VISTEON CORPORATION (NYSE:VC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On March24, 2017, Visteon Corporation (the Company) entered into
Amendment No.2 (the Amendment) to its credit agreement, dated as
of April9, 2014 (the Existing Credit Agreement; and the Existing
Credit Agreement, as amended by the Amendment, the Credit
Agreement) with Citibank, N.A., as administrative agent, the
guarantors party thereto and certain lenders party thereto. The
Amendment, among other things, provides for (i)the replacement
and extension of the existing revolving credit facility with a
new revolving credit facility (the Refinancing Revolving Facility
and any loans made thereto, New Revolving Credit Loans) in an
aggregate principal amount of $300,000,000, (ii) the replacement
and extension of the initial term facility with a new term
facility (the Refinancing Term Facility and, together with the
Refinancing Revolving Facility, the Refinancing Facilities; any
loans made to the Refinancing Term Facility, New Term Loans) in
an aggregate principal amount of $350,000,000, and (iii)certain
other modifications to the Existing Credit Agreement as described
below and therein.
At the Companys option, loans under the Refinancing Facilities
may be maintained from time to time at an interest rate equal to
the applicable domestic rate (Base Rate) or the LIBOR-based rate
(Eurodollar Rate). The Base Rate shall be a fluctuating rate per
annum equal to the highest of (i)the rate equal to the weighted
average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds
brokers, as published by the Federal Reserve Bank of New York on
the following Business Day, plus 0.50%; (ii) the rate established
by the Administrative Agent as its prime rate at its principal
U.S. office and (iii)the Eurodollar Rate (which, for the purposes
of establishing the Base Rate, shall not be less than 0.00%) plus
1%. The Eurodollar Rate shall be equal to the quotient obtained
by dividing (a)the ICE Benchmark Administration Limited LIBOR
Rate by (b)the difference between 1.00 and the reserve percentage
under regulations issued from time to time by the Board of
Governors of the Federal Reserve System of the United States for
determining the maximum reserve requirement with respect to
Eurocurrency funding.
Up to $75,000,000 of the Refinancing Revolving Facility is
available for the issuance of letters of credit, and any such
issuance of letters of credit will reduce the amount available
for New Revolving Credit Loans. Up to $20,000,000 of the
Refinancing Revolving Facility is available for swing line
advances, and any such swing line advances will reduce the amount
available for New Revolving Credit Loans. The Company may request
increases in the limits under the Refinancing Facilities and may
request the addition of one or more term loan facilities under
the Credit Agreement.
The Refinancing Term Facility shall mature on March24, 2024 (the
Refinancing Term Facility Maturity Date), and the Refinancing
Revolving Facility shall mature on March24, 2022 (the Refinancing
Revolving Facility Maturity Date). New Term Loans are due and
payable in full on the Refinancing Term Facility Maturity Date.
New Revolving Credit Loans are due and payable in full on the
Refinancing Revolving Facility Maturity Date. Outstanding
borrowings are prepayable without penalty (other than borrowings
made for the purpose of reducing the effective interest rate
margin or weighted average yield of the loans) in $100,000
increments over $500,000 for loans maintained under the Base Rate
and in $250,000 increments over $1,000,000 for loans maintained
under the Eurodollar Rate. Outstanding borrowings of New Term
Loans prepaid prior to September24, 2017 are subject to a
prepayment premium in the amount of 1% of the principal prepaid.
There are mandatory prepayments of principal in connection with:
(i)excess cash flow sweeps (in the
amount of 50%, with step downs to 25% and 0% of the excess cash
flow, depending on the then-applicable total net leverage ratio),
(ii) certain asset sales or other dispositions (including as a
result of casualty or condemnation), (iii) certain refinancings
of indebtedness and (iv)overadvances under the Refinancing
Revolving Facility.
The Credit Agreement requires the Company and its subsidiaries to
comply with customary affirmative and negative covenants,
including a financial covenant for the benefit of the lenders
under the Refinancing Revolving Credit Facility, and contains
customary events of default. to such financial covenant, the
Company is not to permit the total net leverage ratio as of the
last day of a test period to exceed 3:00:1:00, subject to certain
exceptions.
All obligations under the Credit Agreement and obligations in
respect of certain cash management services and swap agreements
with the lenders and their affiliates are (i)unconditionally
guaranteed by certain of the Companys subsidiaries and
(ii)secured by a first-priority perfected lien (subject to
certain exceptions) in substantially all of the property of the
Company and the subsidiaries party to the security documents,
subject to certain limitations.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Amendment, a copy of which is attached as
Exhibit 10.1 and is incorporated herein by reference.
SECTION 2 FINANCIAL INFORMATION
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report on
Form 8-K is hereby incorporated into this Item 2.03 by reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
| Item9.01. | Financial Statements and Exhibits. |
|
Exhibit No. |
Description |
|
| 10.1 |
Amendment No.2 to Credit Agreement, dated as of March24, 2017, by and among Visteon Corporation, the guarantors party thereto, each lender party thereto and Citibank, N.A., as administrative agent. |
About VISTEON CORPORATION (NYSE:VC)
Visteon Corporation is a global automotive supplier that designs, engineers and manufactures products for original equipment vehicle manufacturer (OEM) across the world, including Ford, Nissan, Renault, Mazda, BMW, General Motors and Honda. The Company’s segments include Electronics, which provides vehicle cockpit electronics products to customers, including audio systems, information displays, instrument clusters, head up displays, infotainment systems and telematics solutions, and Other, which includes entities located in Europe. Other also includes entities in South America and South Africa. The Company designs and manufacturers vehicle cockpit electronics components, modules and systems. The Company offers a range of audio products, including audio head units, amplifiers and analog and digital radios. The Company offers a full line of instrument clusters, from standard analog gauge clusters to high-resolution, fully configurable, display-based devices. VISTEON CORPORATION (NYSE:VC) Recent Trading Information
VISTEON CORPORATION (NYSE:VC) closed its last trading session down -0.14 at 95.59 with 299,784 shares trading hands.