plan. Holders of
Allowed Trade Claims stand to recover approximately 50.0% of the face value of their Allowed Claims
under the Plan. Holders of Intercompany Claims and Section 510(b) Claims would not receive any
distribution under the Plan or in a chapter 7 liquidation. Accordingly, the Plan satisfies the
best interests test for Creditors at each Debtor entity.
B. Scope, Intent, and Purpose of the Liquidation Analyses
The determination of the hypothetical proceeds from, and costs of the liquidation of the
Debtors assets, is an uncertain process involving the extensive use of estimates and assumptions
that, although considered reasonable by the Debtors, are inherently subject to significant
business, and economic uncertainties and contingencies beyond the control of the Debtors, their
management, and their advisors. Inevitably, some assumptions in the Liquidation Analyses would not
materialize in an actual chapter 7 liquidation, and unanticipated events and circumstances could
affect the ultimate results in an actual chapter 7 liquidation. The Debtors prepared the
Liquidation Analyses for the sole purpose of generating a reasonable good-faith estimate of the
proceeds that would be generated if the Debtors were liquidated in accordance with chapter 7 of the
Bankruptcy Code after conversion of the Chapter 11 Cases. The Liquidation Analyses are not
intended and should not be used for any other purpose. The underlying financial information in the
Liquidation Analyses was not compiled or examined by any independent accountants. No independent
appraisals were conducted in preparing the Liquidation Analyses. ACCORDINGLY, WHILE DEEMED
REASONABLE BASED ON THE FACTS CURRENTLY AVAILABLE, NEITHER THE DEBTORS NOR THEIR PROFESSIONALS MAKE
ANY REPRESENTATION OR WARRANTY THAT THE ACTUAL RESULTS WOULD OR WOULD NOT APPROXIMATE THE ESTIMATES
AND ASSUMPTIONS REPRESENTED IN THE LIQUIDATION ANALYSES. ACTUAL RESULTS COULD VARY MATERIALLY.
In preparing the Liquidation Analyses, the Debtors estimated Allowed Claims based upon a
review of Claims listed on the Debtors statements of assets and liabilities as of March 31, 2010
(the
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3 |
|
The Plan contemplates retention of the Debtors defined benefit pension plans, and, consequently, excludes a PBGC Claims class.
However, in a liquidation scenario, the pension plans would be terminated,
resulting in a PBGC Claim in the amount of approximately $510 million. Due to
the Debtors capital structure, the PBGC would be the only unsecured creditor
entitled to a recovery against Visteon International Holdings, Inc.
(VIHI), which holds substantially all of Visteons foreign equity
interests. |
2
Financial Statements) and Proofs of Claim filed to date. In addition, the
Liquidation Analyses include estimates for Claims not currently asserted in the Chapter 11 Cases or
currently contingent, but which could be asserted and Allowed in a chapter 7 liquidation,
including, without limitation, Administrative Claims, claims arising in connection with the
termination of pension obligations, other employee-related obligations, Liquidation Costs (as
defined herein), trustee fees, tax liabilities and other Allowed Claims. To date, the Bankruptcy
Court has not estimated or otherwise fixed the total amount of Allowed Claims used for purposes of
preparing the Liquidation Analyses. For purposes of the Liquidation Analyses, the Debtors
estimates of Allowed Claims contained in the Liquidation Analyses reference specific Claims
estimates, even though the Debtors estimates of ranges of projected recoveries under the Plan to
holders of Allowed Claims and Interests are based on ranges of Allowed Claims and Interests.
Therefore, the Debtors estimates of Allowed Claims set forth in the Liquidation Analyses should
not be relied on for any other purpose, including determining the value of any distribution to be
made on account of Allowed Claims and Interests under the Plan. NOTHING CONTAINED IN THE
LIQUIDATION ANALYSES IS INTENDED TO BE OR CONSTITUTES A CONCESSION OR ADMISSION OF THE DEBTORS.
THE ACTUAL AMOUNT OF ALLOWED CLAIMS IN THE CHAPTER 11 CASES COULD MATERIALLY DIFFER FROM THE
ESTIMATED AMOUNTS SET FORTH IN THE LIQUIDATION ANALYSES.
Global Notes to the Liquidation Analyses
1. Conversion Date and Appointment of a Chapter 7 Trustee
The Liquidation Analyses assume conversion of each of the Debtors Chapter 11 Cases to chapter
7 liquidation cases on June 30, 2010 (the Conversion Date), which is the presumed
Effective Date of the Plan. On the Conversion Date, it is assumed that the Bankruptcy Court would
appoint one chapter 7 trustee (the Trustee) to oversee the liquidation of the Estates.
The Liquidation Analyses are based on estimates of each of the Debtors assets and liabilities
as of March 31, 2010. Such estimates are derived from each Debtors Financial Statements or more
recent financial information, where available. The Debtors do not believe the use of such
estimates will result in a material change to estimated recoveries on the Conversion Date unless
otherwise noted. Because the Debtors do not maintain their books and records on an individual
legal entity basis, the Financial Statements utilized for these Liquidation Analyses may not comply
with generally accepted accounting principles.
2. Debtors Assets
The Liquidation Analyses assume a liquidation of all of the Debtors assets, including the
Debtors interests in all non-Debtor Affiliates. As described in more detail below, the Debtors
have ten major categories of assets: (a) Cash; (b) Accounts Receivable; (c) Intercompany
Receivables; (d) Inventory; (e) Prepaid Expenses; (f) Other Current Assets; (g) Property, Plant &
Equipment; (h) Equity in Affiliates; (i) Other Long-Term Assets; and (j) Intellectual Property (all
as defined below).
Holders of the ABL Claims and the Term Loan Facility Claims hold first-and second-priority
liens against substantially all of the Debtors assets (the Collateral). However, the
Collateral does not include: (a) proceeds from the liquidation of Visteon Electronics Corporation
(VEC); (b) proceeds from the sale of unpledged stock of Affiliates; (c) Avoidance Actions
or the proceeds thereof; and (d) Commercial Claims (as defined below) or the proceeds thereof.
3
3. Liquidation Process
The Liquidation Analyses assume that the Trustee will attempt to maximize recoveries for
Creditors by continuing to operate the Debtors various businesses during the chapter 7 liquidation
for a short period of time to maintain supply continuity to the Debtors customers. The
Liquidation Analyses further assume such customers will contribute some form of working capital to
sustain operations of certain of the Debtors businesses until such operations are transitioned and
re-sourced or sold to the Debtors competitors, customers or other third parties.
In addition to any contribution of working capital from the Debtors customers, the
Liquidation Analyses assume that the Trustee will continue to fund the Debtors operations during
the liquidation process using projected cash on hand and cash flow generated by the Debtors
business operations. The Liquidation Analyses assume an orderly liquidation, under which the
liquidation of the Debtors assets and the wind-down of the Estates would occur over a period of 24
to 36 months starting on the Conversion Date. The Liquidation Analyses also assume that upon
conversion of the Debtors cases to chapter 7, the Trustee would sell the Debtors equity Interests
in Halla, YFV and Duck Yang (all as defined below) and oversee the liquidation of the Debtors
Interests in Other Foreign Affiliates (as defined below). If customer participation, cash flows,
or estimated Liquidation Proceeds fall significantly below estimates, however, the Trustee may not
have sufficient funds to operate the Debtors businesses long enough to conduct an orderly
liquidation and maximize value, and instead may be forced to liquidate substantially all of the
Debtors assets immediately. The amount of proceeds realized in such forced sales would be
materially lower than those assumed in these Liquidation Analyses.
4. Factors Considered in Valuing Hypothetical Liquidation Proceeds
The following are some, but not all, of the considered factors that could negatively impact
the recoveries estimated: (a) turnover of key personnel; (b) challenging industry conditions; (c)
customer setoffs; and (d) delays in the liquidation process.
These factors may limit the amount of the proceeds generated by the liquidation of the
Debtors assets (the Liquidation Proceeds) available to the Trustee. For example, it is
possible that the liquidation would be delayed while the Trustee and his or her professionals
become knowledgeable about the Chapter 11 Cases and the Debtors businesses and operations. This
delay could materially reduce the value, on a present value basis, of the Liquidation Proceeds.
In addition, there is a risk that the Trustee would be unable to maximize the value of the
Debtors Estates in a controlled liquidation because the Bankruptcy Court may only allow the
Trustee to operate the Debtors business for a limited period under section 721 of the Bankruptcy
Code. While the Bankruptcy Code does not set forth a specific time period under which a chapter 7
trustee is allowed to operate a debtors business, the Bankruptcy Court may conclude that the 24-
to 36-month period assumed in the Liquidation Analyses exceeds the time contemplated by the
Bankruptcy Code. Should the Bankruptcy Court limit the Trustees operation of the Debtors
businesses, proceeds from the sale of all of the Debtors assets would likely decrease.
5. Waterfall and Recovery Ranges
The Liquidation Analyses assume that the proceeds generated from the liquidation of all of the
Debtors assets plus Cash estimated to be held by the Debtors on the Conversion Date, along with
estimated Avoidance Action recoveries, will be reasonably available to the Trustee. After
deducting the costs of liquidation, including the Trustees fees and expenses and other
administrative expenses incurred in the liquidation, the Trustee would allocate net Liquidation
Proceeds to Creditors and holders of Interests at each Debtor entity in accordance with the
priority scheme set forth in section 726 of the
4
Bankruptcy Code. The Liquidation Analyses provide for high, medium, and low recovery
percentages for Claims and Interests upon the Trustees application of the Liquidation Proceeds.
The high, medium and low recovery ranges reflect a high, medium, and low range of estimated
Liquidation Proceeds.
