Current Report Filing (8-k)
10 March 2018 - 8:33AM
Edgar (US Regulatory)
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) March 9, 2018 (March 6, 2018)
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-15827
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38-3519512
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Village Center Drive, Van Buren Township, Michigan
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48111
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 1 REGISTRANTS BUSINESS AND OPERATIONS
On March 6, 2018 Visteon Corporation (the Company) entered into an
agreement with Barclays Bank PLC (the Counterparty) to purchase $150 million of the Companys common stock via an accelerated stock repurchase transaction (the ASR Agreement). The ASR Agreement was entered into as
part of the Companys previously announced share repurchase authorization.
The information provided in Item 8.01 of this Current Report on Form
8-K
relating to the ASR Agreement is qualified in its entirety by reference to the Confirmation Re: Accelerated Stock Buyback (Uncapped), which is filed herewith as Exhibit 10.1 and incorporated by reference
herein.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01.
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Financial Statements and Exhibits.
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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.
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VISTEON CORPORATION
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Date: March 9, 2018
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By:
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/s/ Brett D. Pynnonen
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Brett D. Pynnonen
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Senior Vice President and General Counsel
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