UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VISTEON CORPORATION
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
92839U107
(CUSIP Number)
David Kelly, Esq.
UBS AG
677 Washington Blvd
Stamford CT 06901
203-719-3000
UBS AG
677 Washington Blvd
Stamford CT 06901
203-719-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
June 25, 2010
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
92839U107 |
| 1 | NAMES OF REPORTING PERSONS UBS AG directly and on behalf of certain subsidiaries |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) þ | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| [WC] | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| þ | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Switzerland | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 158,482 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | |||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 158,482 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 158,482 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 0.12% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| BK | |||||||||||
Page 2 of 10 Pages
CUSIP No. |
92839U107 |
This Amendment No. 2 supplements the information set forth in the Schedule 13D filed by the
Reporting Persons (as defined therein) with the United States Securities and Exchange Commission on
May 18, 2010 (the “Schedule 13D”), and amended by Amendment No. 1 on June 22, 2010 (the
“Amendment”), relating to the shares of Common Stock, par value $1.00 per share (the
“Shares”) of Visteon Corporation, a Delaware corporation (“Issuer”). Capitalized
terms used herein and not otherwise defined have the meaning assigned to such terms in the Schedule
13D.
The information set forth in response to each separate Item below shall be deemed to be a
response to all Items where such information is relevant. The Schedule 13D is hereby amended as
follows:
| Item 1. | Security and Issuer. |
This Statement on Schedule 13D relates to shares of Common Stock, par value $1.00 per share
(the “Shares”) of Visteon Corporation, a Delaware corporation (“Issuer”) held by
UBS AG. The address of the principal executive office of the Issuer is One Village Center Drive,
Van Buren Township, Michigan 48111.
| Item 2. | Identity and Background. |
(a) — (c) This Schedule 13D is being filed on behalf of UBS AG (the “Reporting Person”). UBS AG’s
principal business offices are located at:
Bahnhofstrasse 45
CH-8001
Zurich, Switzerland
CH-8001
Zurich, Switzerland
and
Aeschenvorstadt 1
CH-4051
Basel, Switzerland
CH-4051
Basel, Switzerland
UBS AG is a major international banking and financial firm. UBS AG, a Swiss banking corporation,
is publicly owned, and its shares are listed on the Zurich and New York exchanges. UBS Securities
LLC is a wholly owned subsidiary of UBS AG. Like most securities firms, UBS Securities LLC is, and
has been, a defendant in numerous legal actions brought by private plaintiffs relating to its
securities business that allege various violations of federal and state securities laws. UBS AG
files annual reports on Form 20-F with the SEC, and also files quarterly reports and certain other
material information with the SEC under cover of Form 6-K. These reports are publicly available.
These reports include material information about UBS Securities LLC matters, including information
about any material litigation or administrative proceedings.
Further, UBS AG, UBS Securities LLC and other affiliated entities, like most large, full service
investment banks and broker-dealers, receive inquiries and are sometimes involved in investigations
by the Federal Reserve Bank, SEC, NYSE and various other regulatory organizations and government
agencies. UBS AG and its affiliates and subsidiaries fully cooperate with the authorities in all
such requests. UBS Securities LLC regularly reports to the Financial Industry Regulatory
Authority, Inc on form B-D and to the SEC on the Schedule E to Form ADV investigations that result
in orders. These reports are publicly available.
