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Visteon Corporation announces tender offer and new notes offering

VAN BUREN TOWNSHIP, Mich., May 19, 2008 – Visteon Corporation (NYSE: VC) today announced that it has commenced a tender offer for up to $344 million of its 8.25 percent notes due August 2010 (the “Old Notes”). Each Eligible Holder (as defined below) who tenders Old Notes in the tender offer is required, as a condition to such Eligible Holder’s participation in the tender offer, to purchase a principal amount of Visteon’s new 12.25 percent senior notes due 2016 (the “New Notes”) equal to 60 percent of the aggregate principal amount of Notes purchased from such Eligible Holder pursuant to the tender offer at a purchase price equal to 91.621 percent of the principal amount thereof. The tender offer and offering of New Notes are being made only to holders of the Old Notes that are qualified institutional buyers and institutional accredited investors inside the United States, and to certain non-U.S. investors located outside the United States (“Eligible Holders”).

The total consideration for each $1,000 principal amount of Old Notes validly tendered and not withdrawn pursuant to the tender offer is $978.30 (“Total Consideration”). Eligible Holders must validly tender and not withdraw Old Notes and commit to purchase the applicable amount of New Notes on or prior to 5 p.m., New York City time, on June 2 (“Early Tender Deadline”) in order to be eligible to receive the Total Consideration for such Notes purchased in the tender offer. The Total Consideration includes an early tender payment (“Early Tender Payment”) of $40 per $1,000 principal amount of Notes payable in respect of Old Notes validly tendered and not withdrawn on or prior to the Early Tender Deadline. The tender offer will expire at 11:59 p.m., New York City time, on June 16, 2008 (the “Expiration Date”), unless extended or earlier terminated by Visteon. Holders who validly tender their Old Notes and commit to purchase the applicable amount of New Notes after the Early Tender Date and on or prior to the Expiration Date will be eligible to receive an amount, paid in cash, equal to the Total Consideration less the $40 Early Tender Payment per $1,000 principal amount of Old Notes tendered (the “Tender Consideration”). Tenders of Old Notes may be withdrawn at any time before the Early Tender Deadline, but not thereafter, unless Visteon reduces either the principal amount of the Old Notes subject to the tender offer or the Total Consideration or withdrawals are otherwise required by law to be permitted.

Prior to launching the tender offer, Visteon had discussions with Eligible Holders of approximately $201 million in aggregate principal amount of the Old Notes regarding the proposed terms and conditions of the tender offer and the offering of New Notes. Based on such discussions, Visteon believes that such holders intend to tender all of their Old Notes pursuant to the terms of the tender offer and purchase the required amount of New Notes. Eligible Holders whose Old Notes are accepted for payment in the tender offer shall receive accrued and unpaid interest in respect of such purchased notes from the last interest payment date to, but not including, the settlement date for the tender offer and the offering of New Notes, which is expected to be June 18, 2008, unless the tender offer is extended by Visteon, assuming all conditions to the tender offer have been satisfied or waived. In the event of an over-subscription of the tender offer, Old Notes tendered on or prior to the Expiration Date will be subject to proration.

Visteon’s obligation to accept for payment and to pay for Old Notes validly tendered and not withdrawn pursuant to the tender offer is conditioned upon (a) the tender of no less than $300 million in aggregate principal amount of Old Notes, (b) the consummation of the concurrent offering of New Notes to the Eligible Holders and the satisfaction by each Eligible Holder tendering Old Notes of such Eligible Holder’s obligation to purchase its applicable amount of New Notes in the concurrent note offering, and (c) satisfaction of certain general conditions.

The New Notes will be senior unsecured obligations of Visteon Corporation and will be guaranteed by certain of its U.S. subsidiaries. The New Notes will mature on Dec. 31, 2016, and will bear interest at a rate per annum equal to 12.25 percent. The New Notes will include a put option pursuant to which a holder can require Visteon to repurchase all or a portion of such holder’s New Notes on Dec. 31, 2013 at 100 percent of the principal amount thereof plus accrued and unpaid interest to such date. All or a portion of the New Notes can be redeemed by Visteon (a) prior to Dec. 31, 2013, at par plus a make-whole premium and (b) on or after Dec. 31, 2013, at specified redemption prices, plus in each case accrued and unpaid interest, including, if applicable, liquidated damages on the principal amount of New Notes being redeemed.
The New Notes have not been and will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This press release does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities. The tender offer and the offering of New Notes is being made only pursuant to an offer to purchase, an offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

Visteon Corporation is a leading global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. With corporate offices in Van Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen, Germany; the company has facilities in 26 countries and employs approximately 40,000 people.

