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¶ – Release Delayed to: 2/24/12 ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/10/11 Visteon Corp S-4¶ 27:2.0M Donnelley … Solutions/FA Visteon Global Technologies, Inc. Visteon Global Treasury, Inc. Visteon International Business Development, Inc. Visteon International Holdings, Inc. Visteon Systems, LLC Visteon Electronics Corp VC Aviation Services, LLC Visteon European Holdings, Inc. |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 694K
Business-Combination Transaction
27: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 13K
2: EX-3.03 Certificate of Incorporation of Visteon HTML 37K
Electronics Corporation
3: EX-3.04 Bylaws of Visteon Electronics Corporation HTML 49K
4: EX-3.05 Certificate of Formation of Vc Aviation Services, HTML 40K
LLC.
5: EX-3.06 Limited Liability Company Agreement of Vc Aviation HTML 83K
Services, LLC.
6: EX-3.07 Certificate of Incorporation of Visteon European HTML 41K
Holdings, Inc.
7: EX-3.08 Bylaws of Visteon European Holdings, Inc. HTML 49K
8: EX-3.09 Articles of Incorporation of Visteon Global HTML 80K
Technologies, Inc.
9: EX-3.10 Bylaws of Visteon Global Technologies, Inc. HTML 50K
10: EX-3.11 Articles of Incorporation of Visteon Global HTML 41K
Treasury, Inc.
11: EX-3.12 Bylaws of Visteon Global Treasury, Inc. HTML 50K
12: EX-3.13 Certificate of Incorporation of Visteon HTML 46K
International Business Development, Inc.
13: EX-3.14 Bylaws of Visteon International Business HTML 50K
Development, Inc.
14: EX-3.15 Articles of Incorporation of Visteon International HTML 41K
Holdings, Inc.
15: EX-3.16 Bylaws of Visteon International Holdings, Inc. HTML 50K
16: EX-3.17 Certificate of Formation of Visteon Systems, LLC. HTML 25K
17: EX-3.18 Limited Liability Company Agreement of Visteon HTML 37K
Systems, LLC.
18: EX-5.01 Opinion of Kirkland & Ellis LLP. HTML 26K
19: EX-5.02 Opinion of General Counsel HTML 19K
20: EX-21.01 Subsidiaries of Visteon Corporation HTML 39K
21: EX-23.01 Consent of Independent Registered Public HTML 16K
Accounting Firm, Pricewaterhousecoopers
22: EX-25.01 Statement of Eligibility of the Trustee on Form HTML 60K
T-1 Under the Trust Indenture Ac
23: EX-99.01 Form of Letter of Transmittal HTML 109K
24: EX-99.02 Form of Notice of Guaranteed Delivery HTML 32K
25: EX-99.03 Form of Letter to Brokers, Dealers and Other HTML 17K
Nominees
26: EX-99.04 Form of Letter to Beneficial Owners Regarding HTML 22K
Offer to Exchange
| Cover letter |
[Visteon Letterhead]
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
| Re: | Visteon Corporation Registration Statement on Form S-4 |
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4 (the “Registration Statement”), of Visteon Corporation and the other registrants named therein (collectively, the “Registrants”), registering the offer to exchange (i) up to $500 million aggregate principal amount of 6.75% Senior Notes due 2019 (together with the guarantees thereof, the “Exchange Notes”) for a like aggregate principal amount of 6.75% Senior Notes due 2019 (together with the guarantees thereof, the “Old Notes”).
Please be advised that the Registrants are registering the exchange offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated in: Exxon Capital Holdings Corporation (available May 13, 1988); Morgan Stanley & Co. Incorporated (available June 5, 1991); and Shearman & Sterling (available July 2, 1993). In addition, the Registrants hereby represent that they have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer and, to the best of the Registrants’ information and belief, each person participating in the exchange offer will be acquiring the Exchange Notes in its ordinary course of business and will not have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the exchange offer. In this regard, the Registrants will make each person participating in the exchange offer aware, by means of the exchange offer prospectus and the related letter of transmittal, that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes to be acquired in the exchange offer, such person (i) cannot rely on the Staff position enunciated in Exxon Capital Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act of 1933, as amended.
The Registrants represent that with respect to any broker-dealer that participates in the exchange offer with respect to Old Notes acquired for its own account as a result of market-making activities or trading activities each such broker-dealer must confirm that it has not
entered into any arrangement or understanding with the Registrants or an affiliate of the registrants to distribute the Exchange Notes. The Registrants will make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Old Notes pursuant to the exchange offer, may be a statutory underwriter and, in connection with any resale of such Exchange Notes, must deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, which may be the prospectus for the exchange offer so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes held by the broker-dealer). In addition, the Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the applicable exchange offer the following additional representation, in substantially the form set forth below:
. . . if it is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes, it: (1) the Old Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making or other trading activities, (2) it has not entered into any arrangement or understanding with the issuer or an affiliate of the issuer to distribute the Exchange Notes and (3) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so representing and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact Paul Zier of Kirkland & Ellis LLP, special counsel to the Registrants, at 312-862-2180.
| Sincerely, | ||||
| VISTEON CORPORATION | ||||
| By: | /s/ Michael P. Lewis | |||
| Name: | Michael P. Lewis | |||
| Title: | Vice President and Treasurer | |||
| GUARANTORS: | ||||
| VISTEON ELECTRONICS CORPORATION VISTEON EUROPEAN HOLDINGS, INC. VISTEON INTERNATIONAL BUSINESS DEVELOPMENT, INC. VISTEON INTERNATIONAL HOLDINGS, INC. VISTEON GLOBAL TREASURY, INC. | ||||
| VISTEON SYSTEMS, LLC VISTEON GLOBAL TECHNOLOGIES, INC. | ||||
| VC AVIATION SERVICES, LLC | ||||
| By: | /s/ Michael P. Lewis | |||
| Name: | Michael P. Lewis | |||
| Title: | Treasurer | |||
| cc: | Paul Zier | |
| Kirkland & Ellis LLP |
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/10/11 | 8-K | ||
| 7/2/93 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/02/11 SEC UPLOAD¶ 9/30/17 1:50K Visteon Global Technologies, Inc. 11/22/11 SEC UPLOAD¶ 9/30/17 1:58K Visteon Global Technologies, Inc. |