Page 3 of 10 Pages
CUSIP No. |
92839U107 |
(d) — (e) During the last five years, the Reporting Person, nor to the best of the Reporting
Person’s knowledge, any of the executive officers has not (1) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject, to federal or state securities laws or finding
any violation with respect to such laws, except as follows:
Auction Rate Securities: UBS was sued by four state regulatory authorities and was the subject of
investigations by the SEC and other regulators, relating to the marketing and sale of auction rate
securities (ARSs) to clients and to UBS’s role and participation in ARS auctions and underwriting
of ARSs. UBS was also named in several putative class actions and individual civil suits and a
large number of individual arbitrations. The regulatory actions and investigations and the civil
proceedings followed the disruption in the markets for these securities and related auction
failures since mid-February 2008. Plaintiffs and the regulators generally sought rescission, i. e.,
for UBS to purchase the ARSs that UBS sold to them at par value, as well as compensatory damages,
disgorgement of profits and in some cases penalties. On 8 August 2008, UBS entered into settlements
in principle with the SEC, the New York Attorney General (NYAG) and other state agencies
represented by the North American Securities Administrators Association (NASAA), whereby UBS agreed
to offer to buy back ARSs from eligible customers within certain time periods, the last of which
begins on 30 June 2010, and to pay penalties of USD 150 million (USD 75 million to the NYAG, USD 75
million to the other states). UBS subsequently finalized its settlement with the State of
Massachusetts, the SEC and the NYAG, and is continuing to finalize agreements with the other state
regulators. UBS’s settlement is largely in line with similar industry regulatory settlements. The
NYAG and SEC continue to investigate individuals affiliated with UBS who traded in ARSs or who had
responsibility for disclosures.
US Cross-Border: UBS AG has been responding to a number of governmental inquiries and
investigations relating to its cross-border private banking services to US private clients during
the years 2000-2007. On 18 February 2009, UBS announced that it had entered into a Deferred
Prosecution Agreement (DPA) with the US Department of Justice Tax Division (DOJ) and the United
States Attorney’s Office for the Southern District of Florida, and a Consent Order with the SEC
relating to these investigations. As part of these settlement agreements, among other things: (i)
UBS will pay a total of USD 780 million to the United States, USD 380 million representing
disgorgement of profits from maintaining the US cross-border business and USD 400 million
representing US federal backup withholding tax required to be withheld by UBS, together with
interest and penalties, and restitution for unpaid taxes associated with certain account
relationships involving fraudulent sham and nominee offshore structures and otherwise as covered by
the DPA; (ii) UBS will complete the exit of the US cross-border business out of non-SEC registered
entities, as announced in July 2008, which these settlements permit UBS to do in a lawful, orderly
and expeditious manner; (iii) UBS will implement and maintain an effective program of internal
controls with respect to compliance with its obligations under its Qualified Intermediary (QI)
Agreement with the Internal Revenue Service (IRS), as well as a revised legal and compliance
governance structure in order to strengthen independent legal and compliance controls; and (iv)
pursuant to an order issued by the Swiss Financial Market Supervisory Authority (FINMA),
information was transferred to the DOJ regarding accounts of certain US clients as set forth in the
DPA who, based on evidence available to UBS, appear to have committed tax fraud or the like within
the meaning of the Swiss-US Double Taxation Treaty. Pursuant to the DPA, the DOJ has agreed that
any further prosecution of UBS will be deferred for a period of at least 18 months, subject to
extension under certain circumstances such as UBS needing more time to complete the implementation
of the exit of its US cross-border business. If UBS satisfies all of its obligations under the DPA,
the DOJ will refrain permanently from pursuing charges against UBS relating to the investigation of
its US cross-border business. As part of the SEC resolution, the SEC filed a Complaint against UBS
in US Federal District
Page 4 of 10 Pages
CUSIP No. |
92839U107 |
Court in Washington, D.C., charging UBS with acting as an unregistered
broker-dealer and investment
advisor in connection with maintaining its US cross-border business. Pursuant to the Consent Order,
UBS did not admit or deny the allegations in that Complaint, and consented to the entry of a final
judgment that provides, among other things, that: (i) UBS will pay USD 200 million to the SEC,
representing disgorgement of profits from the US cross-border business (this amount is included in,
and not in addition to, the USD 780 million UBS is paying to the United States as described above);
and (ii) UBS will complete its exit of the US cross-border business and will be permanently
enjoined from violating the SEC registration requirements by providing broker-dealer or investment
advisory services to US persons through UBS entities not registered with the SEC. The District
Court entered the final judgment on 19 March 2009.