international car part leaders start on china market

international car part leaders speed up on china market

in last few years,china auto industry has developed rapidly.the requirement of the whole car manufacturer grow.100s millions market of car maintainance and auto refitting. all these things make car part leaders eager to engage in china car part market

DENSO as the second biggest car part manufacturer of the world unfortunately is known queit few. a lot of people in china still think they only made spark plug. also that is a great product but DENSO is definetly not just that. at last fical year sale of DENSO is 1.49 billion dollar.
DENSO is still searching for their partner in china

Mahle auto part facing the same kind of problem also it is known as the biggest piston manufacturer,but it still known little by chinese
Mahle and bosch  joint venture a new company to develop china market  at apr 2008

at 2007 Mahle sales 1.1 billion RMB in china increase 140% compare to 2006

Why EGT(exhaust gas temperature) is Important

Diesel engines are not indestructible. Aside from running a diesel without oil, or filling the fuel tank with gasoline instead of diesel fuel, few things will damage or kill a diesel engine faster than excessive exhaust gas temperature (EGT), yet strangely enough, no diesel pickups or motorhomes come equipped with a pyrometer as standard equipment to monitor EGT. During normal operation of such vehicles, EGTs usually stay within safe limits, but situations can occur where the EGT gets too high, doing serious engine damage without any warning to the driver. A pyrometer that displays a diesel’s EGT can warn the driver of dangerous conditions before such damage occurs. That’s probably why the Banks DynaFact pyrometer is one of the most popular items we sell, and why a DynaFact pyrometer is included as part of many of our power systems.

A pyrometer is a temperature gauge designed to measure high temperatures above those measurable with an ordinary thermometer. It consists of a temperature-sensing probe (thermocouple) that is placed in the area, or flow, to be measured. The probe is connected to a gauge, which is located a safe distance away from the high temperature source. On a diesel, this means the pyrometer sensing probe is mounted in the exhaust manifold or immediately after the turbine outlet of the turbocharger, and the gauge is mounted in the driver’s compartment. The purpose is to measure and display EGT in degrees Fahrenheit (F.). Where the probe is positioned before the turbine section of the turbocharger, the EGT may also be called the turbine inlet temperature. As you would expect, EGT measured after the turbo is called turbine outlet temperature.

We might mention that some mechanics fear installing the pyrometer thermocouple in the exhaust manifold for fear the probe will break or burn off and blow into the turbocharger. Such a piece of foreign material entering the turbine would cause serious damage that could in turn break the compressor wheel of the turbo, sending broken pieces into the intake system of the engine where even more damage could occur. While the above scenario is scary, it is also unlikely. Today’s quality pyrometers feature thermocouples that are sheathed in stainless steel to prevent just such an occurrence. It is exceedingly rare to find a diesel mechanic that can honestly say he’s ever seen a thermocouple that has failed and fallen into the turbo on a diesel pickup or motorhome. It just doesn’t happen with a good pyrometer.

Whether the pyrometer thermocouple is mounted before or after the turbine is usually a matter of finding a suitable mounting location, or of convenience. It should be noted that when the EGT is measured after the turbine, the turbine outlet temperature at full throttle or under a heavy load typically would be 200º to 300º F. lower than the EGT measured in the exhaust manifold. The temperature drop after the turbo indicates the amount of heat energy in the total exhaust gas flow that was used to drive the turbocharger. The temperature drop through the turbine is also related to the total flow and speed of the flow through the turbo. At part throttle, under light load, such as cruise conditions, the turbine outlet EGT may be as much as 500º F. lower than the turbine inlet temperature, but the total exhaust flow is much less than at full throttle. At high turbine speeds (under heavy load) the exhaust gases simply don’t have time to give up as much heat energy as they speed through the turbine. This variance is why installation of the thermocouple in the exhaust manifold is considered more accurate. The EGTs discussed in the remainder of this article will all be turbine inlet temperatures.

At Banks, we recommend the installation of a quality pyrometer on any turbo-diesel vehicle. It’s an inexpensive upgrade that allows the driver to keep his engine out of EGT trouble, and it can even be a guide to optimum fuel economy, but more on that later. For more information on the Banks pyrometer, see Banks DynaFact Gauges.

