IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: VISTEON CORPORATION, et al., 1 Debtors. Chapter 11 Case No. 09-11786 (CSS (Jointly Administered Related Docket No. 3651 Objection Deadline: August 10, 2010 at 4:00 p.m. Hearing Date: August 17, 2010 at 10:00 a.m. NOTICE OF STIPULATION RESOLVING DEBTORS POTENTIAL OBJECTION TO PURCHASE OF COMMON STOCK BY AURELIUS CAPITAL MASTER, LTD., ACP MASTER, LTD. AND AURELIUS CONVERGENCE MASTER, LTD. TO: (a the Office of the United States Trustee; (b counsel to the ad hoc group of lenders for the Debtors senior secured term loan facility; (c counsel for the administrative agent for the Debtors senior secured term loan facility; (d counsel for the administrative agent for the Debtors revolving senior secured credit facility; (e the indenture trustee for each of the Debtors outstanding unsecured bond issuances; (f the Creditors Committee; (g counsel for Aurelius entities; and (h those persons who have requested notice pursuant to Bankruptcy Rule 2002. PLEASE TAKE NOTICE that on July 14, 2010, the debtors and debtors in possession (collectively, the Debtors, in the above-captioned cases, filed the Stipulation Resolving Debtors Potential Objection to Purchase of Common Stock by Aurelius Capital Master, Ltd., ACP Master, Ltd. and Aurelius Convergence Master, Ltd. (the Stipulation with the United 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Visteon Corporation (9512; ARS, Inc. (3590; Fairlane Holdings, Inc. (8091; GCM/Visteon Automotive Leasing Systems, LLC (4060; GCM/Visteon Automotive Systems, LLC (7103; Infinitive Speech Systems Corp. (7099; MIG-Visteon Automotive Systems, LLC (5828; SunGlas, LLC (0711; The Visteon Fund (6029; Tyler Road Investments, LLC (9284; VC Aviation Services, LLC (2712; VC Regional Assembly & Manufacturing, LLC (3058; Visteon AC Holdings Corp. (9371; Visteon Asia Holdings, Inc. (0050; Visteon Automotive Holdings, LLC (8898; Visteon Caribbean, Inc. (7397; Visteon Climate Control Systems Limited (1946; Visteon Domestic Holdings, LLC (5664; Visteon Electronics Corporation (9060; Visteon European Holdings Corporation (5152; Visteon Financial Corporation (9834; Visteon Global Technologies, Inc. (9322; Visteon Global Treasury, Inc. (5591; Visteon Holdings, LLC (8897; Visteon International Business Development, Inc. (1875; Visteon International Holdings, Inc. (4928; Visteon LA Holdings Corp. (9369; Visteon Remanufacturing Incorporated (3237; Visteon Systems, LLC (1903; Visteon Technologies, LLC (5291. The location of the Debtors corporate headquarters and the service address for all the Debtors is: One Village Center Drive, Van Buren Township, Michigan 48111. 89462-001\DOCS_DE:161826.2
States Bankruptcy Court for the District of Delaware, 824 Market Street, 3 rd Floor, Wilmington, Delaware 19801 (the Bankruptcy Court along with a proposed order approving the Stipulation (the Proposed Order under a certification of counsel [Docket No. 3651]. A copy of the Proposed Order and the Stipulation is attached hereto as Exhibit A. PLEASE TAKE FURTHER NOTICE that the Court has requested that the Debtors provide parties in interest with a copy of the Proposed Order and the Stipulation and inform parties in interest that the Court would consider the Stipulation at the August 17, 2010, 10:00 a.m. omnibus hearing. PLEASE TAKE FURTHER NOTICE that any response or objection to the relief sought in Proposed Order and the Stipulation must be filed with the Bankruptcy Court on or before August 10, 2010 at 4:00 p.m. prevailing Eastern time. PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (i counsel to the Debtors: (a Laura Davis Jones, Esq., Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17 th Floor, P.O. Box 8705, Wilmington, Delaware 19899-8705 (Courier 19801, (b James H.M. Sprayregen, P.C., Marc Kieselstein, P.C., James J. Mazza, Jr., Esq., Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654; and (c Michael C. Hammer, Esq., Kristi A. Katsma, Esq., Dickinson Wright PLLC, 301 East Liberty, Suite 500, Ann Arbor, Michigan 48104; (ii counsel to the Official Committee of Unsecured Creditors: (a Robert J. Stark, Esq., Brown Rudnick LLP, Seven Times Square, New York, New York 10036; (b Jeremy B. Coffey, Esq., Brown Rudnick LLP, One Financial Center, Boston, Massachusetts 02111; (c Howard L. Siegel, Esq., Brown Rudnick LLP, City Place I, Hartford, Connecticut 06103; and (d William P. Bowden, Esq., and Gregory A. Taylor, Esq., Ashby & Geddes, P.A., 500 Delaware Avenue, 8th Floor, Wilmington, 89462-001\DOCS_DE:161826.2 2
