Attached files
| file | filename |
|---|---|
| EX-4.1 - EX-4.1 - VISTEON CORP | k50269exv4w1.htm |
| EX-10.1 - EX-10.1 - VISTEON CORP | k50269exv10w1.htm |
| EX-10.2 - EX-10.2 - VISTEON CORP | k50269exv10w2.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 6, 2011
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-15827 | 38-3519512 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| One Village Center Drive, Van Buren Township, Michigan | 48111 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (800)-VISTEON
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
| o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS
| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth under “Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant” of this Current Report on Form
8-K is incorporated herein by reference.
SECTION 2 — FINANCIAL INFORMATION
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On April 6, 2011, Visteon Corporation (the “Company”) completed the sale of $500,000,000
aggregate principal amount of 6.75% senior notes due 2019 (the “Senior Notes”). The Senior Notes
were issued under an Indenture, dated April 6, 2011 (the “Indenture”), among the Company, the
subsidiary guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Trustee”). The Indenture and the form of Senior Notes provide, among other things,
that the Senior Notes will be senior unsecured obligations of the Company. Interest is payable on
the Senior Notes on April 15 and October 15 of each year beginning on October 15, 2011 until their
maturity date of April 15, 2019. Each of the Company’s existing and future wholly owned domestic
restricted subsidiaries that guarantee debt under the Company’s asset based credit facility will
guarantee the Notes (the “Subsidiary Guarantees”).
The terms of the Indenture, among other things, limit the ability of the Company and certain
of its subsidiaries to: make restricted payments; restrict dividends or other payments of
subsidiaries; incur additional debt; engage in transactions with affiliates; create liens on
assets; engage in sale and leaseback transactions; and consolidate, merge or transfer all or
substantially all of its assets and the assets of its subsidiaries.
The Indenture provides for customary events of default which include (subject in certain cases
to customary grace and cure periods), among others: nonpayment of principal or interest; breach of
other agreements in the Indenture; defaults in failure to pay certain other indebtedness; the
rendering of judgments to pay certain amounts of money against the Company and its subsidiaries;
the failure of certain guarantees to be enforceable; and certain events of bankruptcy or
insolvency. Generally, if an event of default occurs and is not cured within the time periods
specified, the Trustee or the holders of at least 25% in principal amount of the then outstanding
series of Senior Notes may declare all the Senior Notes of such series to be due and payable
immediately.
The Senior Notes were sold to the initial purchasers party to a certain purchase agreement
(the “Initial Purchasers”) for resale to qualified institutional buyers under Rule 144A and to
persons outside the United States under Regulation S. Pursuant to the terms of the registration
rights agreement, dated April 6, 2011 (the “Registration Rights Agreement”), among the Company, the
subsidiary guarantors named therein and the Initial Purchasers, the Company has agreed to offer to
exchange substantially identical senior notes that have been registered
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under the Securities Act of 1933, as amended, for the Senior Notes, or, in certain
circumstances, to register resales of the Senior Notes.
The Senior Notes and Subsidiary Guarantees were issued in a transaction exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws. Therefore, the Senior Notes and Subsidiary Guarantees may not be offered or sold
in the United States absent registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state securities laws. This Current Report
on Form 8-K of the Company and the exhibits hereto do not constitute an offer to sell any
securities or a solicitation of an offer to purchase any securities.
The Trustee and its affiliates have in the past, and may from time to time in the future,
provide banking and other services to the Company and its subsidiaries in the ordinary course of
their business.
The above description of certain terms and conditions of the Indenture, the form of Senior
Notes and the Registration Rights Agreement, are qualified in their entirety by reference to the
full text of the Indenture, form of Senior Notes and Registration Rights Agreement, which are
attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively, and incorporated herein by reference.
SECTION 8 — OTHER EVENTS
| Item 8.01 | Other Events. |
On April 6, 2011 and concurrently with the completion of the sale of the Senior Notes, the
Company repaid in full its obligations and liabilities under the Company’s $500 million Term Loan
Credit Agreement, dated as of October 1, 2010, among the Company, the certain subsidiary credit
parties signatory thereto, Morgan Stanley Senior Funding, Inc., as lender, administrative agent and
collateral agent, and the other lenders signatory thereto. In addition, the Company and certain of
its domestic subsidiaries entered into a second amendment to the Company’s revolving loan credit
agreement (the “Amendment”), whereby the Company’s Revolving Loan Credit Agreement (the “Revolving
Loan Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent and
co-collateral agent, Bank of America, N.A., as co-collateral agent, and the lenders and L/C issuers
party thereto, was amended and restated. The Amendment, among other things, reduces the commitment
fee on undrawn amounts, decreases certain applicable margins and modifies or replaces certain of
the covenants and other provisions.
In accordance with the accordion feature of the Revolving Loan Credit Agreement, on April 1,
2011 the Company and certain of its domestic subsidiaries entered an incremental revolving loan
amendment, whereby the commitment amounts under the Revolving Loan Credit Agreement were increased
by $20 million, to a total facility size of $220 million, subject to borrowing base requirements.
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SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
4.1
|
Indenture, dated as of April 6, 2011, among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
4.2
|
Form of 6.75% Senior Note due 2019 (incorporated by reference to Exhibit 4.1 filed herewith). | |
10.1
|
Registration Rights Agreement, dated as of April 6, 2011, among the Company and the guarantors and initial purchasers party thereto. | |
10.2
|
Form of Revolving Loan Credit Agreement, dated as of October 1, 2010, as amended and restated as of April 6, 2011 and effective as of the Second Amendment Effective Date, by and among the Company, and certain of its domestic subsidiaries signatory thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and co-collateral agent, Bank of America, N.A., as co-collateral agent, and the lenders and L/C issuers party thereto. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VISTEON CORPORATION |
||||
| Date: April 7, 2011 | By: | /s/ William G. Quigley III | ||
| William G. Quigley III | ||||
| Executive Vice President and Chief Financial Officer |
||||
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EXHIBIT INDEX
| Exhibit No. | Description | Page | ||||
4.1
|
Indenture, dated as of April X, 2011, among Visteon Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | |||||
4.2
|
Form of 6.75% Senior Note due 2019 (incorporated by reference to Exhibit 4.1 filed herewith). | |||||
10.1
|
Registration Rights Agreement, dated as of April 6, 2011, among Visteon Corporation and the guarantors and initial purchasers party thereto. | |||||
10.2
|
Form of Revolving Loan Credit Agreement, dated as of October 1, 2010, as amended and restated as of April 6, 2011 and effective as of the Second Amendment Effective Date, by and among Visteon Corporation, and certain of its domestic subsidiaries signatory thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and co-collateral agent, Bank of America, N.A., as co-collateral agent, and the lenders and L/C issuers party thereto. | |||||
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