UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 17, 2009
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)) |
Item 8.01 Other Events.
As previously disclosed, on May 28, 2009, Visteon Corporation and certain of its domestic
subsidiaries (collectively, the “Debtors” or “Visteon”) 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
December 17, 2009, the Debtors filed with the Court a joint plan of reorganization (the “Plan”) and
a related disclosure statement (the “Disclosure Statement”) pursuant to Chapter 11. Copies of the
Plan and the Disclosure Statement are attached hereto as Exhibits 99.1 and 99.2, respectively.
Copies of the Plan and Disclosure Statement are also publicly available and may be accessed free of
charge at the Debtors’ private website at http://www.kccllc.net/visteon. The information set forth
on the foregoing website shall not be deemed to be part of or incorporated by reference into this
Form 8-K.
The Debtors recommend that its stakeholders refer to the limitations and qualifications included in
the Plan and the Disclosure Statement, as applicable, with respect to the information contained
therein. Information contained in the Plan and the Disclosure Statement is subject to change,
whether as a result of amendments to the Plan, actions of third parties, or otherwise.
Bankruptcy law does not permit solicitation of acceptances of the Plan until the Court approves the
Disclosure Statement. Accordingly, this announcement is not intended to be, nor should it be
construed as, a solicitation for a vote on the Plan. The Plan will become effective only if it
receives the requisite stakeholder approval and if confirmed by the Court. There can be no
assurance that the Court will approve the Disclosure Statement, that the Debtors’ stakeholders will
approve the Plan, or that the Court will confirm the Plan.
Item 9.01 Financial Statements and Exhibits
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Description |
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99.1 |
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Joint Plan of Reorganization, filed December 17, 2009. |
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99.2 |
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Disclosure Statement, filed December 17, 2009. |
Limitation on Incorporation by Reference
The Plan and Disclosure Statement shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended. Registration statements or other documents filed with the U.S. Securities and
Exchange Commission (“SEC”) shall not incorporate the Schedules and Statements or any other
information set forth in this Current Report on Form 8-K by reference, except as otherwise
expressly stated in such filing. This Current Report on Form 8-K will not be deemed an admission
as to the materiality of any information in the report that is required to be disclosed solely by
Regulation FD.
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 operate
subject to the terms of the debtor in possession 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 develop,
prosecute, confirm, and consummate one or more plans of reorganization; (v) risks associated with
third parties proposing and confirming one or more plans of reorganization; (vi) risks associated
with third parties seeking and obtaining the appointment of a chapter 11 trustee or to convert the
cases to chapter 7 cases; (vii) Visteon’s ability to maintain contracts and leases that are
critical to its operations; (viii) the potential adverse impact of Visteon’s restructuring on its
liquidity or results of operations; (ix) the ability of Visteon to execute its business plans and
strategy; (x) the ability of Visteon to attract, motivate, and/or retain key executives and
associates; and (xi) 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.
Similarly, these and other factors, including the terms of any plan of reorganization ultimately
confirmed, can affect the value of Visteon’s various prepetition liabilities, and securities.
Additionally, no assurance can be given as to what values, if any, will be ascribed in the
bankruptcy proceedings to each of these constituencies. A plan or plans of reorganization could
result in holders of Visteon’s common stock or claims relating to prepetition liabilities receiving
no distribution on account of their interest and cancellation of their interests and their claims.
Under certain conditions specified in the Bankruptcy Code, a plan of reorganization may be
confirmed notwithstanding its rejection by an impaired class of creditors or equity holders and
notwithstanding the fact that certain creditors or equity holders do not receive or retain property
on account of their claims or equity interests under the plan. In light of the foregoing, Visteon
considers the value of the common stock and claims to be highly speculative and such claims or
common stock may ultimately be determined to have no value. Accordingly, Visteon urges that
appropriate caution be exercised with respect to existing and future investments in Visteon’s
common stock or any claims relating to prepetition liabilities.
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