Visteon gets majority of 7.95% note tenders

New York, March 15 - Visteon Corp. said that holders of $315.502 million principal amount of its $500 million of outstanding 7.95% notes due 2005 tendered their notes and had not withdrawn their notes prior to the now-expired March 12 early tender deadline under the company's previously announced tender offer for up to $250 million of the notes.

The company said it will select the notes to be purchased on a pro rata basis and that holders who tendered by the early tender deadline will receive the total consideration, which includes an early tender premium.

The tender offer meantime continues and will expire at 5 p.m. ET on April 2, subject to possible extension.

As previously announced, Visteon, a Dearborn, Mich.-based automotive components maker, said on March 1 that it had begun a cash tender offer for up to $250 million principal amount of its 7.95% notes due 2005.

It set 5 p.m. ET on March 12 as the early tender deadline and said the tender offer would expire at 5 p.m. ET on April 2, both subject to possible extension.

Visteon said that it would purchase a portion of the outstanding notes at a purchase price based on the yield to maturity of a specified U.S. Treasury reference security plus a fixed spread, in addition to paying accrued and unpaid interest for the period up to but excluding the settlement date of the offer.

It said holders tendering by the early tender deadline would receive the total consideration, including an early tender premium.

The company said that if the total principal amount of notes validly tendered and not properly withdrawn were to exceed $250 million, Visteon would accept notes for purchase on a pro rata basis, based on the principal amount of notes tendered. Payment for tendered notes would be made in same-day funds on the second business day after the expiration of the offer, or as soon as practicable thereafter.

The company said the tender offer would be subject to satisfaction of certain conditions, including the consummation by Visteon before the expiration of the tender offer of an offering of registered debt securities on terms and conditions satisfactory to the company, with net proceeds at least sufficient to purchase the maximum number of notes that may be tendered and accepted by Visteon under the terms of the tender offer. Visteon priced a $450 million offering of new 7% notes due 2014 on March 3.

Citigroup Global Markets Inc. (call 800 558-3745) and J.P. Morgan Securities Inc. (call 866 834-4666) will act as dealer managers for the tender offer. Global Bondholder Services Corp. is the information agent (call 212 430-3774 or 866 470-4200).

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