The Debtors used the Financial Statements as a proxy for expected asset and liability values
on the Conversion Date and made adjustments to those values to account for any known material
changes expected to occur before the Conversion Date. While the Debtors expect to continue to
incur obligations in the ordinary course of business until the Conversion Date (which obligations
have not been reflected herein), the ultimate inclusion of such additional obligations is not
expected to change the results of these Liquidation Analyses in any material form or fashion.
The Debtors Professionals (a) worked with the Debtors operational, financial, and accounting
personnel, (b) used industry knowledge, and (c) drew upon personal experiences in order to estimate
ranges of recovery by asset class. The Debtors do not provide any assurance of such recoveries but
have given their best estimates in this scenario.
The table below summarizes the mid-range estimates of the Liquidation Proceeds that would be
available for distribution in a chapter 7 liquidation:
5
Visteon Corporation
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Proceeds |
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Proceeds |
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Ch. 11 |
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Ch. 11 |
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Available |
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Unsecured Claims |
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Unsecured Recovery |
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Gross |
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Un- |
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Ch. 7 |
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Less |
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DIP Claim |
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ABL & LCs1 |
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Admin |
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Admin |
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Term Loan |
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For |
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Bonds |
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PBGC |
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Trade |
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Bonds/ Trade |
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($s in millions) |
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Assets |
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Encumb |
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encumb. |
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Costs |
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Costs |
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$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
Claim |
|
|
Recovery |
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|
Claim |
|
|
Recovery2 |
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% |
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Unsec.3 |
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|
$ |
|
|
$ |
|
|
$ |
|
|
PBGC |
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Other |
|
Visteon Systems, LLC |
|
$ |
9,527 |
|
|
$ |
45 |
|
|
$ |
19 |
|
|
$ |
(5 |
) |
|
$ |
60 |
|
|
$ |
150 |
|
|
|
N/A |
|
|
$ |
140 |
|
|
|
N/A |
|
|
$ |
32 |
|
|
$ |
18 |
|
|
$ |
1,507 |
|
|
$ |
42 |
|
|
|
3 |
% |
|
$ |
|
|
|
$ |
217 |
|
|
$ |
510 |
|
|
$ |
28 |
|
|
$ |
|
|
|
$ |
|
|
Visteon Corporation |
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7,419 |
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688 |
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16 |
|
|
|
(138 |
) |
|
|
566 |
|
|
|
150 |
|
|
|
100 |
% |
|
|
140 |
|
|
|
100 |
% |
|
|
79 |
|
|
|
13 |
|
|
|
1,507 |
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|
|
260 |
|
|
|
17 |
% |
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|
|
|
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|
886 |
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|
510 |
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29 |
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|
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|
Visteon Global Technologies, Inc. |
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1,862 |
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34 |
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|
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(7 |
) |
|
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27 |
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
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|
|
27 |
|
|
|
2 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
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|
Visteon International Holdings, Inc. |
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1,516 |
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|
735 |
|
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|
29 |
|
|
|
(27 |
) |
|
|
737 |
|
|
|
150 |
|
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
720 |
|
|
|
48 |
% |
|
|
17 |
|
|
|
|
|
|
|
510 |
|
|
|
|
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17 |
|
|
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Visteon European Holdings Corporation |
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478 |
|
|
|
15 |
|
|
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8 |
|
|
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(6 |
) |
|
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17 |
|
|
|
150 |
|
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
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|
|
13 |
|
|
|
1 |
% |
|
|
4 |
|
|
|
|
|
|
|
510 |
|
|
|
|
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4 |
|
|
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|
Visteon Electronics Corporation |
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242 |
|
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|
105 |
|
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|
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|
(4 |
) |
|
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101 |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
101 |
|
|
|
68 |
% |
|
|
|
|
|
|
|
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|
|
510 |
|
|
|
|
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VC Regional Assembly & Manufacturing, LLC |
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232 |
|
|
|
1 |
|
|
|
6 |
|
|
|
(0 |
) |
|
|
7 |
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
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N/A |
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9 |
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6 |
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1,507 |
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1 |
|
|
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0 |
% |
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217 |
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|
510 |
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10 |
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Visteon Global Treasury, Inc. |
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192 |
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11 |
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0 |
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11 |
|
|
|
150 |
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N/A |
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|
140 |
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N/A |
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|
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1,507 |
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|
11 |
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1 |
% |
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217 |
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510 |
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Visteon Holdings, LLC |
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177 |
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|
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|
|
|
|
|
|
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|
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|
150 |
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|
N/A |
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|
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|
N/A |
|
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|
|
|
|
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1,507 |
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|
|
|
|
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0 |
% |
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|
|
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|
|
|
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510 |
|
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|
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GCM/Visteon Automotive Systems, LLC |
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25 |
|
|
|
0 |
|
|
|
3 |
|
|
|
(0 |
) |
|
|
3 |
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
6 |
|
|
|
3 |
|
|
|
1,507 |
|
|
|
0 |
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
6 |
|
|
|
|
|
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|
Visteon International Business Development,
Inc. |
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25 |
|
|
|
0 |
|
|
|
|
|
|
|
(0 |
) |
|
|
0 |
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
0 |
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
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|
VC Aviation Services, LLC |
|
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18 |
|
|
|
9 |
|
|
|
|
|
|
|
(0 |
) |
|
|
9 |
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
9 |
|
|
|
1 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
GCM/Visteon Automotive Leasing Systems, LLC |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fairlane Holdings, Inc. |
|
|
6 |
|
|
|
1 |
|
|
|
|
|
|
|
(0 |
) |
|
|
0 |
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
0 |
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Visteon Caribbean, Inc. |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Visteon Asia Holdings, Inc. |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
MIG Visteon Automotive Systems, LLC |
|
|
2 |
|
|
|
0 |
|
|
|
|
|
|
|
(0 |
) |
|
|
0 |
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
0 |
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Visteon Remanufacturing Incorporated |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Visteon Climate Control Systems Limited |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
ARS, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Infinitive Speech Systems Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
SunGlas, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Visteon Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Tyler Road Investments, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Visteon AC Holdings Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Visteon Automotive Holdings, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Visteon Domestic Holdings, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Visteon Financial Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Visteon LA Holdings Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Visteon Technologies, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
N/A |
|
|
|
140 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
0 |
% |
|
|
|
|
|
|
217 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
21,740 |
|
|
$ |
1,644 |
|
|
$ |
82 |
|
|
$ |
(187 |
) |
|
$ |
1,539 |
|
|
$ |
150 |
|
|
|
100 |
% |
|
$ |
140 |
|
|
|
100 |
% |
|
$ |
127 |
|
|
$ |
40 |
|
|
$ |
1,507 |
|
|
$ |
1,186 |
|
|
|
79 |
% |
|
$ |
21 |
|
|
|
|
|
|
|
|
|
|
$ |
74 |
|
|
$ |
21 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes: |
|
1. |
|
Includes $127M ABL facility and $13M post-petition secured letters of credit facility |
|
2. |
|
Includes recovery on account of term loan deficiency claim and term loan adequate protection claim of $150 million from VEC |
|
3. |
|
Does not include term loan deficiency claim |
6
Specific Notes to the Asset and
Liability Assumptions Contained in the Liquidation Analyses
(a) Cash and Equivalents
Cash is based on the cash balance on the Debtors Financial Statements as of March 31, 2010
and includes: (i) unrestricted Cash in any of the Debtors bank, operating, and reserve accounts
and (ii) restricted Cash in any non-Debtor Affiliates bank, operating, and reserve accounts.
This cash balance was adjusted to reflect additional cash as a result of: (i) the Debtors
$150 million DIP Facility being fully drawn as of the Conversion Date and (ii) Accommodation
Agreements, which were approved by the Court as of December 14, 2009.
The Liquidation Analyses assume a 100% recovery rate for Cash based on the liquidity of such
assets.
(b) Accounts Receivable
Accounts receivable, which include amounts owed to the various Debtors by various parties,
were categorized into two main categories: A/R Customer and A/R Cash Pool
(collectively, the Accounts Receivable). The A/R Customer balance primarily includes
receivables associated with the sale of automobile parts in the normal course of business. The A/R
Cash Pool reflects the loan balance owed to the Debtors with respect to the European cash pool as
of March 31, 2010, as further described in the Motion of the Debtors for Entry of Interim and Final
Orders Authorizing them to Pay Prepetition Claims of Foreign Vendors, dated May 28, 2009 [Docket
No. 11].
The A/R Customer balances are assumed to be offset against any corresponding liabilities
associated with these customers when applicable (the Debtors often have a customer and supplier
relationship with various customers resulting in both a receivable and payable with the customer).
The estimated recovery rates for the A/R Customer receivable that are not completely offset by
corresponding liabilities are based on the Debtors historical collection rates, the current
Accommodation Agreements, and anticipated customer assistance during the transition period. The
recovery rate calculation also included the review and assessment of each receivable by type, age,
and quality.
The A/R Cash Pool recovery assumes that: (i) the Debtors assert a Claim for such loan in the
applicable jurisdiction supervising the liquidation of the Debtors European Affiliates and (ii)
recovery on account of such Claim depends on the local insolvency laws in such jurisdiction.
The Liquidation Analyses assume a blended recovery rate of 26% on total Accounts Receivable.
This recovery is due to: (i) the impact of the OEM offset rights on recoveries from the A/R
Customer receivables and (ii) the low return anticipated from the A/R Cash Pool receivables.
