Filing Details
- Accession Number:
- 0001209191-10-050510
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2010-10-15 15:43:45
- Reporting Period:
- 2010-10-01
- Filing Date:
- 2010-10-15
- Accepted Time:
- 2010-10-15 15:43:45
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1111335 | Visteon Corp | VSTNQ | Motor Vehicle Parts & Accessories (3714) | 383519512 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1166564 | Cyrus Capital Partners, Lp | 399 Park Avenue 39Th Floor New York NY 10022 | No | No | No | Yes | |
| 1166774 | Cyrus Capital Partners Gp, Llc | 399 Park Avenue 39Th Floor New York NY 10022 | No | No | No | Yes | |
| 1251783 | C Stephen Freidheim | C/O Cyrus Capital Partners, L.p 399 Park Avenue, 39Th Floor New York NY 10022 | No | No | No | Yes | |
| 1328640 | Cyrus Opportunities Master Fund Ii, Ltd. | 399 Park Avenue 39Th Floor New York NY 10022 | No | No | No | Yes |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Old Common Stock ($1.00 Par Value) | Disposition | 2010-10-01 | 600,000 | $0.00 | 0 | No | 4 | J | Indirect | See footnotes |
| New Common Stock ($0.01 Par Value) | Acquisiton | 2010-10-01 | 1,726,307 | $0.00 | 1,726,307 | No | 4 | J | Direct | |
| New Common Stock ($0.01 Par Value) | Acquisiton | 2010-10-01 | 1,984,347 | $0.00 | 3,710,658 | No | 4 | J | Indirect | See footnotes |
| New Common Stock ($0.01 Par Value) | Acquisiton | 2010-10-01 | 1,410 | $0.00 | 3,712,068 | No | 4 | J | Direct | |
| New Common Stock ($0.01 Par Value) | Disposition | 2010-10-05 | 4,557 | $57.70 | 3,706,101 | No | 4 | S | Direct | |
| New Common Stock ($0.01 Par Value) | Disposition | 2010-10-05 | 1,409 | $57.70 | 3,706,102 | No | 4 | S | Direct | |
| New Common Stock ($0.01 Par Value) | Acquisiton | 2010-10-08 | 16,300 | $56.50 | 3,869,101 | No | 4 | P | Indirect | See footnotes |
| New Common Stock ($0.01 Par Value) | Acquisiton | 2010-10-08 | 10,000 | $56.75 | 3,879,101 | No | 4 | P | Indirect | See footnotes |
| New Common Stock ($0.01 Par Value) | Disposition | 2010-10-08 | 67,900 | $58.22 | 3,811,201 | No | 4 | S | Indirect | See footnotes |
| New Common Stock ($0.01 Par Value) | Disposition | 2010-10-08 | 50,000 | $58.10 | 3,761,201 | No | 4 | S | Indirect | See footnotes |
| New Common Stock ($0.01 Par Value) | Disposition | 2010-10-08 | 167,900 | $58.20 | 3,593,301 | No | 4 | S | Indirect | See footnotes |
| New Common Stock ($0.01 Par Value) | Disposition | 2010-10-11 | 5,000 | $58.35 | 3,588,301 | No | 4 | S | Indirect | See footnotes |
| New Common Stock ($0.01 Par Value) | Acquisiton | 2010-10-12 | 22,252 | $57.25 | 3,610,553 | No | 4 | P | Indirect | See footnotes |
| New Common Stock ($0.01 Par Value) | Disposition | 2010-10-12 | 22,251 | $59.35 | 3,588,302 | No | 4 | S | Indirect | See footnotes |
| New Common Stock ($0.01 Par Value) | Disposition | 2010-10-12 | 1 | $59.35 | 3,588,301 | No | 4 | S | Indirect | See footnotes |
| New Common Stock ($0.01 Par Value) | Disposition | 2010-10-14 | 45,000 | $59.35 | 3,543,302 | No | 4 | S | Indirect | See footnotes |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | J | Indirect | See footnotes |
| No | 4 | J | Direct | |
| No | 4 | J | Indirect | See footnotes |
| No | 4 | J | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct | |
| No | 4 | P | Indirect | See footnotes |
| No | 4 | P | Indirect | See footnotes |
| No | 4 | S | Indirect | See footnotes |
| No | 4 | S | Indirect | See footnotes |
| No | 4 | S | Indirect | See footnotes |
| No | 4 | S | Indirect | See footnotes |
| No | 4 | P | Indirect | See footnotes |
| No | 4 | S | Indirect | See footnotes |
| No | 4 | S | Indirect | See footnotes |
| No | 4 | S | Indirect | See footnotes |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| New Common Stock, Par Value $0.01 Per Share | Five-Year Warrants (right to buy) | Acquisiton | 2010-10-01 | 5,088 | $0.00 | 5,088 | $58.80 |
| New Common Stock, Par Value $0.01 Per Share | Five-Year Warrants (right to buy) | Acquisiton | 2010-10-01 | 2,180 | $0.00 | 2,180 | $58.80 |
| New Common Stock, Par Value $0.01 Per Share | Ten-Year Warrants (right to buy) | Acquisiton | 2010-10-01 | 260,447 | $0.00 | 260,447 | $9.66 |
| New Common Stock, Par Value $0.01 Per Share | Ten-Year Warrants (right to buy) | Acquisiton | 2010-10-01 | 282,137 | $0.00 | 282,137 | $9.66 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 5,088 | 2010-10-01 | 2015-10-01 | No | 4 | J | Direct |
