UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
VISTEON CORPORATION
(Exact name of registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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1-15827
(Commission File
Number)
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38-3519512
(IRS Employer
Identification No.) |
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One Village Center Drive, Van Buren Township, Michigan
(Address of Principal Executive Offices)
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48111
(Zip Code) |
(800) VISTEON
(Registrant’s telephone number, including area code)
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 communications 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))
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TABLE OF CONTENTS
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Item 1.03. |
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Bankruptcy or Receivership. |
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
August 31, 2010 (the
“Confirmation Date”), the Court entered an order (the
“Confirmation Order”)
confirming the Debtors’ joint
plan of reorganization (as amended and supplemented, the
“Plan”).
Copies of the Plan and the Disclosure Statement are filed as Exhibits 2.1 and 2.2 hereto,
respectively, and are
incorporated herein by reference. On the Confirmation Date,
the Company
issued a
press release announcing the entry of the Confirmation Order by the Court, a copy of which
is attached hereto as
Exhibit 99.1 and
incorporated herein by reference. The Debtors plan to
emerge from chapter 11 after satisfying the remaining conditions to effectiveness contemplated
under the Plan (the date that all conditions to the effectiveness of the Plan have been satisfied
or waived, the
“Effective Date”).
The following is a summary the material matters contemplated to occur either pursuant to or in
connection with the confirmation and implementation of the Plan. This summary only highlights
certain of the substantive provisions of the Plan and is not intended to be a complete description
of, or a substitute for a full and complete reading of, the Plan. This summary is qualified in its
entirety by reference to the full text of the Plan. Capitalized terms used but not defined in this
Form 8-K have the meanings set forth in the Plan.
The Plan is comprised of two mutually exclusive sub plans — the Rights Offering Sub Plan and the
Claims Conversion Sub Plan. The Debtors will seek to consummate the Rights Offering Sub Plan in the
event that up to $1.25 billion in new capital can be raised by the Investors and certain exit
financing loans can be obtained by the Debtors. Under the Rights Offering Sub Plan, the term
lenders’ secured claims would be paid in cash; the holders of the 12.25% senior notes, 7.00% senior
notes and 8.25% senior notes together would receive 4.9% of the distributable equity of reorganized
Visteon and eligible holders thereof would be entitled to participate in the rights offering for
93.1% of reorganized Visteon common stock (certain non-eligible holders would receive the lesser of
their pro rata share of $50 million or 40% of their allowed claim amount); holders of the 12.25%
senior notes would also receive warrants to purchase reorganized Visteon common stock at an
exercise price of $9.66 per share; and most holders of general unsecured claims would receive the
lesser of their pro rata share of $141 million or 50% of their allowed claim amount. Holders of
Visteon common stock would receive 2% of the distributable equity and warrants to purchase shares
of reorganized Visteon common stock.
Under the Claims Conversion Sub Plan, the following percentages of reorganized Visteon common stock
would be distributed in satisfaction of claims: the secured term
lenders would receive 85%, the holders of the 12.25% senior notes
would receive 6%, and the
holders of the 7.00% and 8.25% senior notes would receive 9%. Most holders of
general unsecured claims would receive the lesser of their pro rata share of $141 million or 50% of
their allowed claim amount. The Claims Conversion Sub Plan does not provide for any recovery to
holders of
the Company’s existing equity securities.
Amounts distributable under either Claims Conversion Sub Plan or the Rights Offering Sub Plan are
subject to dilution as a result of issuances and grants under the Management Equity Incentive Plan
and, if applicable, the Guaranty Equity Amount and the Old Equity Warrants.
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Cancellation of Notes, Instruments, Certificates and Other Documents
On the Effective Date, except to the extent otherwise provided in the Plan, all notes, instruments,
Certificates, and other documents evidencing Claims or Interests shall be cancelled and the
obligations of the Debtors or Reorganized Debtors and the non-Debtor Affiliates thereunder or in
any way related thereto shall be discharged; provided, however, that notwithstanding Confirmation
or the occurrence of the Effective Date, any
indenture or agreement that governs the rights of the
holder of a Claim shall continue in effect solely for purposes of (1) allowing holders to receive
distributions under the Plan, and (2) allowing and preserving the rights of the ABL Facility
Administrative Agent, the DIP Facility Administrative Agent, the Term Loan Facility Administrative
Agent, and the Notes Trustee, as applicable, to make distributions on account of Claims as provided
in Article IX of the Plan.
In addition, on the Effective Date, the outstanding shares of the old common stock of Visteon will
be cancelled.
The Plan provides that all of the Debtors’ Executory
Contracts, except certain exceptions specified
in the Plan, shall be deemed rejected as of the Effective Date, subject to the terms set forth
therein. The Plan also provides that, for each of the Debtors’ Executory
Contracts to be assumed,
the Debtors shall designate a proposed Cure, and any disagreements as to the proposed Cure, or
objections to assumption, must be filed on or before the Cure Bar Date.