(c) Intercompany Receivables
Intercompany receivables are the non-A/R Cash Pool Intercompany Claims owed to a respective
Debtor by another Debtor or non-Debtor affiliate. All intercompany amounts owed to the Debtors are
unsecured Claims. Similar to General Unsecured Claims, the Liquidation Analyses do not reflect any
recovery on account of Intercompany Claims.
(d) Inventory
The Debtors utilize a just in time inventory system, thus, the amount of inventory on hand as
of the Conversion Date is limited. The Debtors categorized inventory into three main categories:
Finished
7
Goods, Works in Progress,and Indirect Products
(collectively, Inventory). The Finished Goods Inventory reflects all products 100%
completed as of the Conversion Date and ready for shipment to an end-customer. The Works in
Progress Inventory reflects products at various stages of completeness (1-99% complete). The
Indirect Products Inventory reflects product located at third-party warehouses where the product is
finalized for shipment to an end-customer.
The Liquidation Analyses assume the majority of Finished Goods and Indirect Products Inventory
is ready to ship and that most customers will purchase this Inventory at contract prices with
minimal devaluation impact from the liquidation process. The Liquidation Analyses assume customers
enter into Accommodation Agreements which will allow for and incrementally fund a transition period
during which time Inventory banks will be built and Works in Progress will be converted into
Finished Goods through the ongoing production period and sold to the customers.
The Liquidation Analyses assume a blended recovery rate of approximately 82% for total
Inventory.
(e) Prepaid Expenses
Prepaid expenses primarily include prepayments for rent, insurance, taxes, and software
license agreements (the Prepaid Expenses). The Liquidation Analyses assume varying
recovery rates depending on the nature of the Prepaid Expense. The Liquidation Analyses assume the
Debtors will utilize the majority of the Prepaid Expenses during the liquidation process. The
Liquidation Analyses assume a blended recovery rate of 21% for total Prepaid Expenses.
(f) Other Current Assets
Other current assets primarily include VAT tax refund claims, cash advances to suppliers, and
a receivable related to the sale of certain intellectual property (collectively, the Other
Current Assets). The Liquidation Analyses assume varying recovery rates depending on the
nature of the asset balance with a blended recovery rate of 26% for total Other Current Assets.
(g) Property, Plant, & Equipment
The Debtors categorize their Property, Plant, & Equipment as follows (collectively, the
PP&E):
|
|
|
Airplaneconsists of one (1) owned aircraft by Visteon Aviation Services, LLC. |
|
|
|
|
Buildings and Landconsists of various office and manufacturing facilities in
the United States and Mexico, with the Debtors headquarters accounting for most
of the value. |
|
|
|
|
Leasehold Improvementsconsists of improvements at various office and
manufacturing locations. |
|
|
|
|
Office Equipmentconsists of computers, printers, furniture, and fixtures
owned by the Debtors. |
|
|
|
|
Plant, Machinery, Equipment, and Toolingconsists of various
manufacturing-specific equipment such as conveyors, assembly machines, test
equipment, forklifts, racking, and Debtor-owned product tooling. |
8
|
|
|
Softwareconsists of specialized, Debtor-specific capitalized software
utilized to operate the Debtors global business. |
The Debtors have entered into various Accommodation Agreements pursuant to which certain PP&E
has been sold. The March 31, 2010 book value for PP&E has been reduced by the estimated book value
of Plant, Machinery, Equipment, and Tooling sold pursuant to these customer Accommodation
Agreements.
The Liquidation Analyses assume varying recovery rates depending on the nature of the PP&E.
Estimates of recoveries for each category of PP&E were based on valuations and current market
conditions. The Liquidation Analyses assume a blended recovery rate of 11% for total PP&E.
(h) Equity in Affiliates
VIHI holds 70% of the equity in Halla Climate Control Corporation (Halla), which is
a publicly traded company on the Korean stock exchange. Halla specializes in the development and
production of auto climate control products, such as air-conditioning systems and modules,
compressors, and heat exchangers. Hyundai Motor Group is Hallas primary customer representing
80-85% of Hallas total sales.
VIHI has a 50% equity interest in Yanfeng Visteon Automotive Trim Systems Co. Ltd.
(YFV), a Chinese joint venture that serves multiple OEMs and produces interior and
exterior systems, seating, electronics, safety, and tooling systems.
VIHI has a 51% equity interest in Duck Yang Industry Co. Ltd. (Duck Yang), a
publicly traded company on the Korean stock exchange. Duck Yang specializes in molding instrument
panels and other plastic interior parts, including cockpit modules, crash pads and anti-vibration
pads. Hyundai Motor
Group and Kia Motor Corporation are Duck Yangs only customers. Liquidating VIHIs equity
interest in Duck Yang is projected to yield minimal recoveries due an illiquid market, shallow
share trading volumes, and significant operating losses.
The Debtors and their Professionals prepared a valuation of Halla, YFV, and Duck Yang to
calculate the net proceeds that would be generated by the sale of the equity interests in these
Affiliates. The valuation assumes the equity interests are sold at fair market value, discounted
due to the impact of the hypothetical liquidation and the accelerated timing to complete the
transaction. The gross proceeds are also reduced by estimates for foreign taxes and investment
banker fees associated with the sale of Halla, YFV, and Duck Yang.
The Debtors expect that the sale of VIHIs equity interests in Halla, YFV, and Duck Yang as
going concerns will represent the largest single source of net proceeds generated in a hypothetical
liquidation. The net proceeds of such sales will roll up to VIHI and are reflected in the Equity
in Affiliates line in VIHIs Liquidation Analysis. Because VIHI is a holding company for the
Debtors equity interests in foreign Affiliates and does not have any operations, the only
creditors with Claims against VIHI are (a) the Term Loan Lenderson account of VIHIs status as a
guarantor of the Term Loan Facility and the Term Loan Lenders status as pledgees of 100% of
Visteon Corporations equity interest in VIHIand (b) the PBGC, as a result of the fact that VIHI
is a member of the ERISA controlled group, as defined under the Employee Retirement Income
Security Act of 1974 (ERISA).
Other non-Debtor foreign Affiliates include Visteons global businesses located in Europe,
South America and the Asia-Pacific region (collectively, the Other Foreign Affiliates).
The entire organization is extremely inter-woven, and the Debtors believe it would be extremely
difficult to sell each individual Other Foreign Affiliate on a stand-alone, going concern basis.
Further, the majority of the
9
Other Foreign Affiliates rely on central support from the Debtors
U.S. headquarters. The Liquidation Analyses assume the U.S. headquarters are liquidated and would
not continue to support the Other Foreign Affiliates. As such, the Other Foreign Affiliates would
either be burdened with additional overhead costs or would not be able to exist due to the loss of
the overhead support. Given such interdependencies, the Liquidation Analyses assume all Other
Foreign Affiliates are liquidated and not sold as going concerns.
The Liquidation Analyses assume the proceeds of the sale of Other Foreign Affiliates are
allocated to Claims in accordance with priority schemes applicable in the local, liquidating
jurisdiction. Any excess proceeds are assumed to flow upstream to VIHI (after satisfaction of
local creditors). The Debtors expect to recover a minimal amount of Cash from the
proceeds of the liquidation of all the Other Foreign Affiliates.
(i) Other Long-Term Assets
Other long-term assets primarily include capitalized debt fees and expenses and a $7 million
note for the previous sale of a subsidiary (Other Long-Term Assets). The Liquidation
Analyses assume no recovery for all Other Long-Term assets other than the note receivable. The
note receivable is due in 2010 and the Liquidation Analyses assume a 90% recovery under a
hypothetical liquidation. The Liquidation Analyses assume a blended recovery rate of 45% for total
Other Long-Term Assets.
(j) Intellectual Property
The Debtors are party to numerous intellectual property licensing arrangements. Intellectual
property primarily consists of a large number of patents, copyrights, proprietary tools and
technologies and trade secrets (the IP). The majority of the IP is held by one Debtor,
Visteon Global Technologies,
Inc. IP is not valued on the Debtors financial records and therefore does not serve as a
proxy for value in the Liquidation Analyses.
The estimated IP recovery value was based on: (i) a review of historical Debtor sale
transactions; (ii) recent Accommodation Agreements and tooling value; and (iii) an analysis of
sales of distressed IP portfolios in the automotive industry. The Liquidation Analyses account for
the low probability that such technology could be sold to a third party in a liquidation scenario.
Liquidation Costs
To maximize recoveries on remaining assets, minimize the amount of Claims, and generally
ensure an orderly liquidation, the Trustee will need to continue to employ a substantial number of
the Debtors employees for a limited amount of time during the chapter 7 liquidation process.
These individuals will primarily be responsible for overseeing and maintaining the Debtors
operations, providing historical knowledge and insight to the Trustee regarding the Debtors
businesses and the Chapter 11 Cases, and concluding the administrative liquidation of the
businesses after the sale of the all of the Debtors assets. The Liquidation Analyses assume that
the Trustee would reduce employee headcount to a minimal staff from the current levels over a 24-to
36-month period, although the majority of any such employee-related reductions are assumed to be
incurred following the initial 120-day period while the Trustee continues to operate the Debtors
businesses pursuant to the Accommodation Agreements.
Liquidation Costs primarily consist of: (i) the regularly occurring general and
administrative costs required to operate the Debtors businesses during the liquidation process
(the Operational and Overhead Costs); (ii) the costs of any professionals the Trustee
employs to assist with the liquidation process, including investment bankers, attorneys and other
advisors; (the Liquidation Fees); and (iii) the
10
Trustees fees (collectively, the
Liquidation Costs). The Debtors project that during the initial 120-day period while the
Trustee continues to operate the Debtors businesses, the Operational and Overhead Costs will equal
approximately 80% of historical operating costs for comparable operational periods. Once outside
the initial 120-day period, the Debtors project that Operational and Overhead Costs will equal
approximately 20% of historical operating costs for comparable operational periods for the
remaining transitional period leading to the final phase of the liquidation, during which, the
Trustee will wind-down Estate affairs, effect final distributions and dissolve legal entities.
