The tender offer will expire at 5:00 p.m., New York City time, on Friday, April 2, 2004, unless extended or earlier terminated.
Under the terms of the offer, the Company is offering to 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. Holders who tender on or prior to 5:00 p.m., New York City time, on March 12, 2004 will receive the total consideration, which includes an early tender premium. If the aggregate principal amount of Notes validly tendered and not properly withdrawn exceeds $250,000,000, Visteon will accept Notes for purchase on a pro rata basis based on the principal amount of Notes tendered. Payment for tendered Notes will be made in same day funds on the second business day after the expiration of the offer, or as soon as practicable thereafter.
The tender offer is conditioned upon the 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 pursuant to the terms of the tender offer. If any of the conditions are not satisfied, Visteon is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, and may even terminate the tender offer. Full details of the terms and conditions of the tender offer are included in the company's Offer to Purchase dated March 1, 2004.