| 7,268 | 2010-10-01 | 2015-10-01 | No | 4 | J | Direct |
| 260,447 | 2010-10-01 | 2020-10-01 | No | 4 | J | Direct |
| 542,584 | 2010-10-01 | 2020-10-01 | No | 4 | J | Indirect |
Footnotes
- This statement is being filed by Cyrus Capital Partners, L.P. ("Cyrus"), Cyrus Opportunities Master Fund II, Ltd. ("COMF"), Cyrus Partners G.P., L.L.C., ("Cyrus GP"), and Mr. Stephen C. Freidheim (each of COMF, Cyrus, Cyrus GP and Mr. Freidheim, collectively, the "Reporting Persons"). COMF is a private investment fund engaged in the business of acquiring, holding and disposing of investments in various companies. Cyrus is the investment manager of COMF and other persons and entities ("Other Cyrus Funds"). Cyrus GP is the general partner of Cyrus. Mr. Freidheim is the managing member of Cyrus GP and the Chief Investment Officer of Cyrus.
- On October 1, 2010 (the "Effective Date"), the Issuer consummated its reorganization under Chapter 11 of Title 11 of the United States Code and the Issuer's plan of reorganization, as amended from time to time (the "Plan"), became effective. Pursuant to the Plan, the Issuer cancelled all of its outstanding equity securities, including the Common Stock, par value $1.00 ("Old Common Stock"), and cancelled all of its outstanding Senior Notes.
- Under the Plan, COMF received 1,726,307 shares of common stock in the reorganized Issuer, par value $0.01 per share ("New Common Stock"), 5,088 five-year warrants of the Issuer to purchase New Common Stock at an initial exercise price of $58.80 per share ("Five Year Warrants"), and 260,447 ten-year warrants of the Issuer to purchase New Common Stock at an initial exercise price of $9.66 per share ("Ten Year Warrants) in exchange for the cancelled securities described in footnote (2) above.
- Under the Plan, the Other Cyrus Funds received 1,866,451 shares of New Common Stock, 0 Five Year Warrants, and 282,137 Ten Year Warrants in exchange for the cancelled securities described in footnote (2) above.
- Under the Plan, Mr. Freidheim received 1,410 shares of New Common Stock and 2,180 Five Year Warrants in exchange for the cancelled securities described in footnote (2) above.
- Pursuant to the Equity Commitment Agreement, dated as of May 6, 2010, by and among the Issuer, certain investors party thereto (the "Investors"), and certain additional purchasers party thereto (the "Additional Purchasers"), as amended from time to time (the "Equity Commitment Agreement"), the Investors and the Additional Purchasers agreed to purchase certain shares of common stock of a reorganized issuer. On the Effective Date, any "group" pursuant to Section 13(d)(3) or Section 16 of the Exchange Act of 2934, as amended, that may have existed as a result of the Reporting Persons' entry into the Equity Commitment Agreement dissolved.
- As of October 15, 2010, (i) COMF beneficially owns directly an aggregate of 1,996,399 shares of New Common Stock, including shares of New Common Stock issuable upon exercise of the Five Year Warrants and the Ten Year Warrants and reflected on an as-exercised basis, which represents approximately 3.9% of the shares of New Common Stock outstanding, (ii) Cyrus, as the investment manager of COMF and the Other Cyrus Funds, and Cyrus GP, as the general partner of Cyrus, may each be deemed to beneficially own indirectly 4,090,974 shares of New Common Stock, including shares of New Common Stock issuable upon exercise of the Five Year Warrants and the Ten Year Warrants and reflected on an as-exercised basis, which constitutes approximately 8.0% of the Issuer's outstanding shares of New Common Stock and (continued in footnote 8)
- (iii) Mr. Freidheim, in his individual capacity and as the managing member of Cyrus GP, beneficially owns an aggregate of 4,093,154 shares of New Common Stock, including shares of New Common Stock issuable upon exercise of the Five Year Warrants and reflected on an as-exercised basis (of which 2,180 of such shares are beneficially owned directly by Mr. Freidheim), which constitutes approximately 8.0% of the Issuer's outstanding shares of New Common Stock. Therefore, the Reporting Persons are no longer subject to Section 16.
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