In addition, Liquidation Costs include the payment of $15 million on account of Professional
Compensation and other costs in accordance with paragraph 33(iii) of the DIP Order (as defined
below).
Claims
(k) Secured Claims
(i) DIP Facility Claims
The Liquidation Analyses assume the DIP Facility is fully drawn as of the Conversion Date.
Thus, there will be approximately $150 million in outstanding DIP Facility Claims as of the
Conversion Date, which are projected to be satisfied in full from the Liquidation Proceeds.
(ii) ABL Facility Claims (including LC Facility Claims)
The Debtors estimate that there will be approximately $140 million in debt outstanding in
connection with the ABL Facility ($127 million, which includes amounts outstanding in connection
with prepetition letters of credit) and the post-petition secured letter of credit facility (the
LC Facility) ($13
million)4 on the Conversion Date. The Liquidation Analyses project that the
Liquidation Proceeds shall cause the ABL Facility and the LC Facility, as secured by Debtors Cash
and other Debtors assets, to be paid in full.
(iii) Term Loan Facility Claim
As of the Petition Date, there was approximately $1.507 billion in debt outstanding in
connection with the Term Loan Facility. Holders of Term Loan Facility Claims hold Secured Claims
against select assets of the Debtors Estates (the Secured Term Loan Claims). The
Secured Term Loan Claims are only secured to the extent of the value of the underlying Collateral.
Because the value of the Collateral is less than $1.507 billion in a chapter 7 liquidation, the
Term Lenders will not be entitled to any postpetition interest and will have an unsecured
deficiency Claim against Visteon Corporation and each of the guarantors under the Term Loan
Facility to the extent the value of the Secured Term Loan Claims exceed the value of the
Collateral.
|
|
|
4 |
|
This amount includes any fees related to
post-petition letters of credit issued pursuant to the Order Approving
Post-Petition Secured Letter of Credit Facility and Authorizing the Debtors to
Pay Certain Fees and Costs Related Thereto, dated November 12, 2009 [Docket No.
1297]. |
11
(l) Administrative and Priority Claims
Administrative and Priority Claims consist of: (i) a Superpriority Adequate Protection Claim
of at least $150 million held by the Term Loan Lenders against each of the Debtors; (ii) Claims
entitled to priority under section 507 of the Bankruptcy Code; and (iii) Claims entitled to
administrative expense priority under section 503 of the Bankruptcy Code.
|
(i) |
|
Superpriority Adequate Protection Claim: As
consideration for the DIP Facility, and pursuant to the Final Order Pursuant to
11 U.S.C. §§ 105, 361, 362, 363, 364, 365 and 507: (A) Approving Senior Secured
Superpriority Priming Postpetition Financing; (B) Granting Liens and Providing
Superpriorty Administrative Expense Status; (C) Granting Adequate Protection to
Prepetition Secured Parties; (D) Authorizing the Use of Cash Collateral; and
(E) Modifying the Automatic Stay, dated November 12, 2009 [Docket No. 1311]
(the DIP Order), the Term Loan Lenders received various forms of
adequate protection for any diminution in fair value of their interests in the
Collateral from the date of the DIP Order. Among other forms of adequate
protection, the DIP Order entitles the Term Loan Lenders to assert a
superpriority claim (the Superpriority Adequate Protection Claim)
against each of the Debtors on account of any diminution of the value of the
Collateral securing the Term Loan Facility from the time of entry of the DIP
Order to the Conversion Date. The Debtors have assumed that a conversion of
the Chapter 11 Cases to chapter 7 liquidation cases would result in a
significant diminution in the value of the Debtors enterprise value and the
Term Loan Lenders Collateral. At a minimum, the Term Loan Lenders would be
entitled to a Superpriority Adequate Protection Claim of $150 million, the
amount of the DIP Facility claim. In a chapter 7 liquidation, the Term Loan
Lenders would likely be entitled to a distribution on account of this
Superpriority Adequate Protection Claim from the Liquidation Proceeds of VEC to
the extent such proceeds may be available. |
|
|
(ii) |
|
Administrative Claims: |
|
(A) |
|
Accrued Employee Benefits: This $52
million Claim is related to post-petition accrued employee obligations,
excluding pension and OPEB. |
|
|
(B) |
|
Section 503(b)(9) Claims: The
Liquidation Analyses reflect payment of $30 million in 503(b)(9)
Administrative Claims. The Liquidation Analyses assume that vendors
receive an Administrative Claim for the value of any goods received by
the Debtors within twenty (20) days before the Petition Date, so long
as the goods have been sold to the Debtors in the ordinary course of
business. |
|
|
(C) |
|
Post-Petition Accounts Payable: These
Claims include payables incurred during the post-petition period and
outstanding as of the Conversion Date. |
|
|
(D) |
|
PBGC Termination Penalty: The PBGC may
assert a Claim for a termination penalty that would arise in the case
of a chapter 7 liquidation, however, the Liquidation Analyses do not
assume such a Claim would be Allowed. |
12
|
(E) |
|
Accommodation Agreements Claims:
These Claims include any Claims that may arise in connection with
the Debtors breach of Accommodation Agreements. Such Claims will be
resolved in the course of transitioning certain portions of the
Debtors operations to OEMs. As such, the Liquidation Analyses
estimate such Claims to have no value. |
(m) General Unsecured Claims
The Liquidation Analyses assume the Trustee will distribute any remaining Liquidation Proceeds
on account of the following Claims, as dictated through a legal entity waterfall, on a pari passu
basis:
|
(i) |
|
Trade Creditor Claims: These Claims include
pre-petition trade accounts payable. The balance of such Claims includes
pre-petition trade accounts payable balances, less the estimated amount of
503(b)(9) Administrative Claims. These balances are held at various Debtor
entities. |
|
|
(ii) |
|
8.25% Senior Notes: These Claims include $211 million
in outstanding unsecured bonds that mature in August 2010. These Claims are
asserted solely against Visteon Corporation. |
|
|
(iii) |
|
7.00% Senior Notes: These Claims include $458 million
in outstanding unsecured bonds that mature in March 2014. These Claims are
asserted solely against Visteon Corporation. |
|
|
(iv) |
|
12.25% Senior Notes: These Claims include $217 million
in outstanding unsecured bonds that mature in December 2016. These Claims are
asserted against Visteon Corporation and various other Debtor entities. |
|
|
(v) |
|
Term Loan Deficiency Claim: The Term Loan Lenders have
an unsecured Claim to the extent that the value of the Collateral securing the
Term Loan Facility is less than the aggregate amount of the Term Loan Claims.
This deficiency Claim would be asserted against Visteon Corporation and each of
the Debtors that guaranteed the Term Loan Facility. |
|
(A) |
|
PBGC Unfunded Benefits Liability
Claims: The Liquidation Analyses assume that upon termination of
the Debtors defined benefit pension plans in a liquidation context,
the PBGC would assert unfunded benefit liability Claims against all of
the Debtors and certain of the Debtors wholly-owned, non-Debtor
subsidiaries. The Liquidation Analyses assume that, in asserting the
PBGC Claim against non-Debtor affiliates, the PBGC will argue that
these non-Debtor affiliates are members of the Debtors controlled
group under ERISA. |
|
|
|
|
The Liquidation Analyses assume that the PBGC would assert a $510
million Claim against all of the Debtors, jointly and severally, in a
chapter 7 liquidation. The estimated PBGC Claim was based on the
Towers Perrin estimate for determining the unfunded status of a
terminated defined benefit pension plan based on the December 31,
2009 plan assets, liabilities, and interest rates. |
|
(vi) |
|
Other General Unsecured Claims: Any Claim, other than
Administrative Claims, DIP Facility Claims, ABL Claims, the Term Loan
Facility Claim, the 12.25% |
13
|
|
|
Senior Notes Claim, the 7.00% Senior Notes Claim, the 8.25% Senior Notes
Claim, Trade Claims, and Intercompany Claims. These Claims are held at
various entities. |
|
(vii) |
|
Intercompany Claims: These Claims include obligations
between affiliates and are held at various entities. |
(n) Equity Interests
There are insufficient Liquidation Proceeds for holders of Interests to obtain any recovery in
a chapter 7 liquidation.
Potential Sources of Value for Unsecured Creditors
As described above, the Collateral securing the ABL and Term Loan Facilities does not include
the following assets:
Proceeds of VEC: VECs assets are not part of the Collateral securing
the Claims of the ABL Lender and the Term Loan Lenders. Thus, the net proceeds of a
liquidation of VECs assets may be available to certain of the Creditors holding
Allowed Claims in Class G (holders of Claims in Classes I and K do not hold valid
Claims against VEC). However, such proceeds would only be available to Creditors
after satisfaction of any Administrative Claims, Superpriority Adequate Protection
Claims or Priority Claims against VEC. Because the Debtors assume that such
Administrative and Priority Claims would consume the net proceeds of a liquidation of
VECs assets, VECs Liquidation Analysis does not assume any such value would remain
for distribution to any other Creditors holding Allowed Claims in Class G.
Equity in Foreign Affiliates: Certain of the Debtors equity
interests in Other Foreign Affiliates are not pledged to the Term Loan Lenders.