Delaware 19801; and (iii United States Trustee: (a Jane Leamy, Esq., United States Trustee s Office, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801. PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE RELIEF SOUGHT IN THE PROPOSED ORDER AND THE STIPULATION WILL BE HELD ON AUGUST 17, 2010 AT 10:00 A.M. PREVAILING EASTERN TIME BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, UNITED STATES BANKRUPTCY JUDGE, AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR, COURTROOM NO. 6, WILMINGTON, DELAWARE 19801. [Remainder of Page Left Intentionally Blank] 89462-001\DOCS_DE: 161826.2 3
PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF SET FORTH IN THE PROPOSED ORDER AND THE STIPULATION WITHOUT FURTHER NOTICE OR HEARING. Dated: juiyl, 2010 KIRKLAND & ELLIS LLP James H.M. Sprayregen, P.C. (IL 6190206 Marc Kieseistein, P.C. (IL 6199255 James J. Mazza, Jr. (IL 6275474 300 North LaSalle Chicago, IL 60654 Telephone: (312 862-2000 Facsimile: (312 862-2200 Email: j ames.sprayregenkirkland.com marc.kieselstein@kirkland.com james.mazza@kirkland.com -and- PACHEJLSKI STANG ZIEHL & JONES LLP L (irt Davis Jones (Bar No. 2436 Jtqs E. O Neill (Bar No. 4042 9J..9 North Market Street, 17 Floor Wilmington, DE 19899-8705 (Courier 19801 Telephone: (302 652-4100 Facsimile: (302 652-4400 Email: ljonespszj1aw.com joneillpszjlaw.com Counsel for the Debtors and Debtors in Possession 89462-001\DOCS_DE:161826.2 4
89462-001\DOCS_DE: 161826.2 Exhibit A
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 VISTEON CORPORATION, Case No. 09-11786 (CSS Debtors. Jointly Administered ORDER APPROVING STIPULATION RESOLVING DEBTORS POTENTIAL OBJECTION TO PURCHASE OF COMMON STOCK BY AURELIUS CAPITAL MASTER, LTD., ACP MASTER, LTD. AND AURELIUS CONVERGENCE MASTER, LTD. Upon the Certification of Counsel Regarding Stipulation Resolving Debtors Potential Objection to Purchase of Common Stock by Aurelius Capital Master, Ltd., ACP Master, Ltd. and Aurelius Convergence Master, Ltd. (the "Certification"; and the Court having previously entered the Final Order Establishing Notification and Hearing Procedures for Certain Transfers of Common Stock [Docket No. 3611 (the "Final Order", pursuant to which Substantial Shareholders (as defined in the Final Order are required to give notice of, among other things, intent to purchase, acquire, or accumulate Common Stock of Visteon (the "Common Stock"; and the above-captioned debtors and debtors in possession (collectively, the "Debtors" having The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Visteon Corporation (9512; ARS, Inc. (3590; Fairlane Holdings, Inc. (8091; GCMfVisteon Automotive Leasing Systems, LLC (4060; GCMlVisteon Automotive Systems, LLC (7103; Halla Climate Systems Alabama Corp. (9188; Infinitive Speech Systems Corp. (7099; MIG-Visteon Automotive Systems, LLC (5828; SunGlas, LLC (0711; The Visteon Fund (6029; Tyler Road Investments, LLC (9284; VC Aviation Services, LLC (2712; VC Regional Assembly & Manufacturing, LLC (3058; Visteon AC Holdings Corp. (9371; Visteon Asia Holdings, Inc. (0050; Visteon Automotive Holdings, LLC (8898; Visteon Caribbean, Inc. (7397; Visteon Climate Control Systems Limited (1946; Visteon Domestic Holdings, LLC (5664; Visteon Electronics Corporation (9060; Visteon European Holdings Corporation (5152; Visteon Financial Corporation (9834; Visteon Global Technologies, Inc. (9322; Visteon Global Treasury, Inc. (5591; Visteon Holdings, LLC (8897; Visteon International Business Development, Inc. (1875; Visteon International Holdings, Inc. (4928; Visteon LA Holdings Corp. (9369; Visteon Remanufacturing Incorporated (3237; Visteon Systems, LLC (1903; Visteon Technologies, LLC (5291. The location of the Debtors corporate headquarters and the service address for all the Debtors is: One Village Center Drive, Van Buren Township, Michigan 48111. ME 17269129 KL2 2658106.2
