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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) June 13, 2006
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-15827
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38-3519512 |
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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One Village Center Drive, Van Buren Township, Michigan
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48111 |
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(Address of principal executive offices)
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(Zip Code) |
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Registrants 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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
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SECTION 1 REGISTRANTS BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth under Item 2.03 below is incorporated herein by reference.
On June 15, 2006, the Organization and Compensation Committee of the Board of Directors of
Visteon Corporation (the Company) approved amendments to the Visteon Corporation Supplemental
Executive Retirement Plan (the SERP), effective as of June 30, 2006, designed to align the SERP
with changes to the Companys qualified retirement program. Pursuant to the amendments, eligible
participants will no longer accrue service under the Companys traditional SERP benefit formula
after June 30, 2006, and instead will accrue future service under the Companys BalancePlus SERP
benefit formula. Further, the amendments provide that certain benefit eligibility requirements of
the Companys BalancePlus SERP will be applied to all SERP participants. Finally, the amendments
update certain benefit and eligibility provisions to be consistent with recent changes to the
Companys management structure and incentive compensation levels. The foregoing description of the
SERP amendments is qualified in their entirety by reference to the text of such amendment, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth under Item 2.03 below is incorporated herein by reference.
SECTION 2 FINANCIAL INFORMATION
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On June 13, 2006, the Company entered into a Credit Agreement (the Credit Agreement) with a
syndicate of financial institutions, including JPMorgan Chase Bank, N.A., as administrative agent,
and Citicorp USA, Inc., as syndication agent, which provides for an $800 million secured term loan.
The Company borrowed the full $800 million upon closing, which will be used for general corporate
purposes and to repay
approximately $650 million of existing borrowings and interest under existing credit facilities.
This borrowing will bear interest at a Eurodollar rate plus 3% and will mature on June 13, 2013.
Subject to limited exceptions, each of the Companys direct and indirect, existing and future,
domestic subsidiaries acts as guarantor for the Credit Agreement. The obligations under the Credit
Agreement are secured by a first-priority lien on certain assets of the Company and most of its
domestic subsidiaries, including intellectual property, intercompany debt, the capital stock of
nearly all direct and indirect domestic subsidiaries, and 65% of the stock of certain first tier
foreign subsidiaries, as well as a second-priority lien on substantially all other material
tangible and intangible assets of the Company and most of its domestic subsidiaries. The terms
relating to the Credit Agreement specifically limit the obligations to be secured by a security
interest in certain U.S. manufacturing properties and intercompany indebtedness and capital
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stock of U.S. manufacturing subsidiaries in order to ensure that, at the time of any borrowing
under the Credit Agreement and other credit lines, the amount of the applicable borrowing which is
secured by such assets (together with other borrowings which are secured by such assets and
obligations in respect of certain sale-leaseback transactions) do not exceed 15% of Consolidated
Net Tangible Assets (as defined in the indenture applicable to the Companys outstanding bonds and
debentures).
The Credit Agreement contains, among other things, mandatory prepayment provisions for certain
asset sales, recovery events and debt incurrence, covenants, representations and warranties and
events of default customary for facilities of this type. Such covenants include certain
restrictions on the incurrence of additional indebtedness, liens, acquisitions and other
investments, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and
other repurchases in respect of capital stock, voluntary prepayments of certain other indebtedness,
capital expenditures, transactions with affiliates, changes in fiscal periods, hedging
arrangements, lines of business, negative pledge clauses, subsidiary distributions and the
activities of certain holding company subsidiaries, subject to certain exceptions.
Under certain conditions amounts outstanding under the Credit Agreement may be accelerated.
Bankruptcy and insolvency events with respect to us or certain of our subsidiaries will result in
an automatic acceleration of the indebtedness under the Credit Agreement. Subject to notice and
cure periods in certain cases, other events of default under the Credit Agreement will result in
acceleration of indebtedness under the Credit Agreement at the option of the lenders. Such other
events of default include failure to pay any principal, interest or other amounts when due, failure
to comply with covenants, breach of representations or warranties in any material respect,
non-payment or acceleration of other material debt, entry of material judgments not covered by
insurance, or a change of control of the Company.
On June 13, 2006, the Company also entered into a First Amendment and Waiver (the Amendment)
to its Second Amended and Restated Credit Agreement, dated as of January 9, 2006 (the Restated
Credit Agreement), to permit the transactions contemplated by the Credit Agreement and to reduce
the amount available for borrowings by the Company under the Restated Credit Agreement to $500
million. The Company also terminated its Amended and Restated Five-Year Term Loan Credit
Agreement, dated as of June 24, 2005, as amended, as of June 13, 2006.
The foregoing descriptions of the Credit Agreement and the Amendment are qualified in their
entirety by reference to the text of the respective documents, copies of which are filed as
Exhibits 10.2 and 10.3 to this Current Report on Form 8-K, respectively. The Companys press
release relating to the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Some of the financial institutions party to the Credit Agreement and the Amendment and their
affiliates have performed, and may in the future perform, various commercial banking, investment
banking, brokerage, trustee and other financial advisory services in the ordinary course of
business for the Company and its subsidiaries for which they have received, and will receive,
customary fees and commissions.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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10.1 |
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Amendments to the Visteon Corporation Supplemental Executive Retirement Plan,
effective as of June 30, 2006. |
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10.2 |
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Credit Agreement, dated as of June 13, 2006, among the Company, the several
banks and other financial institutions or entities from time to time party thereto,
Credit Suisse Securities (USA) LLC and Sumitomo Mitsui Banking Corporation, as
co-documentation agents, Citicorp USA, Inc., as syndication agent, and JPMorgan Chase
Bank, N.A., as administrative agent. |
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10.3 |
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First Amendment and Waiver, dated as of June 13, 2006, to the Second Amended
and Restated Credit Agreement, dated as of January 9, 2006, among the Company, the
several banks and other financial institutions or entities from time to time party
thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citicorp USA, Inc., as
syndication agent. |
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99.1 |
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Press release dated June 13, 2006. |
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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.
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VISTEON CORPORATION |
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Date: June 19, 2006
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By:
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/s/ John Donofrio |
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John Donofrio |
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Senior Vice President |
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and General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
10.1
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Amendments to the Visteon Corporation Supplemental
Executive Retirement Plan, effective as of June 30,
2006. |
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10.2
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Credit Agreement, dated as of June 13, 2006, among
Visteon Corporation, the several banks and other
financial institutions or entities from time to time
party thereto, Credit Suisse Securities (USA) LLC
and Sumitomo Mitsui Banking Corporation, as
co-documentation agents, Citicorp USA, Inc., as
syndication agent, and JPMorgan Chase Bank, N.A., as
administrative agent. |
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10.3
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First Amendment and Waiver, dated as of June 13,
2006, to the Second Amended and Restated Credit
Agreement, dated as of January 9, 2006, among
Visteon Corporation, the several banks and other
financial institutions or entities from time to time
party thereto, JPMorgan Chase Bank, N.A., as
administrative agent, and Citicorp USA, Inc., as
syndication agent. |
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99.1
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Press Release dated June 13, 2006. |