UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 14, 2012
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-15827 | 38-3519512 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Village Center Drive, Van Buren Township, Michigan | 48111 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (800)-VISTEON
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:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 7 – REGULATION FD
Item 7.01. Regulation FD Disclosure.
On November 14, 2012, Visteon Corporation (the “Company”) announced that it had given notice to redeem for cash $50,000,000 of its outstanding 6.75% Senior Notes due 2019 (the “Notes”) on December 14, 2012 (the “Redemption Date”). The redemption price for the Notes will be 103% of the principal amount of the Notes, plus accrued and unpaid interest to the Redemption Date. The Company’s press release related to the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Nothing in this Current Report on Form 8-K shall constitute an offer to buy, the solicitation of an offer to sell or a solicitation of consents with respect to, any of the Notes.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release dated November 14, 2012. | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VISTEON CORPORATION | ||||
| Date: November 14, 2012 | By: | /s/ Michael K. Sharnas | ||
| Michael K. Sharnas | ||||
| Senior Vice President and General Counsel | ||||
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EXHIBIT INDEX
| Exhibit No. |
Description |
Page | ||
| 99.1 | Press release dated November 14, 2012. | |||
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Exhibit 99.1
|
NEWS RELEASE | |||
Visteon Corporation Announces Partial Redemption of Its 6.75% Senior Notes Due 2019
VAN BUREN TOWNSHIP, Mich., Nov. 14, 2012 – Visteon Corporation (NYSE: VC), today announced that it has given the required notice under the governing indenture to redeem for cash $50,000,000 of its outstanding 6.75% Senior Notes due 2019 (the “Notes”) on Dec. 14, 2012 (the “Redemption Date”). The redemption price for the Notes will be 103% of the principal amount of the Notes, plus accrued and unpaid interest to the Redemption Date.
A notice of partial redemption is being sent to all currently registered holders of the Notes by The Bank of New York Mellon Trust Company, N.A., the trustee under the indenture governing the Notes. The trustee has advised Visteon that the selection of the Notes for redemption will be made by lot in accordance with the procedures of The Depository Trust Corporation. Beneficial holders with any questions about the redemption should contact their respective brokerage firms or financial institutions that hold Notes on their behalf.
This press release is for informational purposes only and is not an offer to buy, the solicitation of an offer to sell or a solicitation of consents with respect to, any of the Notes.
About Visteon
Visteon is a leading global automotive supplier that designs, engineers and manufactures innovative climate, electronics and interior products for vehicle manufacturers. With corporate offices in Van Buren Township, Mich. (U.S.); Shanghai, China; and Chelmsford, UK; the company has facilities in 28 countries and employs approximately 22,000 people. Learn more at www.visteon.com.
Forward-Looking Statements
This communication contains forward-looking statements that may state Visteon’s or its management’s intentions, beliefs, expectations or predictions for the future. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “will,” “expect,” “estimate,” “anticipate,” “forecast,” “plan,” “believe” and similar terms. Although Visteon believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the capital markets generally.
The foregoing review of factors that could cause Visteon’s actual results to differ materially from those contemplated in the forward-looking statements included herein should be considered in connection with information regarding risks and uncertainties that may affect Visteon’s future results included in Visteon’s filings with the SEC at www.sec.gov.
Media Contact:
Jim Fisher
734-710-5557
jfishe89@visteon.com
Investor Contact:
Scott Deitz
734-710-2603
sdeitz@visteon.com