(f) The Reporting Persons may be deemed to be members of a “group” for purposes of Section
13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”). See Item 6 below.
The Reporting Persons expressly disclaim that they have agreed to act as a group.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares were acquired in open market purchases using internally generated funds of UBS AG
(“UBS”) and the affiliates that purchased the subject securities. No funds or consideration were
borrowed or obtained for the purpose of acquiring the Shares.
| Item 4. | Purpose of Transaction. |
The Reporting Persons acquired these Shares for investment purposes. The Reporting Persons do
not have any present plan or proposal that would relate to or result in any of the matters
specified in Item 4 of Schedule 13D except as set forth in Item 6 below, as amended or
supplemented. The information set forth in Item 6 of this Schedule 13D as amended or supplemented
is hereby incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
(a) — (b) As of April 26, 2010, the number of Shares outstanding was 130,320,880 according
to the Issuer’s Form 10-Q filed on April 30, 2010. As of the date hereof, the Reporting Persons
are the beneficial owners of 158,482 Shares, which constitutes 0.12% of the Issuer’s outstanding
Shares. The Reporting Persons have the sole power to vote and sole power to dispose of 158,482
Shares. The information set forth in Item 6 of this Schedule 13D as amended or supplemented is
hereby incorporated herein by reference.
(c) Except as set forth on Exhibit A attached hereto, there have been no transactions
with respect to the Shares during the sixty days prior to the date of this Schedule 13D by the
Reporting Persons or, to their knowledge, by any executive officer or director of the Reporting
Persons.
(d) Except for clients of UBS AG or its affiliates who may have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common
Stock, if any, held in client accounts with respect to which UBS AG or employees of UBS AG have
voting or investment discretion, or both, no other person is known by the Reporting Persons to have
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, any shares of Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
Page 5 of 10 Pages
CUSIP No. |
92839U107 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby supplemented by adding the following at the end thereof:
On June 25, 2010 the Issuer and the Investors entered into the Second Amendment to the Equity
Commitment Agreement, effective as of June 20, 2010. The Second Amendment to the Equity Commitment
Agreement amends (i) Section 7.2(b) of the Equity Commitment Agreement to extend the date by which
the Issuer has to use its commercially reasonable efforts to obtain an order approving a disclosure
statement to July 2, 2010 and (ii) Section 10.1(c) of the Equity Commitment Agreement to extend the
date by which certain Investors may terminate the Equity Commitment Agreement for failure to obtain
such order to July 2, 2010. The above summary of the material terms of the Second Amendment to the
Equity Commitment Agreement is qualified in its entirety by reference to the text of the Second
Amendment to the Equity Commitment Agreement, a copy of which is attached hereto as Exhibit K.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby supplemented1 by adding the following at the
end thereof:
Exhibit A — Transactions in the Shares effected in the past 60 days
Exhibit K — Second Amendment to Equity Commitment Agreement, dated as of June 25,
2010, by and between Visteon Corporation and certain investors.
