Current Report Filing (8-k)

 

 

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) July 1, 2014

 

 

VISTEON CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-15827		38-3519512
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

One Village Center Drive, Van Buren Township, Michigan		48111
(Address of principal executive offices)		(Zip Code)

Registrant’s 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:

 

¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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SECTION 2 – FINANCIAL INFORMATION

Item 2.01. Completion of Acquisition or Disposition of Assets.

As of July 1, 2014, Visteon Corporation (“Visteon”) completed the purchase from Johnson Controls, Inc. (“Seller”) of certain assets and equity interests, and assumption of certain liabilities, comprising substantially all of Seller’s global automotive electronics business (the “Transaction”), in exchange for the payment of $265 million in cash (subject to working capital, net cash and other adjustments), pursuant to an in accordance with the Purchase Agreement, dated as of January 12, 2014 (the “Purchase Agreement”), between Visteon and Seller.

In connection with the closing of the Transaction, Visteon and Seller have entered into certain other agreements, including a transition services agreement (pursuant to which Seller will provide Visteon with certain transition services for a specified period following the closing), a supply agreement (pursuant to which Seller will purchase certain products from Visteon and Visteon will purchase certain products from Seller), contract manufacturing agreements (pursuant to which Seller or its affiliates will provide Visteon or its affiliates with contract manufacturing services out of certain Seller facilities for an interim period of time) and a lease agreement (pursuant to which Seller will lease a portion of Seller’s facility in Holland, MI to Visteon).

The Purchase Agreement was filed as exhibit 10.1 to Visteon’s Current Report on Form 8-K filed on January 15, 2014.

SECTION 8 – OTHER EVENTS

Item 8.01. Other Events.

On July 1, 2014, Visteon issued a press release announcing that it had completed the transactions contemplated by the Purchase Agreement. The press release, filed as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

 

(b)	Pro Forma Financial Information.

The pro forma financial information required to be filed under this Item 9.01(b) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated July 1, 2014.

Forward-Looking Information

This Current Report on Form 8-K and the documents incorporated by reference into this Current Report, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various factors, risks and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements, including, but not limited to: (1) conditions within the automotive industry, including (i) the automotive vehicle production volumes and schedules of our customers, (ii) the financial condition of our customers and the effects of any restructuring or reorganization plans that may be undertaken by our customers or suppliers, including work stoppages, and (iii) possible disruptions in the supply of commodities to us or our customers due to financial distress, work stoppages, natural disasters or civil unrest; (2) our ability to satisfy future capital and liquidity requirements; including our ability to access the credit and capital markets at the times and in the amounts needed and on terms acceptable to us; our ability to comply with financial and other covenants in our credit agreements; and the continuation of acceptable supplier payment terms; (3) our ability to satisfy pension and other post-employment benefit obligations; (4) our ability to access funds generated by foreign subsidiaries and joint ventures on a timely and cost-effective basis; (5) our ability to execute on our transformational plans and cost-reduction initiatives in the amounts and on the timing contemplated; (6) general economic conditions, including changes in interest rates, currency exchange rates and fuel prices; (7) the timing and expenses related to internal restructurings, employee reductions, acquisitions or dispositions and the effect of pension and other post-employment benefit obligations; (8) increases in raw material and energy costs and our ability to offset or recover these costs, increases in our warranty, product liability and recall costs or the outcome of legal or regulatory proceedings to which we are or may become a party; and (9) those factors identified in our filings with the SEC. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our view only as of the date of this Current Report, and which we assume no obligation to update. New business wins and re-wins do not represent firm orders or firm commitments from customers, but are based on various assumptions, including the timing and duration of product launches, vehicle productions levels, customer price reductions and currency exchange rates.

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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.

 

				VISTEON CORPORATION
Date: July 3, 2014				By:		/s/ Peter M. Ziparo
						Peter M. Ziparo
						Vice President and General Counsel

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated July 1, 2014.