informally conveyed to Aurelius Capital Master, Ltd., ACP Master, Ltd. and Aurelius Convergence Master, Ltd. (collectively the "AURELIUS Persons" that the Debtors intended to file an objection (the Potential Objection" to the AURELIUS Persons purchase of Visteon Common Stock due to the Debtors concern that the AURELIUS Persons ownership of more than 6.4 million shares of such stock might constitute a violation of the Final Order; and the Court having jurisdiction to consider this matter pursuant to 28 U.S.C. 1334; and consideration of this matter being a core proceeding pursuant to 28 U.S.C. 157(b (2; and venue being proper pursuant to 28 U.S.C. 1408; and the Debtors and the AURELIUS Persons having filed the Certification, advising the Court that they have resolved the Potential Objection by agreement pursuant to the terms set forth in the Stipulation Resolving Debtors Potential Objection to Purchase of Common Stock by Aurelius Capital Master, Ltd., ACP Master, Ltd. and Aurelius Convergence Master, Ltd. attached hereto as Exhibit 1 (the "Stipulation"; and it appearing that approval of the Stipulation is in the best interests of the Debtors estates, their creditors, and all other parties in interest; and the Debtors having provided appropriate notice of the Stipulation to all parties in interest under the circumstances and no other or further notice need be provided; and the Court having reviewed the Stipulation and the statements in support of the relief requested therein set forth in the Certification; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Stipulation is approved. 2. The terms of the Stipulation are hereby incorporated into this Order as if set forth herein. 3. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Stipulation. K&E 17269729 KL2 2658106.2 2
4. The Court retains jurisdiction to resolve any disputes regarding the interpretation and enforcement of the Stipulation. Wilmington, Delaware Date: 2010 The Honorable Christopher S. Sontchi United States Bankruptcy Judge K&E 17269729 KL2 2658106.2 3
K&E 17269729 KU 2658106.2 Exhibit 1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. hire: Chapter 11 VISTEON CORPORATION, al., Case No. 09-11786 (CSS Debtors. Jointly Administered LTD. AND AURELIUS CONVERGENCE MASTER. LTD. Visteon Corporation ("Visteon" and its subsidiaries, as debtors and debtors in p0ssesion (collectively, the "Debtors", and Aurelius Capital Master, Ltd., ACP Master, Ltd. and Aurelius Convergence Master, Ltd. (collectively, "Aurelius", by and through their counsel, hereby stipulate as follows: RECITALS Whereas, on May 28, 2009 (the "Commencement Date", each of the Debtors filed voluntary petitions for relief under chapter 11 of title 1.1 of the United States Code (the "Bankruptcy Code" with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"; Whereas, the Debtors cases are being jointly administered; Whereas, on June 19, 2009, the Bankruptcy Court entered the Final Order Establishing Notification and Hearing Procedures for Certain Transfers of Common Stock [Docket No. 361] (the "Final Order", pursuant to which Substantial Shareholders (as defined in the Final Order For purposes of this Stipulation, where warranted by the context, Aurelius also Includes Aurelius Capital Management, LP. 1a226509s7.9
are required to give notice of, among other things, intent to purchase, acquire, or accumulate Common Stock of Visteon (the "Common Stock"; Whereas, on April 19, 2010, Aurelius Capital Management, LP and certain of its affiliates filed an SEC Form SC 13D (the "Initial 131", in which they made certain disclosures concerning their beneficial ownership, solely for SEC reporting purposes, of Visteon Common Stock; Whereas, as of the date of the filing of the Initial 13D, Aurelius Capital Master, Ltd., ACP Master, Ltd. and Aurelius Convergence Master, Ltd. (each individually an "Aurelius Person." and collectively the "AURELIUS Persons" collectively held more than 12 million shares of Visteon Common Stock; Whereas, between April 19 and May 27, 2010, the AURELIUS Persons sold certain shares of Visteon Common Stock (the "Stock Sales", as a result of which the AIJREIJUS Persons owned 6,500,898 million shares of Visteon Common Stock as Of May 27,2010; Whereas, after receiving notice of the Initial 13-D, Visteon contacted AURELIUS and informed Aurelius that Visteon was concerned that the ownership of more than 6.4 million shares of Common Stock by the entities named in the Initial 13-1 might constitute a violation of the procedures set forth in the Final Order, Whereas, AURELIUS maintains that, for purposes of the Final Order, each AURELIUS Person should be treated as a separate Beneficial Owner (consistent with the definition of Beneficial Ownership contained in the Final Order and that, even prior to the Stock Sales, no individual Aurelius Person owned more than 6.4 million shares of Visteon Common Stock; KL226SO957. 2
