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¶ – Release Delayed ·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
| Form of Letter to Beneficial Owners Regarding Offer to Exchange |
Exhibit 99.04
Instructions To Registered Holder And/Or
Book-Entry Transfer Facility Participant
From Beneficial Owner
of
Visteon Corporation
6.75% Senior Notes due 2019, which have been registered under the
Securities Act of 1933, as amended,
for any and all outstanding 6.75% Senior Notes due 2019
144A Notes (CUSIP 92839U AE7 and ISIN US92839UAE73)
Regulation S Notes (CUSIP U9225V AB4 and ISIN USU9225VAB46)
To Registered Holders and/or Participants of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the prospectus, dated , 2011, of Visteon Corporation, and accompanying letter of transmittal, that together constitute Visteon Corporation’s offer to exchange up to $500,000,000 aggregate principal amount of 6.75% Senior Notes due 2019 (together with the guarantees thereof, the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like aggregate principal amount of 6.75% Senior Notes due 2019 (together with the guarantees thereof, the “Outstanding Notes”) of Visteon Corporation.
This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the exchange offer with respect to the Outstanding Notes held by you for the account of the undersigned.
The aggregate face amount of the Outstanding Notes held by you for the account of the undersigned is:
U.S. $ of Outstanding Notes
With respect to the exchange offer, the undersigned hereby instructs you (check appropriate box):
| ¨ | TO TENDER ALL of the Outstanding Notes held by you for the account of the undersigned. |
| ¨ | TO TENDER the following Outstanding Notes held by you for the account of the undersigned (insert principal amount of outstanding notes to be tendered (if any)): |
U.S. $ of Outstanding Notes
| ¨ | NOT TO TENDER any Outstanding Notes held by you for the account of the undersigned. |
If the undersigned instructs you to tender Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (1) the Exchange Notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the undersigned, (2) the undersigned is not engaging in and does not intend to engage in a distribution of such Exchange Notes, (3) the undersigned does not have an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, (4) the undersigned is not an “affiliate” of Visteon Corporation within the meaning of Rule 405 under the Securities Act of 1933, as amended, and (5) the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations. If any Holder or any other person, including the undersigned, is an “affiliate,” as defined under Rule 405 of the Securities Act, of us, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the notes to be acquired in the Exchange Offer, the Holder or any other
person, including the undersigned: (i) may not rely on applicable interpretations of the staff of the SEC; and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. The undersigned represents, certifies and acknowledges, for the benefit of the Issuer, that, if it is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it: (i) represents that the Outstanding Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making or other trading activities, (ii) represents that it has not entered into any arrangement or understanding with the issuer or an affiliate of the issuer to distribute the Exchange Notes and (iii) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging 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.
The undersigned acknowledges that if an executed copy of this letter of transmittal is returned, the entire principal amount of Outstanding Notes held for the undersigned’s account will be tendered unless otherwise specified above.
The undersigned hereby represents and warrants that the undersigned (1) owns such Outstanding Notes tendered and is entitled to tender such Outstanding Notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer such tendered Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, Visteon Corporation will acquire good and marketable title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction of any kind.
SIGN HERE
| Name of beneficial owner(s) (please print): |
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| Signature(s): |
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| Address: |
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| Telephone Number: |
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| Taxpayer Identification Number or Social Security Number: |
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| Date: |
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2
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. |