Exhibit 99.1

 

		NEWS RELEASE

Visteon Completes Acquisition of Electronics Business of Johnson Controls

VAN BUREN TOWNSHIP, Mich., July 1, 2014 — Visteon Corporation (NYSE:VC) today announced that it has completed the acquisition of the automotive electronics business of Johnson Controls (NYSE:JCI), creating one of the world’s three largest suppliers of vehicle cockpit electronics. The two companies announced plans for the $265 million cash transaction on Jan. 13.

The acquisition will enhance Visteon’s competitive position in the fast-growing vehicle cockpit electronics segment by strengthening its global scale, manufacturing and engineering footprint, product portfolio and customer penetration. The combined global electronics enterprise has more than $3 billion in annual revenue, with a No. 2 global position in driver information and above-average growth rates for the cockpit electronics segment, supplying nine of the world’s 10 largest vehicle manufacturers.

“This acquisition is a milestone in Visteon’s transformation, which we are confident will greatly benefit our customers, investors and new and existing employees around the world,” said Timothy D. Leuliette, Visteon CEO and president. “As a cornerstone of our value creation plan, this transaction solidifies cockpit electronics as one of Visteon’s two high-growth core growth businesses – along with vehicle thermal management systems, in which we hold the No. 2 position globally.”

Leuliette added: “Acquiring this highly regarded electronics business gives us the worldwide scale and cost efficiency to support new global programs from automakers, and elevates Visteon into the top tier of companies accelerating connected car technology. The influx of technology and talent will bolster our already strong innovation capabilities. I am pleased with the efforts of both companies to ensure a smooth transition for our customers, suppliers and the employees involved.”

Martin T. Thall, Visteon executive vice president and president, Electronics, said the acquisition marks the creation of a “major player in the automotive electronics industry.”

“This new electronics enterprise has the market position and innovation to become the leading technology company in the automotive sector,” Thall said. “We are developing solutions that combine the best technology from the fast-paced consumer electronics industry and the automotive world. We’re excited to strengthen our ability to be the automotive partner of choice – the connecting point for our customer’s mobility strategies.”

The business acquired from Johnson Controls provides automakers with driver information, infotainment, connectivity and body electronics products. The transaction involves about 5,000 employees, including approximately 1,000 engineers, electronics specialists and designers in Europe, Asia and North America. Visteon’s new electronics business has 24 manufacturing locations, eight global technical centers and about 10,500 employees worldwide.

 

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In the fiscal year ended Sept. 30, 2013, the business acquired by Visteon generated approximately $1.3 billion in revenue and about $58 million in EBITDA (earnings before interest, taxes, depreciation and amortization). This EBITDA includes a deduction of approximately $12 million for corporate allocations that will not transfer with the transaction. The transaction offers opportunities for long-term margin expansion through economies of scale, with estimated annual cost synergies reaching more than $40 million by 2017.

Advising Visteon on the transaction were Rothschild Inc. and Skadden, Arps, Slate, Meagher & Flom LLP.

About Visteon

Visteon is a global automotive supplier delivering value for vehicle manufacturers and shareholders through two high-growth core businesses: automotive cockpit electronics and thermal management. Visteon owns 70 percent of Halla Visteon Climate Control Corp., the world’s second largest provider of vehicle thermal management solutions. Visteon designs, engineers and manufactures innovative components and systems for virtually every vehicle manufacturer worldwide. With corporate offices in Van Buren Township, Mich. (U.S.); Shanghai, China; and Chelmsford, UK; Visteon has facilities in 32 countries and employs about 29,000 people. Visteon had sales of $7.4 billion in 2013. Learn more at www.visteon.com.

Follow Visteon:

 

Media Contacts:

Jim Fisher

Visteon Corporation

[phone]

[phone] – mobile

[e-mail]

Jonna Christensen

Visteon Electronics

[phone]

[e-mail]

Investor Contact:

Bob Krakowiak

[phone]

[e-mail]