Additionally, VIHI holds 4.99% of unpledged stock in Halla. Thus, 35% of the net
proceeds of the disposition of the stock in foreign Affiliates and the proceeds of the
disposition of the unpledged stock in Halla would be available for distribution to
Creditors holding Allowed Claims in Classes F and G after satisfaction of any
Administrative Claims, Superpriority Adequate Protection Claims or Priority Claims
against VIHI. Because VIHI is a holding company, the Debtors believe that the Term
Loan Lenders are the only holders of Allowed Claims in Class G that would have Claims
against VIHI on account of any deficiency Claims that arise due to the fact the
Allowed Amount of the Term Loan Facility Claims exceed the value of the Collateral.
Avoidance Actions:
|
(i) |
|
Preference Payments: The Debtors have conducted a
preliminary analysis of payments made within 90 days of the Petition Date to
determine whether such payments may be subject to potential avoidance as
preferences under section 547 of the Bankruptcy Code. The proceeds of such
preference actions would be available for distribution to Creditors holding
Allowed Claims in Classes F, G, I and K. However, given the section 506(c)
waivers approved by the Bankruptcy Court in the DIP Order and the Final Order
on Consent (I) Authorizing Use of Prepetition Term Loan Priority Collateral and
Term Loan Cash Collateral Under 11 U.S.C. § 361; and (II) Granting Adequate
Protection Under 11 U.S.C. §§ 361, 362, and 363, dated July 16, 2009 [Docket
No. 0598], any recovery or proceeds of such preference actions would likely be
used to satisfy the Claims of |
14
|
|
|
holders of Allowed Administrative Claims. The following Debtors may hold
potential preference claims: Visteon Corporation; Visteon Systems, LLC; VC
Regional Assembly & Manufacturing, LLC; and GCM/Visteon Automotive Systems,
LLC. |
|
(ii) |
|
Fraudulent Transfers: Pursuant to section 548 of the
Bankruptcy Code, business transfers deemed to have been executed fraudulently
within two years prior to the Petition Date can be an Avoidance Action. The
Debtors are not attributing any value to potential Claims the Estates may have
under section 548 of the Bankruptcy Code, including the Claims against Ford,
which the Creditors Committee is investigating. |
Commercial Claims: The Debtors anticipate there will be potential
Causes of Action against third parties that arise in the ordinary course of business,
including Claims against customers (the Commercial Claims). The Liquidation
Analyses assume any such Claims against the customers would be offset by breach of
contract counterclaims and Commercial Claims held by the customers against the Debtors
as well as the customers funding and contribution to Liquidation Costs pursuant to
certain of the Accommodation Agreements. Accordingly, any recovery on account of the
Commercial Claims would be de minimis.
15
Visteon Corporation
Visteon Systems, LLC
8030BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A) |
|
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B) |
|
|
|
66 |
|
|
|
15 |
|
|
|
22.9 |
% |
|
|
17 |
|
|
|
25.7 |
% |
|
|
19 |
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C) |
|
|
|
9,423 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D) |
|
|
|
34 |
|
|
|
25 |
|
|
|
71.7 |
% |
|
|
28 |
|
|
|
81.7 |
% |
|
|
31 |
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E) |
|
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F) |
|
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G) |
|
|
|
4 |
|
|
|
0 |
|
|
|
6.2 |
% |
|
|
0 |
|
|
|
11.5 |
% |
|
|
1 |
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I) |
|
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
9,527 |
|
|
$ |
40 |
|
|
|
0.4 |
% |
|
$ |
45 |
|
|
|
0.5 |
% |
|
$ |
51 |
|
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
59 |
|
|
|
|
|
|
$ |
65 |
|
|
|
|
|
|
$ |
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
(3 |
) |
|
|
67.4 |
% |
|
$ |
(3 |
) |
|
|
70.2 |
% |
|
$ |
(4 |
) |
|
|
72.5 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
32.6 |
% |
|
|
(1 |
) |
|
|
29.8 |
% |
|
|
(1 |
) |
|
|
27.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
(5 |
) |
|
|
|
|
|
$ |
(5 |
) |
|
|
|
|
|
$ |
(5 |
) |
|
|
|
|
|
Total Net Encumbered Assets Liquidation
Proceeds |
|
|
|
|
|
|
|
|
|
$ |
37 |
|
|
|
|
|
|
$ |
42 |
|
|
|
|
|
|
$ |
47 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation
Proceeds |
|
|
|
|
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
54 |
|
|
|
|
|
|
$ |
60 |
|
|
|
|
|
|
$ |
65 |
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
37 |
|
|
|
|
|
|
|
42 |
|
|
|
|
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K) |
|
|
|
1,797 |
|
|
|
37 |
|
|
|
2.0 |
% |
|
|
42 |
|
|
|
2.3 |
% |
|
|
47 |
|
|
|
2.6 |
% |
|
Net Encumbered Proceeds
Available for
Admin &
Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds
Available for Admin &
Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
18 |
|
|
|
|
|
|
$ |
18 |
|
|
|
|
|
|
$ |
18 |
|
|
|
|
|
|
Ch. 11 Administrative & Priority Claims |
|
|
(L) |
|
|
|
32 |
|
|
|
18 |
|
|
|
55.3 |
% |
|
|
18 |
|
|
|
55.6 |
% |
|
|
18 |
|
|
|
55.9 |
% |
|
Net Estimated Proceeds Available for
Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M) |
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M) |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Debt |
|
|
(M) |
|
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M) |
|
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,077 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N) |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
16
Visteon Corporation
Visteon Corporation
1239BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
(A) |
|
$ |
570 |
|
|
$ |
570 |
|
|
|
100.0 |
% |
|
$ |
570 |
|
|
|
100.0 |
% |
|
$ |
570 |
|
|
|
100.0 |
% |
Accounts Receivable |
|
(B) |
|
|
93 |
|
|
|
21 |
|
|
|
22.9 |
% |
|
|
24 |
|
|
|
25.7 |
% |
|
|
27 |
|
|
|
28.6 |
% |
Intercompany Receivable |
|
(C) |
|
|
6,255 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
(D) |
|
|
37 |
|
|
|
27 |
|
|
|
71.7 |
% |
|
|
30 |
|
|
|
81.7 |
% |
|
|
34 |
|
|
|
91.7 |
% |
Prepaid Expenses |
|
(E) |
|
|
16 |
|
|
|
2 |
|
|
|
16.0 |
% |
|
|
3 |
|
|
|
21.3 |
% |
|
|
4 |
|
|
|
26.6 |
% |
Other Current Assets |
|
(F) |
|
|
31 |
|
|
|
5 |
|
|
|
17.3 |
% |
|
|
8 |
|
|
|
26.0 |
% |
|
|
11 |
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
5 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
(G) |
|
|
396 |
|
|
|
25 |
|
|
|
6.2 |
% |
|
|
45 |
|
|
|
11.5 |
% |
|
|
77 |
|
|
|
19.4 |
% |
Equity in Affiliates |
|
(H) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
(I) |
|
|
16 |
|
|
|
7 |
|
|
|
40.2 |
% |
|
|
7 |
|
|
|
45.2 |
% |
|
|
8 |
|
|
|
50.3 |
% |
IP |
|
(J) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
$ |
7,419 |
|
|
$ |
657 |
|
|
|
8.9 |
% |
|
$ |
688 |
|
|
|
9.3 |
% |
|
$ |
731 |
|
|
|
9.8 |
% |
Unencumbered Assets |
|
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
673 |
|
|
|
|
|
|
$ |
704 |
|
|
|
|
|
|
$ |
747 |
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
$ |
(132 |
) |
|
|
97.6 |
% |
|
$ |
(135 |
) |
|
|
97.7 |
% |
|
$ |
(138 |
) |
|
|
97.9 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
(3 |
) |
|
|
2.4 |
% |
|
|
(3 |
) |
|
|
2.3 |
% |
|
|
(3 |
) |
|
|
2.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
$ |
(136 |
) |
|
|
|
|
|
$ |
(138 |
) |
|
|
|
|
|
$ |
(141 |
) |
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
524 |
|
|
|
|
|
|
$ |
553 |
|
|
|
|
|
|
$ |
593 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
537 |
|
|
|
|
|
|
$ |
566 |
|
|
|
|
|
|
$ |
606 |
|
|
|
|
|
|
DIP |
|
|
|
|
150 |
|
|
|
150 |
|
|
|
100.0 |
% |
|
|
150 |
|
|
|
100.0 |
% |
|
|
150 |
|
|
|
100.0 |
% |
U.S. ABL (Incl. LCs) / LC Facility |
|
|
|
|
140 |
|
|
|
140 |
|
|
|
100.0 |
% |
|
|
140 |
|
|
|
100.0 |
% |
|
|
140 |
|
|
|
100.0 |
% |
Capital Leases |
|
|
|
|
6 |
|
|
|
3 |
|
|
|
50.0 |
% |
|
|
3 |
|
|
|
50.0 |
% |
|
|
3 |
|
|
|
50.0 |
% |
Term Loan |
|
|
|
|
1,507 |
|
|
|
232 |
|
|
|
15.4 |
% |
|
|
260 |
|
|
|
17.3 |
% |
|
|
300 |
|
|
|
19.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
(K) |
|
|
1,803 |
|
|
|
524 |
|
|
|
29.1 |
% |
|
|
553 |
|
|
|
30.7 |
% |
|
|
593 |
|
|
|
32.9 |
% |
|
Net Encumbered Proceeds
Available for Admin & Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds
Available for Admin &
Priority Claims |
|
|
|
|
|
$ |
13 |
|
|
|
|
|
|
$ |
13 |
|
|
|
|
|
|
$ |
13 |
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
(L) |
|
|
79 |
|
|
|
13 |
|
|
|
15.9 |
% |
|
|
13 |
|
|
|
16.1 |
% |
|
|
13 |
|
|
|
16.2 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
(M) |
|
|
29 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Bonds |
|
(M) |
|
|
886 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Pension |
|
(M) |
|
|
510 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Term Loan Deficiency Claim |
|
(M) |
|
|
321 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
1,746 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
(N) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
17
Visteon Corporation
Visteon Global Technologies, Inc.
