UNITED STATES
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
Date of Report (Date of earliest event reported) July 1, 2014
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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1-15827 |
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38-3519512 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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One Village Center Drive,
Van Buren Township, Michigan |
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48111 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 2 FINANCIAL INFORMATION
Item 2.01. Completion of Acquisition or Disposition of Assets.
As of July 1, 2014, Visteon Corporation (Visteon) completed the purchase from Johnson Controls, Inc. (Seller) of
certain assets and equity interests, and assumption of certain liabilities, comprising substantially all of Sellers global automotive electronics business (the Transaction), in exchange for the payment of $265 million in cash
(subject to working capital, net cash and other adjustments), pursuant to an in accordance with the Purchase Agreement, dated as of January 12, 2014 (the Purchase Agreement), between Visteon and Seller.
In connection with the closing of the Transaction, Visteon and Seller have entered into certain other agreements, including a transition
services agreement (pursuant to which Seller will provide Visteon with certain transition services for a specified period following the closing), a supply agreement (pursuant to which Seller will purchase certain products from Visteon and Visteon
will purchase certain products from Seller), contract manufacturing agreements (pursuant to which Seller or its affiliates will provide Visteon or its affiliates with contract manufacturing services out of certain Seller facilities for an interim
period of time) and a lease agreement (pursuant to which Seller will lease a portion of Sellers facility in Holland, MI to Visteon).
The Purchase Agreement was filed as exhibit 10.1 to Visteons Current Report on Form 8-K filed on January 15, 2014.
SECTION 8 OTHER EVENTS
Item 8.01. Other Events.
On
July 1, 2014, Visteon issued a press release announcing that it had completed the transactions contemplated by the Purchase Agreement. The press release, filed as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by
reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(b) |
Pro Forma Financial Information. |
The pro forma financial information required to be filed under this
Item 9.01(b) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.
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Exhibit
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Description |
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99.1 |
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Press Release dated July 1, 2014. |
Forward-Looking Information
This Current Report on Form 8-K and the documents incorporated by reference into this Current Report, contain 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, but not limited to: (1) conditions within the automotive industry, including (i) the automotive vehicle production volumes and schedules of our
customers, (ii) the financial condition of our customers and the effects of any restructuring or reorganization plans that may be undertaken by our customers or suppliers, including work stoppages, and (iii) possible disruptions in the
supply of commodities to us or our customers due to financial distress, work stoppages, natural disasters or civil unrest; (2) our ability to satisfy future capital and liquidity requirements; including our ability to access the credit and
capital markets at the times and in the amounts needed and on terms acceptable to us; our ability to comply with financial and other covenants in our credit agreements; and the continuation of acceptable supplier payment terms; (3) our ability
to satisfy pension and other post-employment benefit obligations; (4) our ability to access funds generated by foreign subsidiaries and joint ventures on a timely and cost-effective basis; (5) our ability to execute on our transformational
plans and cost-reduction initiatives in the amounts and on the timing contemplated; (6) general economic conditions, including changes in interest rates, currency exchange rates and fuel prices; (7) the timing and expenses related to
internal restructurings, employee reductions, acquisitions or dispositions and the effect of pension and other post-employment benefit obligations; (8) increases in raw material and energy costs and our ability to offset or recover these costs,
increases in our warranty, product liability and recall costs or the outcome of legal or regulatory proceedings to which we are or may become a party; and (9) those factors identified in our filings with the SEC. Caution should be taken not to
place undue reliance on our forward-looking statements, which represent our view only as of the date of this Current Report, and which we assume no obligation to update. New business wins and re-wins do not represent firm orders or firm commitments
from customers, but are based on various assumptions, including the timing and duration of product launches, vehicle productions levels, customer price reductions and currency exchange rates.
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.
