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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
See “Item 8.01. Other Events.”
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| Item 3.02 |
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Unregistered Sales of Equity Securities. |
See “Item 8.01. Other Events.”
As previously disclosed, on May 28, 2009, Visteon Corporation (“Visteon”) and certain of its
domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions seeking relief
pursuant to chapter 11 of Title 11 of the United States Code (“Chapter 11”) in the United States
Bankruptcy Court for the District of Delaware (the “Court”) (Consolidated Case No. 09-11786). On
June 14, 2010, the Debtors filed with the Court a fourth amended joint plan of reorganization (the
“Fourth Amended Plan”) and a related fourth amended disclosure statement (the “Fourth Amended
Disclosure Statement”) pursuant to Chapter 11. Copies of the Fourth Amended Plan and the Fourth
Amended Disclosure Statement are attached hereto as Exhibits 99.1 and 99.2, respectively.
In connection with the filing of the Fourth Amended Plan and the Fourth Amended Disclosure
Statement, on June 13, 2010, Visteon entered into an amendment (the “Amendment”) to the Equity
Commitment Agreement, dated as of May 6, 2010 (the “ECA”), with Alden Global Distressed
Opportunities Fund, L.P., Allen Arbitrage, L.P., Allen Arbitrage Offshore, Armory Master Fund Ltd.,
Capital Ventures International, Caspian Capital Partners, L.P., Caspian Select Credit Master Fund,
Ltd., Citadel Securities LLC, CQS Convertible and Quantitative Strategies Master Fund Limited, CQS
Directional Opportunities Master Fund Limited, Crescent 1 L.P., CRS Fund Ltd., CSS, LLC, Cumber
International S.A., Cumberland Benchmarked Partners, L.P., Cumberland Partners, Cyrus Europe Master
Fund Ltd., Cyrus Opportunities Master Fund II, Ltd., Cyrus Select Opportunities Master Fund, Ltd.,
Deutsche Bank Securities Inc. (solely with respect to the Distressed Products Group), Elliott
International, L.P., Goldman, Sachs & Co. (solely with respect to the High Yield Distressed
Investing Group), Halbis Distressed Opportunities Master Fund Ltd., Kivu Investment Fund Limited,
LongView Partners B, L.P., Mariner LDC (Caspian), Mariner LDC (Riva Ridge), Merced Partners II,
L.P., Merced Partners Limited Partnership, Monarch Master Funding Ltd., NewFinance Alden SPV, Oak
Hill Advisors, L.P., Quintessence Fund L.P., QVT Fund LP, Riva Ridge Master Fund, Ltd., Seneca
Capital LP, Silver Point Capital, L.P., SIPI Master Ltd., Solus Alternative Asset Management LP,
Spectrum Investment Partners, L.P., Stark Criterion Master Fund Ltd., Stark Master Fund Ltd., The
Liverpool Limited Partnership, The Seaport Group LLC Profit Sharing Plan, UBS Securities LLC, Venor
Capital Management, Whitebox Combined Partners, L.P., and Whitebox Hedged High Yield Partners, L.P.
(together, the “Investors”).
The Amendment, among other things, extends the date by which Visteon is to obtain an order
confirming a plan of reorganization until October 4, 2010 and extends the date by which the ECA and
a disclosure statement must be approved by the Court until June 20, 2010. The ECA, as amended by
the Amendment, is subject to the approval of the Court, as well other conditions, and contains
representations, warranties, covenants and indemnities customary for a transaction of the type
contemplated thereby.
Certain of the Investors are holders of Visteon’s pre-petition unsecured notes. The equity
securities discussed in the Fourth Amended Disclosure Statement will be offered and sold pursuant
to exemptions from the registration requirements of section 5 of the Securities Act of 1933, as
amended, as set forth in section 4(2) of the Securities Act, Regulation D promulgated thereunder,
and section 1145(a)(1) of the Code. This report does not constitute an offer to purchase any
securities or a solicitation of an offer to sell any securities.
