Visteon details share, warrant issuance under rights offering sub plan

By Caroline Salls

Pittsburgh, Sept. 28 - Visteon Corp. is looking to complete a rights offering sub plan to raise up to $1.25 billion in new equity capital, $500 million in funded, secured debt and a $200 million asset-based secured revolving credit facility, according to a company news release.

The company said it expects to emerge from Chapter 11 bankruptcy in early October. As previously reported, Visteon's plan of reorganization was confirmed on Aug. 31 by the U.S. Bankruptcy Court for the District of Delaware.

Under the rights offering sub plan:

• The company expects to deliver 0.007834 shares of new common stock to existing common stockholders per share of old common stock.

Under the terms of Visteon's reorganization plan, no fractional shares of new common stock will be issued, and no payment in-lieu of fractional shares will be made to holders of old common stock;

• The company expects to deliver 0.012115 five-year warrants to purchase new common stock to holders of previously outstanding common stock at an exercise price of $58.80 per share for each share of our old common stock;

• Visteon expects to deliver 2.5 million shares of new common stock to holders of its 7% senior notes due 2014, 8¼% senior notes due 2010 and 12¼% senior notes due 2016; and

• The company expects to deliver a total of 2.36 million 10-year warrants to purchase new common stock at an exercise price of $9.66 per share to holders of the 12¼% senior notes.

Under the plan, all shares of old common stock outstanding on the effective date and all of the 7%, 8¼% and 12¼% senior notes outstanding on the effective date will be cancelled.

In addition, Visteon said it expects to issue 1.67 million shares of new common stock to some officers, directors and employees under the plan as grants of restricted stock under the Visteon Corp. 2010 Incentive Plan.

One-sixth of these shares will vest 21 days after the effective date, one-sixth will vest on the first anniversary of the effective date, one-third will vest on the second anniversary of the effective date, and one-third will vest on the third anniversary of the effective date.

If the rights offering sub plan is completed the company said it will also issue 45.15 million shares of new common stock to investors in a private offering.

As a result, Visteon expects to issue a total of up to 50.33 million shares, excluding any shares issued upon the exercise of warrants, at least 45.15 million of which will be restricted securities.

Visteon, a Van Buren Township, Mich., global automotive supplier, filed for bankruptcy on May 28, 2009. Its Chapter 11 case number is 09-11786.

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