| 1 | If the Reporting Persons traded Visteon Shares in the past 60 days, they must amend and restate Exhibit A to the Schedule 13D. |
Page 6 of 10 Pages
CUSIP No. |
92839U107 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Date: June 29, 2010
| By: | /s/ Anthony DeFilippis | |||
| Name: | Anthony DeFilippis | |||
| Title: | Executive Director | |||
| By: | /s/ Gordon Kiesling | |||
| Name: | Gordon Kiesling | |||
| Title: | Executive Director | |||
Page 7 of 10 Pages
CUSIP No. |
92839U107 |
Exhibit A
Transactions in the Shares of Visteon Corporation effected in the past 60 days
| Date of | Nature of | Number of | Price per | |||||||||||||
| For the Account of | Transaction | Transaction | Shares | Share | ||||||||||||
UBS Securities LLC |
4/26/2010 | Buy | 320,754 | 1.682 | ||||||||||||
UBS Securities LLC |
4/26/2010 | Sell | 321,727 | 1.684 | ||||||||||||
UBS Securities LLC |
4/27/2010 | Buy | 496,919 | 1.715 | ||||||||||||
UBS Securities LLC |
4/27/2010 | Sell | 496,297 | 1.714 | ||||||||||||
UBS Securities LLC |
4/28/2010 | Buy | 97,122 | 1.583 | ||||||||||||
UBS Securities LLC |
4/28/2010 | Sell | 92,735 | 1.581 | ||||||||||||
UBS Securities LLC |
4/29/2010 | Buy | 104,602 | 1.628 | ||||||||||||
UBS Securities LLC |
4/29/2010 | Sell | 109,952 | 1.629 | ||||||||||||
UBS Securities LLC |
4/30/2010 | Buy | 412,222 | 1.816 | ||||||||||||
UBS Securities LLC |
4/30/2010 | Sell | 410,375 | 1.815 | ||||||||||||
UBS Securities LLC |
5/3/2010 | Buy | 65,035 | 1.733 | ||||||||||||
UBS Securities LLC |
5/3/2010 | Sell | 66,146 | 1.732 | ||||||||||||
UBS Securities LLC |
5/4/2010 | Buy | 17,452 | 1.627 | ||||||||||||
UBS Securities LLC |
5/4/2010 | Sell | 17,332 | 1.628 | ||||||||||||
UBS Securities LLC |
5/5/2010 | Buy | 253,392 | 1.806 | ||||||||||||
UBS Securities LLC |
5/5/2010 | Sell | 254,048 | 1.806 | ||||||||||||
UBS Securities LLC |
5/6/2010 | Buy | 288,291 | 1.938 | ||||||||||||
UBS Securities LLC |
5/6/2010 | Sell | 287,825 | 1.938 | ||||||||||||
UBS Securities LLC |
5/7/2010 | Buy | 222,821 | 1.662 | ||||||||||||
UBS Securities LLC |
5/7/2010 | Sell | 223,522 | 1.663 | ||||||||||||
UBS Securities LLC |
5/10/2010 | Buy | 67,892 | 1.79 | ||||||||||||
UBS Securities LLC |
5/10/2010 | Sell | 66,292 | 1.785 | ||||||||||||
UBS Securities LLC |
5/11/2010 | Buy | 61,499 | 1.656 | ||||||||||||
UBS Securities LLC |
5/11/2010 | Sell | 63,216 | 1.657 | ||||||||||||
UBS Securities LLC |
5/12/2010 | Buy | 97,900 | 1.618 | ||||||||||||
UBS Securities LLC |
5/12/2010 | Sell | 98,098 | 1.615 | ||||||||||||
UBS Securities LLC |
5/13/2010 | Buy | 496,490 | 1.301 | ||||||||||||
UBS Securities LLC |
5/13/2010 | Sell | 496,090 | 1.301 | ||||||||||||
UBS Securities LLC |
5/14/2010 | Buy | 132,484 | 1.244 | ||||||||||||
UBS Securities LLC |
5/14/2010 | Sell | 127,984 | 1.242 | ||||||||||||
UBS Securities LLC |
5/17/2010 | Buy | 610,064 | 0.916 | ||||||||||||
Page 8 of 10 Pages
CUSIP No. |
92839U107 |
| Date of | Nature of | Number of | Price per | |||||||||||||
| For the Account of | Transaction | Transaction | Shares | Share | ||||||||||||
UBS Securities LLC |
5/17/2010 | Sell | 612,100 | 0.918 | ||||||||||||
