Visteon announces results for tender offer and pricing of new issue

VAN BUREN TOWNSHIP, Mich., June 17, 2008 – Visteon Corporation (“Visteon”) (NYSE: VC) today announced the expiration of its previously announced tender offer (the “Tender Offer”) for up to $344,000,000 in aggregate principal amount of its 8.25 percent notes due August 2010 (“Old Notes”) and contemporaneous pricing of $206,386,000 in aggregate principal amount of new 12.25 percent senior notes due 2016 (“New Notes”). Visteon received tenders through the Automated Tender Offer Program (“ATOP”) from Eligible Holders (as defined below) of approximately 77.10 percent or $424,029,000 (“ATOP Tenders”) of the $550,000,000 of the aggregate principal amount of its 8.25 percent Senior Notes due 2010 (the “Old Notes”) as of 11:59 p.m., New York City time, on Monday, June 16, 2008 (“Expiration Date”). The Tender Offer was made upon the terms and subject to conditions set forth in the offer to purchase and the related letter of transmittal, each dated May 19, 2008. Pursuant to the terms and conditions set forth therein, in addition to tendering through ATOP, each Eligible Holder was required to send a validly completed and executed letter of transmittal to the Depositary.

The New Notes are senior unsecured obligations of Visteon Corporation and will be guaranteed by certain of its U.S. subsidiaries. The New Notes mature on Dec. 31, 2016, and will bear interest at a rate per annum equal to 12.25 percent. The New Notes 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 notes were issued at a price of 91.621 to yield 14.50 percent.

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.

Visteon has satisfied all of the conditions to the Tender Offer and has accepted for purchase Old Notes on a pro rata basis with a pro ration factor of approximately 81.14 percent. Visteon has made the corresponding reductions to the amount of New Notes required to be purchased by each Eligible Holder in accordance with the terms of the offer to purchase. The settlement date for both the Tender Offer and the offering of the New Notes is expected to be Wednesday, June 18, 2008. 

As noted previously, each Eligible Holder who tendered Old Notes in the Tender Offer was required, as a condition to such Eligible Holder’s participation in the Tender Offer, to purchase a principal amount of Visteon’s New Notes equal to 60 percent of the aggregate principal amount of Old Notes purchased from such Eligible Holder pursuant to the Tender Offer. The Tender Offer and offering of New Notes were 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 validly withdrawn prior to Early Tender Deadline is $978.30 (”Total Consideration”), which includes an early tender payment of $40 per $1,000 principal amount of Old Notes tendered. Only Eligible Holders who validly tendered and did not validly withdraw Old Notes and committed to purchase the applicable amount of New Notes on or prior to Early Tender Deadline are eligible to receive the Total Consideration for such Notes purchased in the Tender Offer. Eligible Holders who validly tendered their Old Notes and committed 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.

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 were 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 was permitted under applicable law

Visteon discusses alternative refrigerant options at SAE symposium

VAN BUREN TOWNSHIP, Mich., June 9, 2008 – Visteon Corporation (NYSE: VC), an industry leader in alternative refrigerants, has been chosen to present its expertise at the 2008 SAE Automotive Alternate Refrigerant Systems Symposium, June 9-12 in Scottsdale, Ariz.

As emissions from man-made greenhouse gasses (GHG) and their effect on the environment are a continued concern, the mobile air conditioning industry is investigating methods to reduce GHG emissions. The ninth SAE 2008 Alternate Refrigerant Systems Symposium is a forum at which companies like Visteon will to delve deeper into the issue.

Visteon is committed to developing safe and reliable climate control system and component solutions for the global automotive market. Visteon is committed to investigating the impact of new potential refrigerant alternatives and developing solutions for performance optimization. For example, at the 2006 conference, Visteon demonstrated two drivable vehicles – one using an R744-based air conditioning system and the other using Fluid H. Visteon’s most recent generation R744 system consumes less incremental fuel for A/C operation compared to conventional state-of-the-art R-134a systems.

As part of Visteon’s continuing alternative refrigerant systems development, Dr. John Meyer, a Visteon climate control technical fellow, will present a discussion on system enhancements for the use of HFO-R1234yf. The presentation is on Tuesday, June 10.

Dr. Meyer will discuss the refrigerant properties of R1234yf and resulting technologies and strategies to optimize system performance. R1234yf is being put forward as a possible near drop-in replacement for R-134a, the predominate refrigerant used in today’s mobile air conditioning systems. Dr. Meyer will present enhancement options that allow the R1234yf system performance to match that of R134a.  R1234yf has a global warming potential (GWP) rating of four, compared to a GWP of 1300 for R-134a, allowing it to meet the European legislation with the GWP limit of 150 (affects new vehicle types brought into the market as of 2011).

“As a global automotive supplier, Visteon has in-depth climate systems expertise and broad development capabilities enabling the company to supply components and system solutions for either R744 or R1234yf,” explains Joy Greenway, vice president of Visteon climate controls. “It’s a privilege to share our expertise at industry forums as important as this.”

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.

visteon Visteon announces results to date for tender offer

VAN BUREN TOWNSHIP, Mich., June 3, 2008 – Visteon Corporation (“Visteon”) (NYSE: VC) today announced that it received tenders from Eligible Holders (as defined below) of 77.02 percent or $423,624,000 of the $550,000,000 of the aggregate principal amount of its 8.25 percent Senior Notes due 2010 (the “Old Notes”) as of 5 p.m., New York City time, on Monday, June 2, 2008 (“Early Tender Deadline”), in connection with its previously announced tender offer for up to $344,000,000 in aggregate principal amount of Old Notes (the “Tender Offer”). As of the Early Tender Deadline, subject to certain exceptions, withdrawal rights have terminated.

The Tender Offer remains open for the tender of Old Notes not previously tendered and is scheduled to expire at 11:59 p.m., New York City time, on June 16, 2008, unless extended.

The Tender Offer is being made upon the terms and subject to conditions set forth in the offer to purchase and the related letter of transmittal, each dated May 19, 2008.

As noted previously, each Eligible Holder 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 validly withdrawn prior to Early Tender Deadline is $978.30 (”Total Consideration”), which includes an early tender payment of $40 per $1,000 principal amount of Old Notes tendered. Only Eligible Holders who validly tendered and did not validly withdraw Old Notes and committed to purchase the applicable amount of New Notes on or prior to Early Tender Deadline are eligible to receive the Total Consideration for such Notes purchased in the Tender Offer. 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”). In the event of an over-subscription of the Tender Offer, the Company will allocate acceptances on a pro rata basis and make corresponding reductions to the amount of New Notes to be purchased by each Eligible Holder in accordance with the terms of the offer to purchase.
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 $300,000,000 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 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 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.