Current Report Filing (8-k)
November 17 2017 - 4:34PM
Edgar (US Regulatory)
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 17, 2017 (November 14, 2017)
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:
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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2
of this
chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
SECTION 1 REGISTRANTS BUSINESS AND OPERATIONS
Item 1.01.
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Entry into a Material Definitive Agreement.
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On November 14, 2017, Visteon
Corporation (the Company) entered into Amendment No. 3 (the Amendment) to its credit agreement, dated as of April 9, 2014 (as amended by that certain Waiver and Amendment No. 1 to Credit Agreement, dated as of
March 25, 2015 and Amendment No. 2 to Credit Agreement, dated as of March 24, 2017, the Existing Credit Agreement; and the Existing Credit Agreement, as amended by the Amendment, the Credit Agreement) with
Citibank, N.A., as administrative agent, the guarantors party thereto and certain lenders party thereto. The Amendment provides for the replacement and repricing of the initial term facility with a new term facility (the Refinancing Term
Facility; any loans made pursuant to the Refinancing Term Facility, New Term Loans) in an aggregate principal amount of $350,000,000.
At the Companys option, loans under the New Term Loans may be maintained from time to time at an interest rate equal to the applicable
domestic rate (Base Rate)
plus
an applicable margin of 1.00% per annum or the LIBOR-based rate (Eurodollar Rate)
plus
an applicable margin of 2.00% per annum. The Base Rate shall be a fluctuating rate per annum
equal to the highest of (i) the rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published by the Federal Reserve Bank of
New York on the following Business Day, plus 0.50%; (ii) the rate established by the Administrative Agent as its prime rate at its principal U.S. office and (iii) the Eurodollar Rate (which, for the purposes of establishing the Base
Rate, shall not be less than 0.00%) plus 1%. The Eurodollar Rate shall be equal to the quotient obtained by dividing (a) the ICE Benchmark Administration Limited LIBOR Rate by (b) the difference between 1.00 and the reserve percentage
under regulations issued from time to time by the Board of Governors of the Federal Reserve System of the United States for determining the maximum reserve requirement with respect to Eurocurrency funding.
Outstanding borrowings of New Term Loans prepaid prior to May 14, 2018 are subject to a prepayment premium in the amount of 1.00% of the
principal prepaid.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by
reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
SECTION 2 FINANCIAL INFORMATION
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information provided in Item 1.01 of this Current Report on
Form 8-K
is hereby incorporated
into this Item 2.03 by reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01.
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Financial Statements and Exhibits.
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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: November 17, 2017
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By:
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/s/ Brett D. Pynnonen
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Brett D. Pynnonen
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Senior Vice President and General Counsel
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