Copies of the Fourth Amended Plan and Fourth Amended Disclosure Statement are also publicly
available and may be accessed free of charge at the Debtors’ private website at
http://www.kccllc.net/visteon. The information set forth on the foregoing website shall not be
deemed to be part of or incorporated by reference into this Form 8-K. The Debtors recommend that
its stakeholders refer to the limitations and qualifications included in the Fourth Amended Plan
and the Fourth Amended Disclosure Statement, as applicable, with respect to the information
contained therein. Information contained in the Fourth Amended Plan and the Fourth Amended
Disclosure Statement is subject to change, whether as a result of further amendments to the Fourth
Amended Plan, actions of third parties, or otherwise.
Bankruptcy law does not permit solicitation of acceptances of the Fourth Amended Plan until the
Court approves the Fourth Amended Disclosure Statement. Accordingly, this report is not intended
to be, nor should it be construed as, a solicitation for a vote on the Fourth Amended Plan. The
Fourth Amended Plan will become effective only if it receives the requisite stakeholder approval
and if confirmed by the Court. There can be no assurance that the Court will approve the Fourth
Amended Disclosure Statement, that the Debtors’ stakeholders will approve the Fourth Amended Plan,
or that the Court will confirm the Fourth Amended Plan.
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| Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit Number |
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Description |
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99.1 |
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Fourth Amended Joint Plan of Reorganization, filed June 14, 2010. |
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99.2 |
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Fourth Amended Disclosure Statement, filed June 14, 2010. |
3
Limitation on Incorporation by Reference
The Fourth Amended Plan and Fourth Amended Disclosure Statement shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended. Registration statements or other documents filed
with the U.S. Securities and Exchange Commission (“SEC”) shall not incorporate the Schedules and
Statements or any other information set forth in this Current Report on Form 8-K by reference,
except as otherwise expressly stated in such filing. This Current Report on Form 8-K will not be
deemed an admission as to the materiality of any information in the report that is required to be
disclosed solely by Regulation FD.
Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated by reference into this Current
Report, as well as other statements made by Visteon may contain forward-looking statements within
the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, that reflect,
when made, Visteon’s current views with respect to current events and financial performance. Such
forward-looking statements are and will be, as the case may be, subject to many risks,
uncertainties and factors relating to Visteon’s operations and business environment, which may
cause the actual results of Visteon to be materially different from any future results, express or
implied, by such forward-looking statements. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are not limited to, the following:
(i) the ability of Visteon to continue as a going concern; (ii) the ability of Visteon to operate
subject to the terms of the debtor in possession financing; (iii) Visteon’s ability to obtain court
approval with respect to motions in the proceedings under chapter 11 of the United States
Bankruptcy Code prosecuted by it from time to time; (iv) the ability of Visteon to develop,
prosecute, confirm, and consummate one or more plans of reorganization; (v) risks associated with
third parties proposing and confirming one or more plans of reorganization; (vi) risks associated
with third parties seeking and obtaining the appointment of a chapter 11 trustee or to convert the
cases to chapter 7 cases; (vii) Visteon’s ability to maintain contracts and leases that are
critical to its operations; (viii) the potential adverse impact of Visteon’s restructuring on its
liquidity or results of operations; (ix) the ability of Visteon to execute its business plans and
strategy; (x) the ability of Visteon to attract, motivate, and/or retain key executives and
associates; and (xi) increased competition in the automotive parts supply industry. Visteon
undertakes no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events, or otherwise.
Similarly, these and other factors, including the terms of any plan of reorganization ultimately
confirmed, can affect the value of Visteon’s various prepetition liabilities, and securities.
Additionally, no assurance can be given as to what values, if any, will be ascribed in the
bankruptcy proceedings to each of these constituencies. A plan or plans of reorganization could
result in holders of Visteon’s common stock or claims relating to prepetition liabilities receiving
no distribution on account of their interest and cancellation of their interests and their claims.
Under certain conditions specified in the Bankruptcy Code, a plan of reorganization may be
confirmed notwithstanding its rejection by an impaired class of creditors or equity holders and
notwithstanding the fact that certain creditors or equity holders do not receive or retain property
on account of their claims or equity interests under the plan. In light of the foregoing, Visteon
considers the value of the common stock and claims to be highly speculative and such claims or
common stock may ultimately be determined to have no value. Accordingly, Visteon urges that
appropriate caution be exercised with respect to existing and future investments in Visteon’s
currently outstanding common stock or any claims relating to prepetition liabilities.
4