<PAGE> 1
EXHIBIT 1.2
PRICING AGREEMENT
Goldman, Sachs & Co.,
Morgan Stanley & Co. Incorporated,
Salomon Smith Barney Inc.,
Banc of America Securities LLC,
Banc One Capital Markets, Inc.,
Chase Securities Inc.,
Credit Suisse First Boston Corporation,
Deutsche Bank Securities Inc.,
HSBC Securities (USA) Inc.,
J.P. Morgan Securities Inc.,
Scotia Capital (USA) Inc.,
UBS Warburg LLC,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
July 31, 2000
Ladies and Gentlemen:
Visteon Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated July 17, 2000 (the "Underwriting Agreement"), between the
Company on the one hand and Goldman, Sachs & Co. on the other hand, to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
7.95% Notes due 2005 and the 8.25% Notes due 2010 specified in Schedules II and
III hereto, respectively (the "Designated Securities"). Each of the provisions
of the Underwriting Agreement is incorporated herein by reference in its
entirety and shall be deemed to be a part of this Agreement to the same extent
as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined) and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as supplemented relating to the
Designated
<PAGE> 2
Securities which are the subject of this Pricing Agreement. Each reference to
the Representatives herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the address
of the Representatives referred to in such Section 12 are set forth at the end
of Schedules II and III hereto.
A supplement to the Prospectus relating to the Designated Securities, in
the form heretofore delivered to you, is now proposed to be filed with the
Commission.
Each of the Underwriters hereby agrees that it will not offer, sell or
deliver any of the Designated Securities, directly or indirectly, or distribute
the Prospectus Supplement dated July 31, 2000 (the "Prospectus Supplement") or
the accompanying Prospectus or any other offering material relating to the
Designated Securities, in or from any jurisdiction outside the United States
except under circumstances that will, to the best knowledge and belief of such
Underwriter, result in compliance with the applicable laws and regulations
thereof and which will not impose any obligations on the Company except as set
forth in the Underwriting Agreement and this Pricing Agreement.
Each Underwriter hereby acknowledges that the Prospectus Supplement and the
accompanying Prospectus have not been registered with the Registrar of Companies
in Singapore and that the Designated Securities are offered in Singapore
pursuant to an exemption invoked under section 106C of the Companies Act,
Chapter 50 of Singapore (the "Singapore Companies Act"). Accordingly, each
Underwriter hereby represents and agrees that the Designated Securities may not
be offered or sold, nor may the Prospectus Supplement and accompanying
Prospectus or any other offering document or material relating to the Designated
Securities be circulated or distributed, directly or indirectly, to the public
or any member of the public in Singapore other than (1) to an institutional
investor or other body or person specified in section 106C of the Singapore
Companies Act, or (2) to a sophisticated investor specified in Section 106D of
the Singapore Companies Act or (3) otherwise pursuant to, and in accordance with
the conditions of, section 106E(2) of the Singapore Companies Act or any other
applicable exemption invoked under Division 5A of Part IV of the Singapore
Companies Act.
2
<PAGE> 3
Each of the Underwriters hereby agrees that it has not offered or sold, and
it will not offer or sell, directly or indirectly, any of the Designated
Securities in or to residents of Japan or to any persons for reoffering or
resale, directly or indirectly, in Japan or to any resident of Japan except
pursuant to an exemption from the registration requirements of the Securities
and Exchange Law available thereunder and in compliance with the other relevant
laws of Japan.
Each Underwriter hereby represents and agrees that (a) it has not offered
or sold, and, prior to the expiration of the period of six months from the
closing date for the issue of the Designated Securities will not offer or sell
any Designated Securities to persons in the United Kingdom, except to those
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purpose of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995, (b) it has complied and will
comply with all applicable provisions of the Financial Services Act 1986, with
respect to anything done by it in relation to the Designated Securities in, from
or otherwise involving the United Kingdom, and (c) it has only issued or passed
on and will only issue or pass on in the United Kingdom any document received by
it in connection with the issue of the Designated Securities to a person who is
of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996, as amended, or is a person
to whom the document may otherwise lawfully be issued or passed on.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase prices to the Underwriters set forth in Schedules II and III
hereto, the principal amounts of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and each of the Representatives plus one for
each counsel counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters and the
Company. It is understood that the acceptance of this letter by Goldman, Sachs &
Co. on behalf of
3
<PAGE> 4
each of the Underwriters is or will be pursuant to the authority set forth in an
Agreement among Underwriters, which shall be submitted to the Company for
examination forthwith, but without warranty on the part of Goldman, Sachs & Co.
as to the authority of the signers thereof.
