Visteon Announces Results to Date for Tender Offer
June 03 2008 - 8:00AM
PR Newswire (US)
VAN BUREN TOWNSHIP, Mich., June 3, 2008 /PRNewswire-FirstCall/ --
Visteon Corporation ("Visteon") (NYSE:VC) today announced that it
received tenders from Eligible Holders (as defined below) of 77.02
percent or $423,624,000 of the $550,000,000 of the aggregate
principal amount of its 8.25 percent Senior Notes due 2010 (the
"Old Notes") as of 5 p.m., New York City time, on Monday, June 2,
2008 ("Early Tender Deadline"), in connection with its previously
announced tender offer for up to $344,000,000 in aggregate
principal amount of Old Notes (the "Tender Offer"). As of the Early
Tender Deadline, subject to certain exceptions, withdrawal rights
have terminated. (Logo:
http://www.newscom.com/cgi-bin/prnh/20001201/DEF008LOGO ) The
Tender Offer remains open for the tender of Old Notes not
previously tendered and is scheduled to expire at 11:59 p.m., New
York City time, on June 16, 2008, unless extended. The Tender Offer
is being made upon the terms and subject to conditions set forth in
the offer to purchase and the related letter of transmittal, each
dated May 19, 2008. As noted previously, each Eligible Holder who
tenders Old Notes in the Tender Offer is required, as a condition
to such Eligible Holder's participation in the Tender Offer, to
purchase a principal amount of Visteon's new 12.25 percent Senior
Notes due 2016 (the "New Notes") equal to 60 percent of the
aggregate principal amount of Notes purchased from such Eligible
Holder pursuant to the Tender Offer at a purchase price equal to
91.621 percent of the principal amount thereof. The Tender Offer
and offering of New Notes are being made only to holders of the Old
Notes that are qualified institutional buyers and institutional
accredited investors inside the United States, and to certain
non-U.S. investors located outside the United States ("Eligible
Holders"). The total consideration for each $1,000 principal amount
of Old Notes validly tendered and not validly withdrawn prior to
Early Tender Deadline is $978.30 ("Total Consideration"), which
includes an early tender payment of $40 per $1,000 principal amount
of Old Notes tendered. Only Eligible Holders who validly tendered
and did not validly withdraw Old Notes and committed to purchase
the applicable amount of New Notes on or prior to Early Tender
Deadline are eligible to receive the Total Consideration for such
Notes purchased in the Tender Offer. Holders who validly tender
their Old Notes and commit to purchase the applicable amount of New
Notes after the Early Tender Date and on or prior to the Expiration
Date will be eligible to receive an amount, paid in cash, equal to
the Total Consideration less the $40 Early Tender Payment per
$1,000 principal amount of Old Notes tendered (the "Tender
Consideration"). In the event of an over-subscription of the Tender
Offer, the Company will allocate acceptances on a pro rata basis
and make corresponding reductions to the amount of New Notes to be
purchased by each Eligible Holder in accordance with the terms of
the offer to purchase. Visteon's obligation to accept for payment
and to pay for Old Notes validly tendered and not withdrawn
pursuant to the Tender Offer is conditioned upon (a) the tender of
no less than $300,000,000 in aggregate principal amount of Old
Notes, (b) the consummation of the concurrent offering of New Notes
to the Eligible Holders and the satisfaction by each Eligible
Holder tendering Old Notes of such Eligible Holder's obligation to
purchase its applicable amount of New Notes in the concurrent note
offering and (c) satisfaction of certain general conditions. The
New Notes have not been and will not be registered under the
Securities Act or any state securities laws. Therefore, the New
Notes 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 press release does not constitute an offer to
purchase any securities or a solicitation of an offer to sell any
securities. The Tender Offer and the offering of New Notes is being
made only pursuant to an offer to purchase, an offering memorandum
and related letter of transmittal and only to such persons and in
such jurisdictions as is permitted under applicable law. Visteon
Profile Visteon is a leading global automotive supplier that
designs, engineers and manufactures innovative climate, interior,
electronic and lighting products for vehicle manufacturers, and
also provides a range of products and services to aftermarket
customers. With corporate offices in Van Buren Township, Mich.
(U.S.); Shanghai, China; and Kerpen, Germany; the company has
facilities in 26 countries and employs approximately 40,000 people.
Cautionary Information Regarding Forward-Looking Statements This
press release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward- looking statements are not guarantees of future results
and conditions but rather are subject to various factors, risks and
uncertainties that could cause our actual results to differ
materially from those expressed in these forward-looking
statements, including general economic conditions, changes in
interest rates and fuel prices; the automotive vehicle production
volumes and schedules of our customers, and in particular Ford's
vehicle production volumes; work stoppages at our customers; our
ability to satisfy our future capital and liquidity requirements
and comply with the terms of our existing credit agreements and
indentures; the financial distress of our suppliers, or other
significant suppliers to our customers, and possible disruptions in
the supply of commodities to us or our customers due to financial
distress or work stoppages; our ability to timely implement, and
realize the anticipated benefits of restructuring and other
cost-reduction initiatives, including our multi-year improvement
plan, and our successful execution of internal performance plans
and other productivity efforts; the timing and expenses related to
restructurings, employee reductions, acquisitions or dispositions;
increases in raw material and energy costs and our ability to
offset or recover these costs; the effects of reorganization and/or
restructuring plans announced by our customers; the effect of
pension and other post-employment benefit obligations; increases in
our warranty, product liability and recall costs; the outcome of
legal or regulatory proceedings to which we are or may become a
party; as well as those factors identified in our filings with the
SEC (including our Annual Report on Form 10-K for the fiscal year
ended Dec. 31, 2007). We assume no obligation to update these
forward-looking statements.
http://www.newscom.com/cgi-bin/prnh/20001201/DEF008LOGO DATASOURCE:
Visteon Corporation CONTACT: Media: Jim Fisher, +1-734-710-5557, ;
Investors: Derek Fiebig, +1-734-710-5800, , both of Visteon Web
site: http://www.visteon.com/
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