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VISTEON CORPORATION |
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Date: July 3, 2014 |
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By: |
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/s/ Peter M. Ziparo |
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Peter M. Ziparo |
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Vice President and General Counsel |
EXHIBIT INDEX
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Exhibit
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Description |
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99.1 |
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Press Release dated July 1, 2014. |
Exhibit 99.1
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NEWS RELEASE |
Visteon Completes Acquisition of Electronics Business of Johnson Controls
VAN BUREN TOWNSHIP, Mich., July 1, 2014 Visteon Corporation (NYSE:VC) today announced that it has completed the acquisition of the automotive
electronics business of Johnson Controls (NYSE:JCI), creating one of the worlds three largest suppliers of vehicle cockpit electronics. The two companies announced plans for the $265 million cash transaction on Jan. 13.
The acquisition will enhance Visteons competitive position in the fast-growing vehicle cockpit electronics segment by strengthening its global scale,
manufacturing and engineering footprint, product portfolio and customer penetration. The combined global electronics enterprise has more than $3 billion in annual revenue, with a No. 2 global position in driver information and above-average
growth rates for the cockpit electronics segment, supplying nine of the worlds 10 largest vehicle manufacturers.
This acquisition is a
milestone in Visteons transformation, which we are confident will greatly benefit our customers, investors and new and existing employees around the world, said Timothy D. Leuliette, Visteon CEO and president. As a cornerstone of
our value creation plan, this transaction solidifies cockpit electronics as one of Visteons two high-growth core growth businesses along with vehicle thermal management systems, in which we hold the No. 2 position globally.
Leuliette added: Acquiring this highly regarded electronics business gives us the worldwide scale and cost efficiency to support new global
programs from automakers, and elevates Visteon into the top tier of companies accelerating connected car technology. The influx of technology and talent will bolster our already strong innovation capabilities. I am pleased with the efforts of both
companies to ensure a smooth transition for our customers, suppliers and the employees involved.
Martin T. Thall, Visteon executive vice president
and president, Electronics, said the acquisition marks the creation of a major player in the automotive electronics industry.
This new
electronics enterprise has the market position and innovation to become the leading technology company in the automotive sector, Thall said. We are developing solutions that combine the best technology from the fast-paced consumer
electronics industry and the automotive world. Were excited to strengthen our ability to be the automotive partner of choice the connecting point for our customers mobility strategies.
The business acquired from Johnson Controls provides automakers with driver information, infotainment, connectivity and body electronics products. The
transaction involves about 5,000 employees, including approximately 1,000 engineers, electronics specialists and designers in Europe, Asia and North America. Visteons new electronics business has 24 manufacturing locations, eight global
technical centers and about 10,500 employees worldwide.
In the fiscal year ended Sept. 30, 2013, the business acquired by Visteon generated approximately $1.3 billion in
revenue and about $58 million in EBITDA (earnings before interest, taxes, depreciation and amortization). This EBITDA includes a deduction of approximately $12 million for corporate allocations that will not transfer with the transaction. The
transaction offers opportunities for long-term margin expansion through economies of scale, with estimated annual cost synergies reaching more than $40 million by 2017.
Advising Visteon on the transaction were Rothschild Inc. and Skadden, Arps, Slate, Meagher & Flom LLP.
About Visteon
Visteon is a global automotive supplier
delivering value for vehicle manufacturers and shareholders through two high-growth core businesses: automotive cockpit electronics and thermal management. Visteon owns 70 percent of Halla Visteon Climate Control Corp., the worlds second
largest provider of vehicle thermal management solutions. Visteon designs, engineers and manufactures innovative components and systems for virtually every vehicle manufacturer worldwide. With corporate offices in Van Buren Township, Mich. (U.S.);
Shanghai, China; and Chelmsford, UK; Visteon has facilities in 32 countries and employs about 29,000 people. Visteon had sales of $7.4 billion in 2013. Learn more at www.visteon.com.
Follow Visteon:
Media Contacts:
Jim Fisher
Visteon Corporation
+1-734-710-5557
+1-734-417-6184 mobile
jfishe89@visteon.com
Jonna Christensen
Visteon Electronics
+44-1245-395038
jchris18@visteon.com
Investor Contact:
Bob Krakowiak
+1-734-710-5793
bkrakowi@visteon.com
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