2019BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
(A) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
100.0 |
% |
|
$ |
0 |
|
|
|
100.0 |
% |
|
$ |
0 |
|
|
|
100.0 |
% |
Accounts Receivable |
|
(B) |
|
|
0 |
|
|
|
0 |
|
|
|
22.9 |
% |
|
|
0 |
|
|
|
25.7 |
% |
|
|
0 |
|
|
|
28.6 |
% |
Intercompany Receivable |
|
(C) |
|
|
1,828 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
(D) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
(E) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
(F) |
|
|
0 |
|
|
|
0 |
|
|
|
17.3 |
% |
|
|
0 |
|
|
|
26.0 |
% |
|
|
0 |
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
(G) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
(H) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
(I) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
(J) |
|
|
33 |
|
|
|
33 |
|
|
|
100.0 |
% |
|
|
33 |
|
|
|
100.0 |
% |
|
|
33 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
$ |
1,862 |
|
|
$ |
34 |
|
|
|
1.8 |
% |
|
$ |
34 |
|
|
|
1.8 |
% |
|
$ |
34 |
|
|
|
1.8 |
% |
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
34 |
|
|
|
|
|
|
$ |
34 |
|
|
|
|
|
|
$ |
34 |
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
(7 |
) |
|
|
100.0 |
% |
|
|
(7 |
) |
|
|
100.0 |
% |
|
|
(7 |
) |
|
|
100.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
27 |
|
|
|
|
|
|
$ |
27 |
|
|
|
|
|
|
$ |
27 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
27 |
|
|
|
|
|
|
$ |
27 |
|
|
|
|
|
|
$ |
27 |
|
|
|
|
|
|
DIP |
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
1,507 |
|
|
|
27 |
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
(K) |
|
|
1,797 |
|
|
|
27 |
|
|
|
1.5 |
% |
|
|
27 |
|
|
|
1.5 |
% |
|
|
27 |
|
|
|
1.5 |
% |
|
Net Encumbered Proceeds
Available for Admin &
Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds
Available for Admin &
Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative & Priority Claims |
|
(L) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
(M) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
(M) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
(M) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
(N) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
18
Visteon Corporation
Visteon International Holdings, Inc.
1514BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
(A) |
|
$ |
34 |
|
|
$ |
34 |
|
|
|
100.0 |
% |
|
$ |
34 |
|
|
|
100.0 |
% |
|
$ |
34 |
|
|
|
100.0 |
% |
Accounts Receivable |
|
(B) |
|
|
1 |
|
|
|
0 |
|
|
|
22.9 |
% |
|
|
0 |
|
|
|
25.7 |
% |
|
|
0 |
|
|
|
28.6 |
% |
Intercompany Receivable |
|
(C) |
|
|
655 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
(D) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
(E) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
(F) |
|
|
1 |
|
|
|
0 |
|
|
|
17.3 |
% |
|
|
0 |
|
|
|
26.0 |
% |
|
|
0 |
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
(G) |
|
|
140 |
|
|
|
9 |
|
|
|
6.2 |
% |
|
|
16 |
|
|
|
11.5 |
% |
|
|
27 |
|
|
|
19.4 |
% |
|
Equity in Affiliates |
|
(H) |
|
|
684 |
|
|
|
684 |
|
|
|
100.0 |
% |
|
|
684 |
|
|
|
100.0 |
% |
|
|
684 |
|
|
|
100.0 |
% |
|
Other Long Term Assets |
|
(I) |
|
|
0 |
|
|
|
0 |
|
|
|
40.2 |
% |
|
|
0 |
|
|
|
45.2 |
% |
|
|
0 |
|
|
|
50.3 |
% |
IP |
|
(J) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
$ |
1,516 |
|
|
$ |
727 |
|
|
|
48.0 |
% |
|
$ |
735 |
|
|
|
48.5 |
% |
|
$ |
746 |
|
|
|
49.2 |
% |
Unencumbered Assets |
|
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
756 |
|
|
|
|
|
|
$ |
764 |
|
|
|
|
|
|
$ |
775 |
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
$ |
(25 |
) |
|
|
96.1 |
% |
|
$ |
(26 |
) |
|
|
96.2 |
% |
|
$ |
(26 |
) |
|
|
96.2 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
(1 |
) |
|
|
3.9 |
% |
|
|
(1 |
) |
|
|
3.8 |
% |
|
|
(1 |
) |
|
|
3.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
$ |
(26 |
) |
|
|
|
|
|
$ |
(27 |
) |
|
|
|
|
|
$ |
(27 |
) |
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
702 |
|
|
|
|
|
|
$ |
709 |
|
|
|
|
|
|
$ |
720 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
730 |
|
|
|
|
|
|
$ |
737 |
|
|
|
|
|
|
$ |
748 |
|
|
|
|
|
|
DIP |
|
|
|
|
150 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Capital Leases |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Term Loan |
|
|
|
|
1,507 |
|
|
|
702 |
|
|
|
46.6 |
% |
|
|
709 |
|
|
|
47.1 |
% |
|
|
720 |
|
|
|
47.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
(K) |
|
|
1,657 |
|
|
|
702 |
|
|
|
42.3 |
% |
|
|
709 |
|
|
|
42.8 |
% |
|
|
720 |
|
|
|
43.5 |
% |
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
$ |
28 |
|
|
|
|
|
|
$ |
28 |
|
|
|
|
|
|
$ |
28 |
|
|
|
|
|
|
Ch. 11 Administrative & Priority Claims |
|
(L) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
$ |
28 |
|
|
|
|
|
|
$ |
28 |
|
|
|
|
|
|
$ |
28 |
|
|
|
|
|
|
Pension |
|
(M) |
|
|
510 |
|
|
|
17 |
|
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
17 |
|
|
|
|
|
Term Loan Deficiency Claim |
|
(M) |
|
|
321 |
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
831 |
|
|
|
28 |
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
Net Estimated Proceeds Available for Equity |
|
(N) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
19
Visteon Corporation
Visteon European Holdings Corporation
1653BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
(A) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
(B) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
(C) |
|
|
463 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
(D) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
(E) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
(F) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
(G) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
(H) |
|
|
15 |
|
|
|
15 |
|
|
|
100.0 |
% |
|
|
15 |
|
|
|
100.0 |
% |
|
|
15 |
|
|
|
100.0 |
% |
Other Long Term Assets |
|
(I) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
(J) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
$ |
478 |
|
|
$ |
15 |
|
|
|
3.2 |
% |
|
$ |
15 |
|
|
|
3.2 |
% |
|
$ |
15 |
|
|
|
3.2 |
% |
Unencumbered Assets |
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
24 |
|
|
|
|
|
|
$ |
24 |
|
|
|
|
|
|
$ |
24 |
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
$ |
(4 |
) |
|
|
65.0 |
% |
|
$ |
(4 |
) |
|
|
65.0 |
% |
|
$ |
(4 |
) |
|
|
65.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
(2 |
) |
|
|
35.0 |
% |
|
|
(2 |
) |
|
|
35.0 |
% |
|
|
(2 |
) |
|
|
35.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
11 |
|
|
|
|
|
|
$ |
11 |
|
|
|
|
|
|
$ |
11 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
17 |
|
|
|
|
|
|
$ |
17 |
|
|
|
|
|
|
$ |
17 |
|
|
|
|
|
|
DIP |
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
1,507 |
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
(K) |
|
|
1,657 |
|
|
|
11 |
|
|
|
0.7 |
% |
|
|
11 |
|
|
|
0.7 |
% |
|
|
11 |
|
|
|
0.7 |
% |
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
$ |
6 |
|
|
|
|
|
|
$ |
6 |
|
|
|
|
|
|
$ |
6 |
|
|
|
|
|
|
Ch. 11 Administrative & Priority Claims |
|
(L) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
$ |
6 |
|
|
|
|
|
|
$ |
6 |
|
|
|
|
|
|
$ |
6 |
|
|
|
|
|
|
Accounts Payable |
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
(M) |
|
|
510 |
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
Bonds |
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
(M) |
|
|
321 |
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
831 |
|
|
|
6 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
Net Estimated Proceeds Available for Equity |
|
(N) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
20
Visteon Corporation
VC Regional Assembly & Manufacturing, LLC
2850BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
2 |
|
|
|
1 |
|
|
|
22.9 |
% |
|
|
1 |
|
|
|
25.7 |
% |
|
|
1 |
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
229 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
1 |
|
|
|
0 |
|
|
|
71.7 |
% |
|
|
1 |
|
|
|
81.7 |
% |
|
|
1 |
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
0 |
|
|
|
0 |
|
|
|
6.2 |
% |
|
|
0 |
|
|
|
11.5 |
% |
|
|
0 |
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
232 |
|
|
$ |
1 |
|
|
|
0.4 |
% |
|
$ |
1 |
|
|
|
0.5 |
% |
|
$ |
1 |
|
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
7 |
|
|
|
|
|
|
$ |
7 |
|
|
|
|
|
|
$ |
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
(0 |
) |
|
|
14.8 |
% |
|
|
(0 |
) |
|
|
16.4 |
% |
|
|
(0 |
) |
|
|
18.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
(0 |
) |
|
|
85.2 |
% |
|
|
(0 |
) |
|
|
83.6 |
% |
|
|
(0 |
) |
|
|
82.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
(0 |
) |
|
|
|
|
|
|
(0 |
) |
|
|
|
|
|
|
(0 |
) |
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
1 |
|
|
|
|
|
|
$ |
1 |
|
|
|
|
|
|
$ |
1 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
7 |
|
|
|
|
|
|
$ |
7 |
|
|
|
|
|
|
$ |
7 |
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,797 |
|
|
|
1 |
|
|
|
0.1 |
% |
|
|
1 |
|
|
|
0.1 |
% |
|
|
1 |
|
|
|
0.1 |
% |
|
Net Encumbered Proceeds
Available for Admin &
Priority Claims |
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds
Available for Admin &
Priority Claims |
|
$ |
6 |
|
|
|
|
|
|
$ |
6 |
|
|
|
|
|
|
$ |
6 |
|
|
|
|
|
|
Ch. 11 Administrative & Priority Claims |
|
|
(L |
) |
|
|
9 |
|
|
|
6 |
|
|
|
60.0 |
% |
|
|
6 |
|
|
|
60.0 |
% |
|
|
6 |
|
|
|
60.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M |
) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,059 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
21
Visteon Corporation
Visteon Electronics Corporation
3286BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
64 |
|
|
$ |
64 |
|
|
|
100.0 |
% |
|
$ |
64 |
|
|
|
100.0 |
% |
|
$ |
64 |
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
123 |
|
|
|
28 |
|
|
|
22.9 |
% |
|
|
32 |
|
|
|
25.7 |
% |
|
|
35 |
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
18 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
36 |
|
|
|
6 |
|
|
|
17.3 |
% |
|
|
9 |
|
|
|
26.0 |
% |
|
|
13 |
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
242 |
|
|
$ |
98 |
|
|
|
40.7 |
% |
|
$ |
105 |
|
|
|
43.5 |
% |
|
$ |
112 |
|
|
|
46.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
(1 |
) |
|
|
100.0 |
% |
|
$ |
(4 |
) |
|
|
100.0 |
% |
|
$ |
(4 |
) |
|
|
100.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
98 |
|
|
|
|
|
|
$ |
101 |
|
|
|
|
|
|
$ |
108 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
98 |
|
|
|
|
|
|
$ |
101 |
|
|
|
|
|
|
$ |
108 |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
98 |
|
|
|
|
|
|
$ |
101 |
|
|
|
|
|
|
$ |
108 |
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
Term Loan Adequate Protection |
|
|
(L |
) |
|
|
150 |
|
|
|
98 |
|
|
|
65.2 |
% |
|
|
101 |
|
|
|
67.5 |
% |
|
|
108 |
|
|
|
71.9 |
% |
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds/Other Debt |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
22
Visteon Corporation
Visteon Global Treasury, Inc.