UBS Securities LLC |
5/18/2010 | Buy | 535,137 | 0.783 | ||||||||||||
UBS Financial Services Inc |
5/18/2010 | Sell | 71 | 0.76 | ||||||||||||
UBS Securities LLC |
5/18/2010 | Sell | 533,601 | 0.782 | ||||||||||||
UBS Securities LLC |
5/19/2010 | Buy | 440,015 | 0.698 | ||||||||||||
UBS Securities LLC |
5/19/2010 | Sell | 442,355 | 0.697 | ||||||||||||
UBS Securities LLC |
5/20/2010 | Buy | 197,361 | 0.761 | ||||||||||||
UBS Securities LLC |
5/20/2010 | Sell | 198,471 | 0.761 | ||||||||||||
UBS Securities LLC |
5/21/2010 | Buy | 889,919 | 1.213 | ||||||||||||
UBS Securities LLC |
5/21/2010 | Sell | 888,869 | 1.213 | ||||||||||||
UBS Securities LLC |
5/24/2010 | Buy | 710,353 | 1.593 | ||||||||||||
UBS Securities LLC |
5/24/2010 | Sell | 712,353 | 1.593 | ||||||||||||
UBS Securities LLC |
5/25/2010 | Buy | 442,467 | 1.491 | ||||||||||||
UBS Securities LLC |
5/25/2010 | Sell | 441,164 | 1.492 | ||||||||||||
UBS Securities LLC |
5/26/2010 | Buy | 155,949 | 1.369 | ||||||||||||
UBS Securities LLC |
5/26/2010 | Sell | 158,050 | 1.376 | ||||||||||||
UBS Securities LLC |
5/27/2010 | Buy | 194,770 | 1.613 | ||||||||||||
UBS Securities LLC |
5/27/2010 | Sell | 191,272 | 1.614 | ||||||||||||
UBS Securities LLC |
5/28/2010 | Buy | 61,675 | 1.527 | ||||||||||||
UBS Securities LLC |
5/28/2010 | Sell | 62,184 | 1.528 | ||||||||||||
UBS Securities LLC |
6/1/2010 | Buy | 80,047 | 1.334 | ||||||||||||
UBS Securities LLC |
6/1/2010 | Sell | 82,143 | 1.332 | ||||||||||||
UBS Securities LLC |
6/2/2010 | Buy | 48,235 | 1.358 | ||||||||||||
UBS Securities LLC |
6/2/2010 | Sell | 44,554 | 1.354 | ||||||||||||
UBS Securities LLC |
6/3/2010 | Buy | 37,406 | 1.39 | ||||||||||||
UBS Financial Services Inc |
6/3/2010 | Sell | 26 | 1.37 | ||||||||||||
UBS Securities LLC |
6/3/2010 | Sell | 34,582 | 1.393 | ||||||||||||
UBS Securities LLC |
6/4/2010 | Buy | 31,600 | 1.364 | ||||||||||||
UBS Securities LLC |
6/4/2010 | Sell | 38,200 | 1.367 | ||||||||||||
UBS Securities LLC |
6/7/2010 | Buy | 9,944 | 1.383 | ||||||||||||
UBS Securities LLC |
6/7/2010 | Sell | 7,220 | 1.381 | ||||||||||||
UBS Securities LLC |
6/8/2010 | Buy | 52,626 | 1.232 | ||||||||||||
UBS Securities LLC |
6/8/2010 | Sell | 55,350 | 1.231 | ||||||||||||
UBS Securities LLC |
6/9/2010 | Buy | 127,073 | 1.088 | ||||||||||||
Page 9 of 10 Pages
CUSIP No. |
92839U107 |
| Date of | Nature of | Number of | Price per | |||||||||||||
| For the Account of | Transaction | Transaction | Shares | Share | ||||||||||||
UBS Securities LLC |
6/9/2010 | Sell | 127,073 | 1.086 | ||||||||||||
UBS Securities LLC |
6/10/2010 | Buy | 120,924 | 1.135 | ||||||||||||
UBS Securities LLC |
6/10/2010 | Sell | 120,911 | 1.13 | ||||||||||||
UBS Securities LLC |
6/11/2010 | Buy | 77,955 | 1.112 | ||||||||||||
UBS Securities LLC |
6/11/2010 | Buy | 2,500 | 1.04 | ||||||||||||
UBS Securities LLC |
6/11/2010 | Sell | 2,500 | 1.07 | ||||||||||||
UBS Securities LLC |
6/11/2010 | Sell | 73,829 | 1.108 | ||||||||||||
UBS Securities LLC |
6/14/2010 | Buy | 153,274 | 1.076 | ||||||||||||
UBS Securities LLC |
6/14/2010 | Sell | 149,413 | 1.079 | ||||||||||||
UBS Securities LLC |
