Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
VC > SEC Filings for VC > Form 8-K on 16-Aug-2013All Recent SEC Filings

Show all filings for VISTEON CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VISTEON CORP


16-Aug-2013

Entry into a Material Definitive Agreement, Other Events, Financial Statements and E


Item 1.01. Entry into a Material Definitive Agreement.

On August 12, 2013, VIHI, LLC ("VIHI"), a wholly owned subsidiary of Visteon Corporation (together with VIHI, "Visteon"), Huayu Automotive Systems Company Limited ("HASCO"), Yanfeng Visteon Automotive Trim Systems Co., Ltd. ("YFV") and Yanfeng Visteon Automotive Electronics Co., Ltd. ("YFVE") entered into a Master Agreement (the "Master Agreement"), pursuant to which, among other things, Visteon and HASCO have agreed to modify their existing interests in automobile interiors and electronics joint ventures in the People's Republic of China, including YFV and YFVE.

Pursuant to the Master Agreement, among other transactions, (i) Visteon has agreed to sell, and HASCO has agreed to purchase, Visteon's fifty percent (50%) interest in YFV in exchange for the payment of US$928.4 million (and as a result YFV will become a wholly owned subsidiary of HASCO), and (ii) Visteon has agreed to sell, and YFV has agreed to purchase, Visteon's interest in other interiors joint ventures for additional aggregate payments of US$96.41 million. In addition, Visteon has agreed to inject US$58.30 million cash into YFVE in exchange for additional equity, and as a result Visteon will obtain a fifty-one percent (51%) direct equity interest in YFVE and be in a position to consolidate YFVE's operations in Visteon Corporation's consolidated financial statements. Pursuant to the Master Agreement, YFVE will sell its interests in certain subsidiaries presently controlled by YFVE to a new holding company that will be owned fifty percent (50%) by Visteon and fifty percent (50%) by YFV. Visteon and YFV have each agreed to contribute the equivalent of approximately US$47.6 million to the holding company, and may make and guarantee loans, respectively, to the holding company to enable it to purchase these equity interests. The transactions, which are subject to customary government and regulatory approvals, are expected to be completed in multiple stages and substantially completed by June 2015.

At or around the closing of Visteon's sale of its fifty percent (50%) equity interest in YFV to HASCO (but not later than two months after the execution of the Master Agreement), the parties to the Master Agreement have agreed that YFV will distribute the equivalent of approximately US$115 million to Visteon in respect of the 2012 earnings of YFV, YFVE and certain other entities. In addition, as soon as practicable after YFV's 2013 annual audit (which is expected to be in March of 2014) YFV has agreed to distribute US$69 million to Visteon in respect of YFV's 2013 earnings, with such amount subject to potential increase in accordance with an agreed formula if Visteon's sale of its fifty percent (50%) equity interest in YFV is delayed beyond October 21, 2013. Pursuant to a side agreement to the Master Agreement (the "Side Agreement"), Visteon, HASCO and YFVE have agreed that, if for any legal or regulatory reason it is not feasible for YFV to pay the dividend in respect of 2013 earnings at the time set forth in the Master Agreement, the payment of the dividend will be accelerated and the payment of US$69 million of the purchase price for the YFV equity will be deferred. Pursuant to the Master Agreement, Visteon is also entitled to an additional US$14 million distribution on each of June 30, 2014 and June 30, 2015 in respect of the earnings of an interiors entity whose equity interests Visteon has agreed to transfer to YFV.

The closing of each of the transactions contemplated by the Master Agreement is conditioned on the receipt of required approvals from appropriate governmental authorities (including the appropriate governmental authorities in the People's Republic of China), the material accuracy of the parties' representations and warranties and the material performance of covenants. In addition, the closing of most of the transactions contemplated by the Master Agreement is conditioned on the closing of Visteon's sale of its fifty percent (50%) equity interest in YFV to HASCO, but Visteon's injection of cash into YFVE in exchange for additional equity is not so conditioned.

The foregoing descriptions of the Master Agreement and the Side Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. Copies of the Master Agreement and the Side Agreement are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.




Item 8.01. Other Events.

On August 12, 2013, Visteon issued a press release announcing that it had entered into the Master Agreement. The press release, filed as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

Exhibit No.                                  Description

10.1              Master Agreement, dated as of August 12, 2013, by and among VIHI,
                  LLC, Huayu Automotive Systems Company Limited, Yanfeng Visteon
                  Automotive Trim Systems Co., Ltd. and Yanfeng Visteon Automotive
                  Electronics Co., Ltd.

10.2              Side Agreement, dated as of August 12, 2013, by and among VIHI,
                  LLC, Huayu Automotive Systems Company Limited, Yanfeng Visteon
                  Automotive Trim Systems Co., Ltd.

99.1              Press release dated August 12, 2013


  Add VC to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for VC - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.