2022BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
11 |
|
|
$ |
11 |
|
|
|
100.0 |
% |
|
$ |
11 |
|
|
|
100.0 |
% |
|
$ |
11 |
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
(0 |
) |
|
|
(0 |
) |
|
|
22.9 |
% |
|
|
(0 |
) |
|
|
25.7 |
% |
|
|
(0 |
) |
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
181 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
(0 |
) |
|
|
(0 |
) |
|
|
17.3 |
% |
|
|
(0 |
) |
|
|
26.0 |
% |
|
|
(0 |
) |
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
192 |
|
|
$ |
11 |
|
|
|
5.7 |
% |
|
$ |
11 |
|
|
|
5.7 |
% |
|
$ |
11 |
|
|
|
5.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
11 |
|
|
|
5.7 |
% |
|
$ |
11 |
|
|
|
5.7 |
% |
|
$ |
11 |
|
|
|
5.7 |
% |
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
0 |
|
|
|
100.0 |
% |
|
$ |
0 |
|
|
|
100.0 |
% |
|
$ |
0 |
|
|
|
100.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
11 |
|
|
|
|
|
|
$ |
11 |
|
|
|
|
|
|
$ |
11 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
11 |
|
|
|
|
|
|
$ |
11 |
|
|
|
|
|
|
$ |
11 |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,797 |
|
|
|
11 |
|
|
|
0.6 |
% |
|
|
11 |
|
|
|
0.6 |
% |
|
|
11 |
|
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M |
) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
23
Visteon Corporation
Visteon Holdings, LLC
1341BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
177 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
177 |
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,657 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net
Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Debt |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
831 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
24
Visteon Corporation
GCM/Visteon Automotive Systems, LLC
2849BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
25 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
0 |
|
|
|
0 |
|
|
|
17.3 |
% |
|
|
0 |
|
|
|
26.0 |
% |
|
|
0 |
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
25 |
|
|
$ |
0 |
|
|
|
0.0 |
% |
|
$ |
0 |
|
|
|
0.0 |
% |
|
$ |
0 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
3 |
|
|
|
|
|
|
$ |
3 |
|
|
|
|
|
|
$ |
3 |
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
(0 |
) |
|
|
0.0 |
% |
|
|
(0 |
) |
|
|
0.0 |
% |
|
|
(0 |
) |
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
(0 |
) |
|
|
100.0 |
% |
|
|
(0 |
) |
|
|
100.0 |
% |
|
|
(0 |
) |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
(0 |
) |
|
|
|
|
|
|
(0 |
) |
|
|
|
|
|
|
(0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
3 |
|
|
|
|
|
|
$ |
3 |
|
|
|
|
|
|
$ |
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,797 |
|
|
|
0 |
|
|
|
0.0 |
% |
|
|
0 |
|
|
|
0.0 |
% |
|
|
0 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
3 |
|
|
|
|
|
|
$ |
3 |
|
|
|
|
|
|
$ |
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ch. 11 Administrative & Priority Claims |
|
|
(L |
) |
|
|
6 |
|
|
|
3 |
|
|
|
60.2 |
% |
|
|
3 |
|
|
|
60.2 |
% |
|
|
3 |
|
|
|
60.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M |
) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,055 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
Visteon Corporation
Visteon International Business Development, Inc.
0361BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A) |
|
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B) |
|
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C) |
|
|
|
25 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D) |
|
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E) |
|
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F) |
|
|
|
0 |
|
|
|
0 |
|
|
|
17.3 |
% |
|
|
0 |
|
|
|
26.0 |
% |
|
|
0 |
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G) |
|
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I) |
|
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
25 |
|
|
$ |
0 |
|
|
|
0.2 |
% |
|
$ |
0 |
|
|
|
0.3 |
% |
|
$ |
0 |
|
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
(0 |
) |
|
|
100.0 |
% |
|
$ |
(0 |
) |
|
|
100.0 |
% |
|
$ |
(0 |
) |
|
|
100.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
(0 |
) |
|
|
|
|
|
$ |
(0 |
) |
|
|
|
|
|
$ |
(0 |
) |
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K) |
|
|
|
1,797 |
|
|
|
0 |
|
|
|
0.0 |
% |
|
|
0 |
|
|
|
0.0 |
% |
|
|
0 |
|
|
|
0.0 |
% |
|
Net Encumbered Proceeds
Available for Admin &
Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds
Available for Admin
&
Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative & Priority Claims |
|
|
(L) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M) |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M) |
|
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M) |
|
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N) |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
26
Visteon Corporation
VC Aviation Services, LLC
2565BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
(A) |
|
$ |
1 |
|
|
$ |
1 |
|
|
|
100.0 |
% |
|
$ |
1 |
|
|
|
100.0 |
% |
|
$ |
1 |
|
|
|
100.0 |
% |
Accounts Receivable |
|
(B) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
(C) |
|
|
1 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
(D) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
(E) |
|
|
0 |
|
|
|
0 |
|
|
|
16.0 |
% |
|
|
0 |
|
|
|
21.3 |
% |
|
|
0 |
|
|
|
26.6 |
% |
Other Current Assets |
|
(F) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net1 |
|
(G) |
|
|
16 |
|
|
|
6 |
|
|
|
40.0 |
% |
|
|
8 |
|
|
|
50.0 |
% |
|
|
10 |
|
|
|
60.0 |
% |
Equity in Affiliates |
|
(H) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
(I) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
(J) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
$ |
18 |
|
|
$ |
7 |
|
|
|
38.9 |
% |
|
$ |
9 |
|
|
|
47.8 |
% |
|
$ |
10 |
|
|
|
56.7 |
% |
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
7 |
|
|
|
38.9 |
% |
|
$ |
9 |
|
|
|
47.8 |
% |
|
$ |
10 |
|
|
|
56.7 |
% |
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
$ |
(0 |
) |
|
|
99.9 |
% |
|
$ |
(0 |
) |
|
|
99.9 |
% |
|
$ |
(0 |
) |
|
|
99.9 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
$ |
(0 |
) |
|
|
|
|
|
$ |
(0 |
) |
|
|
|
|
|
$ |
(0 |
) |
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
7 |
|
|
|
|
|
|
$ |
9 |
|
|
|
|
|
|
$ |
10 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
7 |
|
|
|
|
|
|
$ |
9 |
|
|
|
|
|
|
$ |
10 |
|
|
|
|
|
|
DIP |
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
1,507 |
|
|
|
7 |
|
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
(K) |
|
|
1,797 |
|
|
|
7 |
|
|
|
0.4 |
% |
|
|
9 |
|
|
|
0.5 |
% |
|
|
10 |
|
|
|
0.6 |
% |
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
(L) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
(M) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
(M) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
(M) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
(N) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
1. |
|
Only asset is airplane, thus blended PP&E percentage not used to calculate PP&E proceeds |
27
Visteon Corporation
MIG Visteon Automotive Systems, LLC
3122BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
|
(%) |
|
Cash |
|
(A) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
100.0 |
% |
|
$ |
0 |
|
|
|
100.0 |
% |
|
$ |
0 |
|
|
|
100.0 |
% |
Accounts Receivable |
|
(B) |
|
|
0 |
|
|
|
0 |
|
|
|
22.9 |
% |
|
|
0 |
|
|
|
25.7 |
% |
|
|
0 |
|
|
|
28.6 |
% |
Intercompany Receivable |
|
(C) |
|
|
2 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
(D) |
|
|
0 |
|
|
|
0 |
|
|
|
71.7 |
% |
|
|
0 |
|
|
|
81.7 |
% |
|
|
0 |
|
|
|
91.7 |
% |
Prepaid Expenses |
|
(E) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
(F) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
(G) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
(H) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
(I) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
(J) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
$ |
2 |
|
|
$ |
0 |
|
|
|
8.1 |
% |
|
$ |
0 |
|
|
|
8.6 |
% |
|
$ |
0 |
|
|
|
9.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
0 |
|
|
|
8.1 |
% |
|
$ |
0 |
|
|
|
8.6 |
% |
|
$ |
0 |
|
|
|
9.1 |
% |
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
$ |
(0 |
) |
|
|
100.0 |
% |
|
$ |
(0 |
) |
|
|
100.0 |
% |
|
$ |
(0 |
) |
|
|
100.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
$ |
(0 |
) |
|
|
|
|
|
$ |
(0 |
) |
|
|
|
|
|
$ |
(0 |
) |
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
DIP |
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
1,507 |
|
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
(K) |
|
|
1,797 |
|
|
|
0 |
|
|
|
0.0 |
% |
|
|
0 |
|
|
|
0.0 |
% |
|
|
0 |
|
|
|
0.0 |
% |
|
Net
Encumbered Proceeds Available for Admin & Priority
Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net
Unencumbered Proceeds Available for Admin & Priority
Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
(L) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
(M) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
(M) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
(M) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
(N) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
28
Visteon Corporation
Visteon Caribbean, Inc.
