Visteon Announces Results for Tender Offer and Pricing of New Issue
June 17 2008 - 7:30AM
PR Newswire (US)
VAN BUREN TOWNSHIP, Mich., June 17, 2008 /PRNewswire-FirstCall/ --
Visteon Corporation ("Visteon") (NYSE:VC) today announced the
expiration of its previously announced tender offer (the "Tender
Offer") for up to $344,000,000 in aggregate principal amount of its
8.25 percent notes due August 2010 ("Old Notes") and
contemporaneous pricing of $206,386,000 in aggregate principal
amount of new 12.25 percent senior notes due 2016 ("New Notes").
Visteon received tenders through the Automated Tender Offer Program
("ATOP") from Eligible Holders (as defined below) of approximately
77.10 percent or $424,029,000 ("ATOP Tenders") of the $550,000,000
of the aggregate principal amount of its 8.25 percent Senior Notes
due 2010 (the "Old Notes") as of 11:59 p.m., New York City time, on
Monday, June 16, 2008 ("Expiration Date"). The Tender Offer was
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. Pursuant to the terms and conditions set forth
therein, in addition to tendering through ATOP, each Eligible
Holder was required to send a validly completed and executed letter
of transmittal to the Depositary. (Logo:
http://www.newscom.com/cgi-bin/prnh/20001201/DEF008LOGO ) The New
Notes are senior unsecured obligations of Visteon Corporation and
will be guaranteed by certain of its U.S. subsidiaries. The New
Notes mature on Dec. 31, 2016, and will bear interest at a rate per
annum equal to 12.25 percent. The New Notes include a put option
pursuant to which a holder can require Visteon to repurchase all or
a portion of such holder's New Notes on Dec. 31, 2013 at 100
percent of the principal amount thereof plus accrued and unpaid
interest to such date. All or a portion of the New Notes can be
redeemed by Visteon (a) prior to Dec. 31, 2013, at par plus a
make-whole premium and (b) on or after Dec. 31, 2013, at specified
redemption prices, plus in each case accrued and unpaid interest,
including, if applicable, liquidated damages on the principal
amount of New Notes being redeemed. The notes were issued at a
price of 91.621 to yield 14.50 percent. 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. Visteon has satisfied all
of the conditions to the Tender Offer and has accepted for purchase
Old Notes on a pro rata basis with a pro ration factor of
approximately 81.14 percent. Visteon has made the corresponding
reductions to the amount of New Notes required to be purchased by
each Eligible Holder in accordance with the terms of the offer to
purchase. The settlement date for both the Tender Offer and the
offering of the New Notes is expected to be Wednesday, June 18,
2008. As noted previously, each Eligible Holder who tendered Old
Notes in the Tender Offer was required, as a condition to such
Eligible Holder's participation in the Tender Offer, to purchase a
principal amount of Visteon's New Notes equal to 60 percent of the
aggregate principal amount of Old Notes purchased from such
Eligible Holder pursuant to the Tender Offer. The Tender Offer and
offering of New Notes were 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. Eligible Holders who validly
tendered their Old Notes and committed 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. 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 were 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 was 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, ,
or Investors, Derek Fiebig, +1-734-710-5800, , both of Visteon
Corporation Web site: http://www.visteon.com/
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