Employment
Agreement and Management Equity Incentive Plan
Under the Plan,
the Company’s Chief Executive Officer (the
“CEO”) will enter into a new employment
agreement as of the Effective Date. The CEO will receive cash and bonus compensation and benefits
on substantially the same terms as (but not less economically favorable than) in effect on the date
hereof.
The Plan
also provides for a management equity incentive plan (the
“Management Equity Incentive Plan”), which
will include, among other things, an allocation of equity-based awards representing approximately
10% of the fully diluted new common stock (the “New Common Stock”) outstanding on the Effective
Date, after giving effect to the rights offering and the issuance of warrants provided for by the
Plan. Approximately one-third of these shares will be issued to certain management employees in
the form of restricted stock awards as of the Effective Date.
Composition of New Board of Directors After the Effective Date
On the Effective Date, the term of the current members of the board of directors of Visteon
Corporation shall expire, and the New Board shall be appointed. The existing officers of Visteon
Corporation shall serve in their current capacities in Reorganized Visteon. On and after the
Effective Date, each director or officer of Reorganized Visteon shall serve pursuant to the terms
of the Reorganized Visteon Charter, the Reorganized Visteon
Bylaws, or other constituent documents,
and applicable state corporation law; provided, under the Claims Conversion Sub Plan, subject to
the Reorganized Visteon
Bylaws relating to the filling of vacancies on the New Board, the members
of the New Board as constituted on the Effective Date will continue to serve at least until the
first annual meeting of stockholders after the Effective Date, which meeting shall not take place
until at least 12 months after the Effective Date; provided further, under the Rights Offering Sub
Plan, the members of the New Board as constituted on the Effective Date will continue to serve for
a period after the Effective Date as set forth in the Board Selection Term Sheet.
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Under the Plan, the certificates of incorporation and
bylaws (or other formation documents relating
to limited liability companies, limited partnerships, or other forms of Entity) of the Debtors
(other than Visteon Corporation) shall be amended in a form as may be required to be consistent
with the provisions of the Plan, and the Bankruptcy Code. Under the Claims Conversion Sub Plan,
the
certificate of incorporation and
bylaws of Visteon Corporation shall be amended as may be
required to be consistent with the provisions of the Plan, and the Bankruptcy Code, and the form
and substance of the Reorganized Visteon Charter and Reorganized Visteon
Bylaws shall be included
in the Plan Supplement. Under the Rights Offering Sub Plan, the
certificate of incorporation and
bylaws of Visteon Corporation shall be as set forth in the Reorganized Visteon Charter and
Reorganized Visteon
Bylaws. Under either the Claims Conversion Sub Plan or Rights Offering Sub
Plan, the Reorganized Visteon Charter will among other things, (1) authorize the issuance of the
shares of New Visteon Common Stock; and (2) pursuant to and only to the extent required by section
1123(a)(6) of the Bankruptcy Code, include a provision prohibiting the issuance of non-voting
Equity Securities.
After the Effective Date, each Reorganized Debtor may amend and restate its certificate of
incorporation and other constituent documents as permitted by the laws of its respective states,
provinces, or countries of formation and its respective charters and
bylaws.
Registration Rights
If the Rights Offering Sub Plan is implemented, certain holders of New Visteon Common Stock will
receive certain registration rights with respect to their shares. Visteon will use its
reasonable best efforts to file a shelf registration statement within 14 business days after the
effective date of the Plan, and to cause such registration statement to become effective as promptly as practicable thereafter. These registration rights will be subject to
certain customary limitations.
Sources of Funds
The Plan is to be funded with cash from operations, proceeds of approximately $1.25 billion from
the rights offering and direct purchase commitment, in the case of the Rights Offering Sub Plan,
and a $500 million senior secured term loan.
Securities to be Issued under the Plan
The authorized capital stock of the reorganized Company will consist of 250 million shares of New
Common Stock and 50 million shares of preferred stock. Assuming implementation of the Rights
Offering Sub Plan, as of the Effective Date, Visteon estimates that:
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approximately 50.3 million shares of New Common Stock will be issued and outstanding; |
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approximately 3.9 million shares of New Common Stock will be reserved for issuance upon
exercise of warrants distributed in connection with the Plan; and |
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approximately 3.9 million shares of New Common Stock will be reserved for issuance under
the Management Equity Incentive Plan of the reorganized Company. |
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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
successfully obtain exit 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 consummate its
plan of reorganization; (v) Visteon’s ability to maintain
contracts and leases that are critical to its operations; (vi) the
potential adverse impact of Visteon’s restructuring on its
liquidity or results of operations; (vii)
the ability of Visteon to execute its business plans and strategy;
(viii) the ability of Visteon to
attract, motivate, and/or retain key executives and associates; and (ix) 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.
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