6/15/2010 | Buy | 159,298 | 0.981 | ||||||||||||
UBS Securities LLC |
6/15/2010 | Sell | 167,198 | 0.984 | ||||||||||||
UBS Securities LLC |
6/16/2010 | Buy | 169,083 | 0.823 | ||||||||||||
UBS Securities LLC |
6/16/2010 | Sell | 169,183 | 0.823 | ||||||||||||
UBS Securities LLC |
6/17/2010 | Buy | 425,287 | 0.658 | ||||||||||||
UBS Securities LLC |
6/17/2010 | Sell | 422,437 | 0.656 | ||||||||||||
UBS Securities LLC |
6/18/2010 | Buy | 353,457 | 0.549 | ||||||||||||
UBS Securities LLC |
6/18/2010 | Sell | 356,307 | 0.549 | ||||||||||||
Page 10 of 10 Pages
Exhibit
K
SECOND AMENDMENT TO THE EQUITY COMMITMENT AGREEMENT
This Second Amendment (this “Amendment”), dated as of June 20, 2010, is made and
entered into by and among Visteon Corporation (as debtor-in-possession and a reorganized debtor, as
applicable, the “Company”) and the Investors whose signatures are set forth below (the
“Amending Investors”). Capitalized terms used and not otherwise defined herein have the
meanings set forth in the Equity Commitment Agreement (as defined below).
WHEREAS, the Company and the Amending Investors are parties to that certain Equity Commitment
Agreement, dated as of May 6, 2010 (as amended by that certain First Amendment to the Equity
Commitment Agreement, dated as of June 13, 2010, the “Equity Commitment Agreement”);
WHEREAS, Section 11.7 of the Equity Commitment Agreement provides, among other things, that
the Equity Commitment Agreement may be amended only in a writing signed by the Company and all of
the Lead Investors, subject to the other provisions set forth in the Equity Commitment Agreement;
and
WHEREAS, the Company and the Amending Investors wish to amend the Equity Commitment Agreement,
and the Amending Investors include all of the Lead Investors;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and
in the Equity Commitment Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
A. Amendments to the Equity Commitment Agreement. The Equity Commitment Agreement is
hereby amended as follows:
1. Section 7.2(b) — Milestone Date. Clause (iv) of Section 7.2(b) of the Equity
Commitment Agreement shall be amended by deleting the phrase “June 20, 2010” and replacing it with
the phrase “July 2, 2010”.
2. Section 10.1(c) — Milestone Date. Clause (ii) of Section 10.1(c) of the Equity
Commitment Agreement shall be amended by deleting the phrase “June 20, 2010” and replacing it with
the phrase “July 2, 2010”.
B. Miscellaneous. This Amendment and the Equity Commitment Agreement, together,
contain the complete agreement among the parties hereto and thereto and supersede any prior
understandings, agreements, letters of intent, or representations by or among such parties, written
or oral, that may have related to the subject matter hereof in any way. Except as specifically
amended hereby, the Equity Commitment Agreement, as amended hereby, shall remain in full force and
effect. The terms and provisions of Sections 11.1 through 11.8 and 11.10 of the Equity Commitment
Agreement are incorporated herein by reference as if set forth herein in their entirety and shall
apply mutatis mutandis to this Amendment.