Whereas, the Debtors do not and cannot at this point conclude definitively whether the AURELIUS Persons should be treated as separate Beneficial Owners for the purposes of the Final Order Whereas, the Debtors believe that the question of whether the AURELIUS Persons should be treated as separate Beneficial Owners is a question best resolved by the Internal Revenue Service (the "Service"; NOW, THEREFORE, in consideration of the foregoing, the parties stipulate and agree as follows (including and incorporating the recitals set forth above, effective on the date of the entry of an order by the Bankruptcy Court approving this Stipulation: 1. Based on the representation of AURELIUS that each AURELIUS Person is a separate Beneficial Owner, the Debtors are not required to file an objection at this time asserting that Aurelius has violated the procedures set forth in the Final Order. Nothing herein shall in any way be deemed a waiver by the Debtors of their rights under the Final Order to declare the acquisition of Common Stock by AURELIUS to be null and void under the Final Order, 2. As soon as practicable, but in no event later than thirty (30 days following the date this Stipulation is approved by order of the Bankruptcy Court, Visteon will apply to the Service for a Private Letter Ruling to confirm that the AURELIUS Persons will not be treated as an "entity" within the meaning of Treasury Regulations l.382-3(a(l for purposes of determining whether Visteon experienced an owner shift involving a 5-percent shareholder under Section 382 of the Internal Revenue Code of 1986, as amended (the Visteon and AURELIUS will mutually coordinate and cooperate in preparing a request for the Ruling from the Service and in taking all reasonable actions to obtain the Ruling, and Visteon shall not KL2 2650957.9 3
withdraw the Ruling request without the consent of Aurelius. Visteon will notify AURELIUS reasonably in advance of any conference or other substantive communication with thc Service and shall take all actions reasonably necessary to permit AURELIUS and their counsel to participate in such conference or other communication. AURELIUS will provide Visteon with all reasonably requested assistance in seeking the Ruling. 3. After the Service issues a Ruling or chooses not to issue a Ruling, each of Visteon and the AURELIUS Persons reserves its rights to seek an order of the Bankruptcy Court granting such relief as it deems appropriate. Among other things, in the event that the Service (a rules unfavorably, or (b fails to issue a Ruling as a result of Visteon, after consulting with, and obtaining the consent of, the AURELIUS Persons, having withdrawn its request for a Ruling because the Service had indicated that it would otherwise have ruled that the AURELIUS Persons should be treated as an "entity" under Treasury Regulations 1.382-3(a(1 (a "negative indication!, the Aurelius Persons shall retain the right to make any arguments to the Bankruptcy Court that they could have made if the Parties had not entered into this Stipulation (other than an argument that the Ruling or negative indication by the Service is legally incorrect. 4. Nothing herein shall be interpreted to suggest that the Stock Sales violated the procedures set forth in the Final Order, or to prevent the AURELIUS Persons from selling any Common Stock after the date of this Stipulation. Any proceeds of such sales shall be subject to this Stipulation, including paragraph 3 hereof. 5. This Stipulation shall be effective as of the date it is approved by an order of the Bankruptcy Court and shall remain in effect for so long as the Final Order remains in effect, and has not been withdrawn, reversed, repealed, or amended. If any other shareholder, or other party in interest, with substantially similar facts, obtains relief from the Final Order that is ICL.226SO57.9 4
more favorable than the relief granted to the AURELIUS Persons in this Stipulation, Visteon shall offer the same treatment to the AURELIUS Persons. 6. The Bankruptcy Court shall retain jurisdiction to resolve any disputes regarding th interpretation and enforcement of this Stipulation. Dated: Wilmington, Delaware June:gS 2010 KRA!vIER LEVN NAFTALIS & FRANKEL LLP YM Phili bentley (1 New York, New York 10019 Telephone: 212.715.9100 Facsimile: 212.715.8000 Counsel to Aurelius Capital Master, Ltd., ACF Master, Ltd and Aurelius Convergence Master, Ltd KIRKLAND & ELLIS LLP Marc Kieseistein P.C. Brian S. Lennon 601 Lexington Avenue New York, New York 10022 Telephone: (212446:4800 Counsel to fristeon KL22650957.9 5