VISTEON CORPORATION (NYSE:VC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On February27, 2017 Visteon Corporation (the Company) entered
into a Master Confirmation (the Master Confirmation) and a
Supplemental Confirmation (the Supplemental Confirmation; and
together with the Master Confirmation, the ASB Agreement) with
UBS AG, London Branch (the Counterparty) to purchase shares of
its common stock for an initial payment of $125 million (the
Prepayment Amount). The ASB Agreement was entered into as part of
the Companys previously announced share repurchase authorization.
Under the terms of the ASB Agreement, on March2, 2017, the
Company will pay the Prepayment Amount to the Counterparty and is
expected to receive on or about March2, 2017 an initial delivery
of approximately 1million shares of the Companys common stock,
which is approximately 80% of the total number of shares of the
Companys common stock expected to be repurchased under the ASB
Agreement based on the closing price of the Companys common stock
on February24, 2017. The final number of shares to be repurchased
will be based on the average of the daily volume-weighted average
prices of the Companys common stock during the term of the
transaction, less an agreed discount and subject to adjustments
to the terms and conditions of the ASR Agreement. At settlement,
under certain circumstances, the Counterparty may be required to
deliver additional shares of common stock to the Company, or
under certain circumstances, the Company may be required to
deliver shares of common stock or to make a cash payment, at its
election, to the Counterparty. The final settlement of the
transaction under the ASB Agreement is expected to occur by May8,
2017 but may be accelerated at the option of the Counterparty on
or after April10, 2017.
The foregoing description of the ASB Agreement is qualified in
its entirety by reference to the Master Confirmation and the
Supplemental Confirmation, which are filed herewith as
Exhibits10.1 and 10.2, respectively, and are incorporated by
reference herein.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 |
Master Confirmation, dated as of February27, 2017, between Visteon Corporation and UBS AG, London Branch. |
|
| 10.2 |
Supplemental Confirmation, dated February 27, 2017, between Visteon Corporation and UBS AG, London Branch. |
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 up +0.58 at 94.74 with 347,310 shares trading hands.