* * * * *
IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of
the date first written above.
| VISTEON CORPORATION |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment
Agreement — Company Signature Page]
| CQS CONVERTIBLE AND QUANTITATIVE STRATEGIES MASTER FUND LIMITED |
||||
| By: | ||||
| Name: | ||||
| Title: | Authorized Signatory | |||
[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| CQS DIRECTIONAL OPPORTUNITIES MASTER FUND LIMITED |
||||
| By: | ||||
| Name: | ||||
| Title: | Authorized Signatory | |||
[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| DEUTSCHE BANK SECURITIES INC. (Solely with Respect to the Distressed Products Group) |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| ELLIOTT INTERNATIONAL, L.P. |
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| By: | Elliott International Capital Advisors Inc., as | |||
| Attorney-in-Fact | ||||
| By: | ||||
| Name: | Elliot Greenberg | |||
| Title: | Vice President | |||
[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| GOLDMAN, SACHS & CO., solely with respect to the High Yield Distressed Investing Group |
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| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| KIVU INVESTMENT FUND LIMITED |
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| By: | ||||
| Name: | ||||
| Title: | Authorized Signatory | |||
[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| MONARCH MASTER FUNDING LTD |
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| By: | MONARCH ALTERNATIVE CAPITAL LP, its investment advisor | |||
| By: | ||||
| Name: | Christopher Santana | |||
| Title: | Managing Principal | |||
[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| OAK HILL ADVISORS, L.P., on behalf of certain private funds and separate accounts that it manages |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| SOLUS ALTERNATIVE ASSET MANAGEMENT LP, as investment
advisor to its private funds |
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| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| THE LIVERPOOL LIMITED PARTNERSHIP |
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| By: | Liverpool Associates, Ltd., as General Partner | |||
| By: | ||||
| Name: | Elliot Greenberg | |||
| Title: | Vice President | |||
[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| ALDEN GLOBAL DISTRESSED OPPORTUNITIES FUND, L.P. |
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| By: | Alden Global Distressed Opportunities Fund GP, LLC, its general partner | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment
Agreement — Co-Investor Signature Page]
| ALLEN ARBITRAGE, L.P. |
||||
| By: | ||||
| Name: | Tal Gurion | |||
| Title: | Managing Director of Investment Manager | |||
[Second Amendment to the Equity Commitment
Agreement — Co-Investor Signature Page]
| ALLEN ARBITRAGE OFFSHORE |
||||
| By: | ||||
| Name: | Tal Gurion | |||
| Title: | Managing Director of Investment Manager | |||
[Second Amendment to the Equity Commitment
Agreement — Co-Investor Signature Page]
| ARMORY MASTER FUND LTD. |
||||
| By: | Armory Advisors LLC, its Investment Manager | |||
| By: | ||||
| Name: | Jay Burnham | |||
| Title: | Manager | |||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CAPITAL VENTURES INTERNATIONAL |
||||
| By: | Susquehanna Advisors Group, Inc., | |||
| its authorized agent | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CASPIAN CAPITAL PARTNERS, L.P. |
||||
| By: | Mariner Investment Group, as Investment Advisor | |||
| By: | ||||
| Name: | David Corleto | |||
| Title: | Principal | |||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CASPIAN SELECT CREDIT MASTER FUND, LTD. |
||||
| By: | Mariner Investment Group, as Investment Advisor | |||
| By: | ||||
| Name: | David Corleto | |||
| Title: | Principal | |||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CITADEL SECURITIES LLC |
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| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CSS, LLC |
||||
| By: | ||||
| Name: | Jerry White | |||
| Title: | Partner | |||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CUMBERLAND PARTNERS |
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| By: | CUMBERLAND GP LLC, its General Partner | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CUMBERLAND BENCHMARKED PARTNERS, L.P. |
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| By: | CUMBERLAND BENCHMARKED GP LLC, | |||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| LONGVIEW PARTNERS B, L.P. |
||||