So why is EGT important? EGT is an indication of how hot the combustion process is in the cylinders, and the amount of “afterburning” that is occurring in the exhaust manifold. EGT is also directly related to the air/fuel ratio. The richer the air/fuel ratio in a diesel, the higher the EGT will be. Two things can create a rich mixture under heavy loads or at full throttle: the first is too much fuel, and the second is not enough air. That seems simple enough, but it’s the second part, not enough air, that could get a stock, unmodified truck or motorhome in trouble. Anything that restricts intake airflow, or intake air density, limits the air mass that gets to the cylinders. Think of it as the amount of oxygen getting to the cylinders to support the combustion of fuel. This could include: a dirty or restrictive air cleaner, a partially blocked air intake, high outside air temperature, high altitude, restricted airflow to or through the radiator or intercooler, and high water temperature. The vehicle’s water temperature gauge will provide a warning of a cooling system problem, but the other problems aren’t likely to be noticed without a pyrometer unless the driver notices excessive exhaust smoke. A pyrometer also reacts more quickly than the water temperature gauge, so it allows the driver to spot a problem sooner and avoid engine damage. A restrictive exhaust system can also reduce the airflow through the engine, resulting in a rich condition. Any of the above conditions can result in excessive EGT if the vehicle is working hard, such as pulling a heavy load, running at sustained high speed, subjected to climbing a long grade, etc.

We’ve already mentioned that excessive EGT can cause engine damage or turbocharger damage, but let’s get more specific. Which parts will fail first is a matter of the design and materials used in the various parts of the turbo-diesel, but usually it starts with the turbocharger. Under sustained excessive EGT, the square corners at the outer ends of the vanes, where the material is thinnest on the turbine wheel, can become incandescent and then melt, resulting in a rounding off of the square corners. If you or your mechanic finds this indication before anything more serious happens, consider yourself very lucky, because shortly after the tips melt, the turbine wheel goes out of balance and wipes out the turbocharger bearings, which may or may not result in shaft failure and destruction of the turbine and compressor wheels. Excessive EGT can also erode or crack the turbine housing. In extreme cases, high EGT can drive the turbocharger into an overspeed condition that exceeds the designed operating speed due to the additional heat energy. When this happens, either the turbine wheel or the compressor wheel may burst. If the turbo doesn’t go first, excessive EGT, if sustained, will damage the pistons. Such damage can include piston deformation, melting, burning, holes, cracking, etc. This damage is cumulative, so if you slightly burn a piston top, the engine may continue to run without problems, but the next time you run excessive EGT more damage may be done, and so on, until failure occurs. Piston failure can be catastrophic — that means very expensive. At a minimum, an engine overhaul will be required, and that too is expensive. Excessive EGT can also cause exhaust manifold and cylinder head cracking. Exhaust valves can fail from high EGT as well. Among the first engine parts to suffer damage will be those made of aluminum since aluminum has a lower softening and melting temperature than steel or cast iron. Diesel pistons are aluminum, and a growing number of diesels also use aluminum cylinder heads.

We mentioned earlier that excessive EGTs are due to a rich air/fuel mixture, which can be caused by too much fuel. Too much fuel is typically the result of modifying a turbo-diesel for more power. Not all diesels are modified for speed or maximum pulling power; some diesels are modified for better towing and passing performance. There are many products on the market that claim to increase diesel power, but almost all of them increase fuel delivery at full power with little regard for EGT. It is superior engineering, extensive testing, and calibrated fuel management that set the Banks power systems apart. Banks systems, from Git-Kits through the top-of-the-line PowerPacks, are designed and built to avoid excessive EGT. Banks Power systems are engineered to give the best value in power and reliability.

So the big question is, what constitutes excessive EGT? If everything is working properly, 1250º to 1300º F. is a safe turbine inlet temperature, even for sustained running, mile after mile. Above 1300º F. things can start to get edgy. Remember, excessive EGT damage is cumulative. Over 1400º F., you’re usually gambling against a stacked deck and it’s only a matter of time until you lose. The higher the EGT, the shorter that time will be.

There are some exceptions to the above EGT limits if the driver is willing to trade off some risk of engine damage for brief spurts of maximum power or performance, such as for a quick burst of acceleration, a drag racing contest, or even a truck pull event. To fulfill that need, Banks has developed the Big Hoss line and the Six-Gun Diesel Tuner line, with the optional Speed-Loader. These racing products allow operation at EGTs above 1300 degrees, but unlike the makers of competitive diesel tuner boxes who place no limits on excessive EGT, Banks still builds in limits with the Speed-Loader, and adjustable EGT stops for the 7.3 L Ford PS Six-Gun system. The Six-Gun and Speed-Loader products are not intended for use on motorhomes or pickups towing trailers. For the owner of a diesel motorhome or a pickup used to pull a trailer, it’s always better to play it safe and adhere to the 1300° limit, and Banks power systems for these vehicles deliver such safe performance.

