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) January 9, 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) |
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:
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Written communication 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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SECTION 1 — REGISTRANT’S 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.
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 January 9, 2006, Visteon Corporation (the “Company”) entered into a Second Amended and
Restated Credit Agreement (the “Restated 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 amends and restates the Company’s Amended and Restated Five-Year
Revolving Loan Credit Agreement dated as of June 24, 2005. The Restated Credit Agreement provides
for the availability of an additional $350 million secured term loan. The Company borrowed the
full $350 million upon closing, which will be used for general corporate purposes and to repay
approximately $150 million of existing borrowings under the Restated Credit Agreement. This
borrowing will bear interest at a Eurocurrency rate plus 4.5% and will mature on June 20, 2007
On January 9, 2006, the Company also entered into a First Amendment (the “Amendment”) to its
Amended and Restated Five-Year Term Loan Credit Agreement, dated as of June 24, 2005, to conform
certain provisions of such agreement to the modified provisions of the Restated Credit Agreement.
The Company’s short-term Credit Agreement, dated June 24, 2005, expired pursuant to its terms on
December 15, 2005.
The Restated Credit Agreement and Amendment modify the financial covenants based on
consolidated leverage ratios, which are tested at each quarter-end using the ratio of (a)
Consolidated Total Debt to (b) Consolidated EBITDA (each as defined in the respective agreement).
The above mentioned ratio cannot exceed 4.75 to 1 for the quarter ended December 31, 2005, 4.75 to
1 for the quarter ended March 31, 2006, 5.25 to 1 for the quarter ended June 30, 2006, 4.25 to 1
for the quarter ended September 30, 2006, 3.00 to 1 for the quarter ended December 31, 2006, 2.75
to 1 for the quarter ended March 31, 2007, and 2.50 to 1 for the quarter ended June 30, 2007.
Otherwise, the Restated Credit Agreement and Amendment make several minor changes to align with the
Company’s business improvement initiatives.
The foregoing descriptions of the Restated 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 10.1 and 10.2 to this Current Report on Form 8-K. The Company’s 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 Restated Credit Agreement and the Amendment
and their affiliates have performed, and may in the future perform, various
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commercial banking, investment banking, 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. In particular, several of the banks participating in the Restated
Credit Agreement and the Amendment, or their affiliates, also participated in the Company’s 2004
issuance of $450,000,000 in ten year, unsecured notes and the partial tender offer for certain
public notes. In addition, an affiliate of JPMorgan Chase Bank, N.A. provided advisory services in
connection with certain transactions with Ford Motor Company.
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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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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10.2
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First Amendment, dated as of January 9, 2006, to the Amended and Restated
Five-Year Term Loan Credit Agreement, dated as of June 24, 2005, among the Company,
Oasis Holdings Statutory Trust, 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 January 9, 2006 |