| By: | LONGVIEW B GP LLC, its General Partner | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CUMBER INTERNATIONAL S.A. |
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| By: | CUMBERLAND ASSOCIATES LLC, as Investment Adviser | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CYRUS EUROPE MASTER FUND LTD. |
||||
| By: | Cyrus Capital Partners, L.P. as Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD. |
||||
| By: | Cyrus Capital Partners, LP as Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CRESCENT 1 L.P. |
||||
| By: | Cyrus Capital Partners, L.P. as Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CRS FUND LTD. |
||||
| By: | Cyrus Capital Partners, L.P. as Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CYRUS OPPORTUNITIES MASTER FUND II, LTD. |
||||
| By: | Cyrus Capital Partners, L.P. as Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| HALBIS DISTRESSED OPPORTUNITIES MASTER FUND, LTD. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| MARINER LDC |
||||
| By: | Mariner Investment Group, as Investment Advisor | |||
| By: | ||||
| Name: | David Corleto | |||
| Title: | Principal | |||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| MARINER LDC |
||||
| By: | Riva Ridge Capital Management LP, | |||
| as Investment Manager | ||||
| By: | Riva Ridge GP LLC, GP to the Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| MERCED PARTNERS LIMITED PARTNERSHIP |
||||
| By: | Global Capital Management, Inc., General Partner | |||
| By: | ||||
| Name: | Thomas G. Rock | |||
| Title: | Authorized Representative | |||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| MERCED PARTNERS II, L.P. |
||||
| By: | Lydiard Partners, L.P., General Partner | |||
| By: | Tanglewood Capital Management, Inc., | |||
| General Partner | ||||
| By: | ||||
| Name: | Thomas G. Rock | |||
| Title: | Authorized Representative | |||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| NEWFINANCE ALDEN SPV |
||||
| By: | Alden Global Capital, its Trading Advisor | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| QVT FUND LP |
||||
| By: | QVT Associates GP LLC, its general partner | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| QUINTESSENCE FUND L.P. |
||||
| By: | QVT Associates GP LLC, its general partner | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| RIVA RIDGE MASTER FUND, LTD. |
||||
| By: | Riva Ridge Capital Management LP, | |||
| as Investment Manager | ||||
| By: | Riva Ridge GP LLC, GP to the Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| SENECA CAPITAL, L.P. |
||||
| By: | ||||
| Name: | Mike Anastasio | |||
| Title: | CFO | |||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| SILVER POINT CAPITAL, L.P. on behalf of its affiliates and related funds |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| SPECTRUM INVESTMENT PARTNERS, L.P. |
||||
| By: | Spectrum Group Management LLC, its | |||
| general partner | ||||
| By: | ||||
| Name: | Jeffrey A. Schaffer | |||
| Title: | Managing Member | |||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| SIPI MASTER LTD. |
||||
| By: | Spectrum Investment Management LLC, | |||
| its investment manager | ||||
| By: | ||||
| Name: | Jeffrey A. Schaffer | |||
| Title: | Managing Member | |||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| STARK CRITERION MASTER FUND LTD. |
||||
| By: | Stark Criterion Management LLC | |||
| Its: | Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| STARK MASTER FUND LTD. |
||||
| By: | Stark Offshore Management LLC | |||
| Its: | Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| THE SEAPORT GROUP LLC PROFIT SHARING PLAN |
||||
| By: | Armory Advisors LLC, its Investment Advisor | |||
| By: | ||||
| Name: | Jay Burnham | |||
| Title: | Manager | |||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| UBS SECURITIES LLC (solely with respect to the Distressed Debt TradingGroup) |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| VENOR CAPITAL MASTER FUND LTD. |
||||
| By: | ||||
| Name: | Michael Wartell | |||
| Title: | Authorized Signatory | |||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| WHITEBOX HEDGED HIGH YIELD PARTNERS, L.P. |
||||
| By: | Whitebox Hedged High Yield Advisors, LLC, its General Partner | |||
| By: | Whitebox Advisors, LLC, its Managing Member | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| WHITEBOX COMBINED PARTNERS, L.P. |
||||
| By: | Whitebox Combined Advisors, LLC, its General Partner | |||
| By: | Whitebox Advisors, LLC, its Managing Member | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]