As we pointed out earlier, high EGTs are the result of too much fuel for the available air. If you see EGTs climbing over 1300º F., the fastest way to reduce the amount of fuel going to the engine is to back off the accelerator pedal. Another possible solution is to downshift if your speed permits it. For example, while the engine might be capable of producing enough power to pull the load in fifth gear at high EGTs, running in fourth gear at lower EGTs is definitely easier on the engine as long as the engine’s RPM red line is not exceeded.

Excessively high EGTs mean over-fueling, so “driving by the pyrometer” to keep EGTs in the safe zone can actually improve fuel economy. Some drivers swear by this procedure. This is true even when the EGT are below the danger point. Of course, driving by the pyrometer can be a nuisance, and it takes away from the driver’s full attention to the road. Still other driver’s aren’t technically astute or don’t fully understand the dynamics of what we’ve just discussed. In addition, some drivers just don’t want to be bothered. That brings us back to Banks power system engineering. All the Banks systems (excluding Banks racing products, see Racing the Diesel elsewhere on this site) are engineered to first improve the airflow capability of the engine. By increasing the airflow of the diesel, then fuel can be added in a precisely calibrated manner to increase power while maintaining an acceptable air/fuel ratio that doesn’t create excessive EGT. All power systems for ‘94-04 Ford Power Strokes, ‘94-04 Dodge/Cummins 5.9L turbo-diesels, and ‘93-02 Cummins 5.9L and 8.3L motorhome turbo-diesels feature the Banks OttoMind fuel calibration system to correctly add fuel to match increased airflow in such a manner as to keep peak EGT below 1300º F. Every power system has its own specifically calibrated OttoMind for the power level of the system on that particular vehicle. The calibration is engineered to coincide with the engine manufacturer’s EGT recommendation and Banks’ extensive testing. Power systems for the ‘98-04 Dodge/Cummins 24-valve 5.9L pickups, and ‘98-02 Cummins 5.9L ISB and 8.3L ISC motorhomes get the added benefit of Banks exclusive TLC2 (temperature limiting control), which is built into the OttoMind. TLC2 monitors the EGT and automatically reduces the amount of fuel added by the OttoMind to keep the EGT from exceeding 1300º F. The TLC2 feature is not available for the Ford Power Strokes since it is not compatible with the Ford computer electronics.

So far, we’ve been talking about peak sustained EGTs at full power or under a heavy load, and certainly EGT needs to be kept within limits for engine and turbocharger reliability. At all other times, the EGT of a turbo-diesel will be lower, usually below 1000º F., and sometimes much lower. Such low EGTs pose no threat. In fact, the lower the EGT for a given speed and load, the more efficiently the engine is running. Most owners will note a reduction in EGT at cruising speeds after installing a Banks power system on their turbo-diesels, and that’s good news.

Beat the Price at the Pump, Run Your Car on Water Today

We have all seen the dramatic rise in gas prices in recent times with a bleak outlook in the future. Wouldn’t it be nice if there was a way we could save a substantial amount of money on gas beginning today? There is and it’s done with a little help from water.

Are you aware that there is technology out that allows your car to run on both gas and water? The technology is here and it can help you cut down on your gas bill every week. The technology can be used to turn your existing car into a hybrid and help you begin to save money almost instantly.

Before I go on, I’m not saying you will have to build a car from scratch that will run on water and gas. What I’m getting at is constructing a device that will allow your car to utilize both water and gas. This unique device will work on almost all cars and trucks an most years.

Getting to the point, the technology involves making a device that utilizes your cars battery for a power source. This technology works by separating water into a gas called HHO. HHO is know as Hydrogen Oxygen and can be used to burn very efficiently in your car.

By using this technology you can literally save over $1,000 a year as a sole driver. The more drivers you have, the more you will save. If by chance you have a business with many vehicles, let’s just say 50, you would be looking at a savings of over 50 thousand dollars a year!

Learning how to run your car on water can be a great alternative to paying high gas prices. Lowering your gas bill is not the only benefit though. With this technology, it allows your car to emit less co2 and thus benefits the environment. With all the talk about global warming these days you can feel good about doing your part. So, this is a win win situation. You save gas money and help preserve the environment for future generations.

So, are you now interested in running your car on water? Good, I thought you would be. If you decide to make this one minute investment, it may just be the best one you make all year. You’ll be saving gas money so you can purchase the things you want instead of gas and you’ll be lowering co2 build up in the atmosphere. Now all there is to be done is get started on turning your car into a hybrid today.