6790BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
(A) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
(B) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
(C) |
|
|
5 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
(D) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
(E) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
(F) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
(G) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
(H) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
(I) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
(J) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
$ |
5 |
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
(K) |
|
|
150 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Encumbered Proceeds
Available for Admin & Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
(L) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
(M) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Debt |
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
510 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
(N) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
29
Visteon Corporation
Fairlane Holdings, Inc.
2981BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
100.0 |
% |
|
$ |
0 |
|
|
|
100.0 |
% |
|
$ |
0 |
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
2 |
|
|
|
0 |
|
|
|
22.9 |
% |
|
|
0 |
|
|
|
25.7 |
% |
|
|
1 |
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
4 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
6 |
|
|
$ |
0 |
|
|
|
8.3 |
% |
|
$ |
1 |
|
|
|
9.2 |
% |
|
$ |
1 |
|
|
|
10.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
0 |
|
|
|
8.3 |
% |
|
$ |
1 |
|
|
|
9.2 |
% |
|
$ |
1 |
|
|
|
10.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
(0 |
) |
|
|
100.0 |
% |
|
$ |
(0 |
) |
|
|
100.0 |
% |
|
$ |
(0 |
) |
|
|
100.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
(0 |
) |
|
|
|
|
|
$ |
(0 |
) |
|
|
|
|
|
$ |
(0 |
) |
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
1 |
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
$ |
1 |
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,797 |
|
|
|
0 |
|
|
|
0.0 |
% |
|
|
0 |
|
|
|
0.0 |
% |
|
|
1 |
|
|
|
0.0 |
% |
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M |
) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
30
Visteon Corporation
Visteon Asia Holdings, Inc.
2200BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
3 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
3 |
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,657 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Debt |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
831 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
31
Visteon Corporation
GCM/Visteon Automotive Leasing Systems, LLC
3208BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A) |
|
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B) |
|
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C) |
|
|
|
8 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D) |
|
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E) |
|
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F) |
|
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G) |
|
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I) |
|
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
8 |
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K) |
|
|
|
1,797 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds
Available for Admin & Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds
Available
for Admin &
Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Estimated Proceeds Available for Unsecured
Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M) |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M) |
|
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M) |
|
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N) |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
32
Visteon Corporation
Visteon Remanufacturing Incorporated
2456BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
2 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
2 |
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,797 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Debt |
|
|
(M |
) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
33
Visteon Corporation
Visteon Climate Control Systems Limited
1431BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
0 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
0 |
|
|
$ |
|
|
|
$ |
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,797 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M |
) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
34
Visteon Corporation
ARS, Inc.
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,797 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M |
) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
35
Visteon Corporation
Infinitive Speech Systems Corp.
2587BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation
Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation
Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,797 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available for
Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for
Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for
Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M |
) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
36
Visteon Corporation
SunGlas, LLC
3154BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation
Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation
Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,797 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available for
Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for
Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for
Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M |
) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
37
Visteon Corporation
The Visteon Fund
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation
Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation
Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
150 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available
for Admin & Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds
Available for Admin & Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for
Unsecured Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Debt |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
510 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
38
Visteon Corporation
Tyler Road Investments, LLC
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,797 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
Net Encumbered Proceeds
Available
for Admin &
Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds
Available for Admin & Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M |
) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
39
Visteon Corporation
Visteon AC Holdings Corp.
2093BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A |
) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B |
) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D |
) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E |
) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F |
) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G |
) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I |
) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K |
) |
|
|
1,797 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Encumbered Proceeds
Available for Admin & Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds
Available for Admin & Priority Claims |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L |
) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds
Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M |
) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M |
) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M |
) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N |
) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
40
Visteon Corporation
Visteon Automotive Holdings, LLC
1340BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
(A) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
(B) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
(C) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
(D) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
(E) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
(F) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
(G) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
(H) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
(I) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
(J) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
(K) |
|
|
1,657 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net
Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
(L) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable |
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
(M) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Debt |
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
(M) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
831 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Estimated Proceeds Available for Equity |
|
(N) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
41
Visteon Corporation
Visteon Domestic Holdings, LLC
1900BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
(A) |
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
(B) |
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
(C) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
(D) |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
(E) |
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
(F) |
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
(G) |
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
(H) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
(I) |
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
(J) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIP |
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
(K) |
|
|
1,797 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
(L) |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable |
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
(M) |
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
(M) |
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
(M) |
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Estimated Proceeds Available for Equity |
|
(N) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
42
Visteon Corporation
Visteon Financial Corporation
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A) |
|
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B) |
|
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D) |
|
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E) |
|
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F) |
|
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G) |
|
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I) |
|
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K) |
|
|
|
1,797 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M) |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M) |
|
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M) |
|
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N) |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
43
Visteon Corporation
Visteon LA Holdings Corp.
2092BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A) |
|
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B) |
|
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D) |
|
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E) |
|
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F) |
|
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G) |
|
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I) |
|
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K) |
|
|
|
1,797 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority
Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M) |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M) |
|
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M) |
|
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N) |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
44
Visteon Corporation
Visteon Technologies, LLC
1356BU
($s in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Recovery |
|
|
|
|
|
|
|
Asset |
|
|
Low |
|
|
Medium |
|
|
High |
|
|
|
Notes |
|
|
Values |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
|
($) |
|
|
(%) |
|
Cash |
|
|
(A) |
|
|
$ |
|
|
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
|
$ |
|
|
|
|
100.0 |
% |
Accounts Receivable |
|
|
(B) |
|
|
|
|
|
|
|
|
|
|
|
22.9 |
% |
|
|
|
|
|
|
25.7 |
% |
|
|
|
|
|
|
28.6 |
% |
Intercompany Receivable |
|
|
(C) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Inventory |
|
|
(D) |
|
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
|
|
|
|
81.7 |
% |
|
|
|
|
|
|
91.7 |
% |
Prepaid Expenses |
|
|
(E) |
|
|
|
|
|
|
|
|
|
|
|
16.0 |
% |
|
|
|
|
|
|
21.3 |
% |
|
|
|
|
|
|
26.6 |
% |
Other Current Assets |
|
|
(F) |
|
|
|
|
|
|
|
|
|
|
|
17.3 |
% |
|
|
|
|
|
|
26.0 |
% |
|
|
|
|
|
|
34.6 |
% |
Deferred Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Property, Plant & Equipment, Net |
|
|
(G) |
|
|
|
|
|
|
|
|
|
|
|
6.2 |
% |
|
|
|
|
|
|
11.5 |
% |
|
|
|
|
|
|
19.4 |
% |
Equity in Affiliates |
|
|
(H) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
Other Long Term Assets |
|
|
(I) |
|
|
|
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
|
|
|
|
45.2 |
% |
|
|
|
|
|
|
50.3 |
% |
IP |
|
|
(J) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Proceeds |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unencumbered Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
|
$ |
|
|
|
|
0.0 |
% |
Unencumbered Asset Liquidation Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Chapter 7 Liquidation Costs |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Total Net Encumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Total Net Unencumbered Assets Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Liquidation Proceeds |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
DIP |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. ABL (Incl. LCs) |
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan |
|
|
|
|
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Secured Claims |
|
|
(K) |
|
|
|
1,797 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Encumbered Proceeds Available for Admin & Priority Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Unencumbered Proceeds Available for Admin & Priority
Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Ch. 11 Administrative / Priority Claims |
|
|
(L) |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Unsecured Claims |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Accounts Payable |
|
|
(M) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
(M) |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
(M) |
|
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Deficiency Claim |
|
|
(M) |
|
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unsecured Claims |
|
|
|
|
|
|
1,048 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
Net Estimated Proceeds Available for Equity |
|
|
(N) |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
45