4
<PAGE> 5
Very truly yours,
Visteon Corporation
By: /s/ Darren R. Wells
-------------------------
Name: Darren R. Wells
Title: Assistant Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.,
Morgan Stanley & Co. Incorporated,
Salomon Smith Barney Inc.,
Banc of America Securities LLC,
Banc One Capital Markets, Inc.,
Chase Securities Inc.,
Credit Suisse First Boston Corporation,
Deutsche Bank Securities Inc.,
HSBC Securities (USA) Inc.,
J.P. Morgan Securities Inc.,
Scotia Capital (USA) Inc.,
UBS Warburg LLC,
By:/s/ Goldman, Sachs & Co.
------------------------------
(Goldman, Sachs & Co.)
<PAGE> 6
SCHEDULE I
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
7.95% NOTES DUE 8.25% NOTES DUE
2005 2010
TO BE TO BE
UNDERWRITER PURCHASED PURCHASED
----------- --------- ---------
<S> <C> <C>
Goldman, Sachs & Co..................... $200,000,001 $280,000,005
Morgan Stanley & Co. Incorporated....... 100,000,000 140,000,000
Salomon Smith Barney Inc................ 100,000,000 140,000,000
Banc of America Securities LLC.......... 11,111,111 15,555,555
Banc One Capital Markets, Inc........... 11,111,111 15,555,555
Chase Securities Inc.................... 11,111,111 15,555,555
Credit Suisse First Boston Corporation.. 11,111,111 15,555,555
Deutsche Bank Securities Inc............ 11,111,111 15,555,555
HSBC Securities (USA) Inc............... 11,111,111 15,555,555
J.P. Morgan Securities Inc.............. 11,111,111 15,555,555
Scotia Capital (USA) Inc................ 11,111,111 15,555,555
UBS Warburg LLC......................... 11,111,111 15,555,555
------------ ------------
TOTAL.............. $500,000,000 $700,000,000
=================================
</TABLE>
6
<PAGE> 7
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
7.95% Notes due August 1, 2005
AGGREGATE PRINCIPAL AMOUNT:
$500 million
PRICE TO PUBLIC:
99.875% of the principal amount of the Designated Securities, plus accrued
interest, if any, from August 3, 2000 to the date of delivery.
PURCHASE PRICE BY UNDERWRITERS:
99.525% of the principal amount of the Designated Securities, plus accrued
interest, if any, from August 3, 2000 to the date of delivery.
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds.
TIME OF DELIVERY:
11:00 a.m. (New York City time), August 3, 2000.
INDENTURE:
Indenture dated June 23, 2000, between the Company and Bank One Trust Co.,
N.A., as Trustee.
7
<PAGE> 8
MATURITY:
August 1, 2005
INTEREST RATE:
7.95%
INTEREST PAYMENT DATES:
August 1 and February 1, commencing February 1, 2001.
REDEMPTION PROVISIONS:
The Designated Securities may be redeemed in whole at any time or in part
from time to time, at the option of the Company, at a redemption price
equal to the greater of (1) 100% of the principal amount of the applicable
series of Designated Securities to be redeemed and (2) the sum of the
present values of the remaining scheduled payments of principal and
interest on the applicable series of Designated Securities to be redeemed
discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the applicable Treasury
Rate plus 15 basis points for the 7.95% Notes due 2005, plus accrued and
unpaid interest on the principal amount being redeemed to the redemption
date.
The Designated Securities may also be redeemed at the option of the
Company, in whole, but not in part, upon changes in the tax law, on not
less than 30 nor more than 60 days' prior notice, at a redemption price
equal to 100% of the principal amount of the Designated Securities,
together with interest accrued thereon to the date fixed for redemption.
SINKING FUND PROVISIONS:
No sinking fund provisions.
DEFEASANCE PROVISIONS:
As provided in the Indenture.
8
<PAGE> 9
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Dickinson Wright PLLC, Detroit, Michigan.
NAME AND ADDRESS OF REPRESENTATIVES:
Designated Representatives:
Goldman, Sachs & Co.
Address for Notices, etc.:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
9
<PAGE> 10
SCHEDULE III
TITLE OF DESIGNATED SECURITIES:
8.25% Notes due August 1, 2010
AGGREGATE PRINCIPAL AMOUNT:
$700 million
PRICE TO PUBLIC:
99.853% of the principal amount of the Designated Securities, plus accrued
interest, if any, from August 3, 2000 to the date of delivery.
PURCHASE PRICE BY UNDERWRITERS:
99.403% of the principal amount of the Designated Securities, plus accrued
interest, if any, from August 3, 2000 to the date of delivery.
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds.
TIME OF DELIVERY:
11:00 a.m. (New York City time), August 3, 2000.
INDENTURE:
Indenture dated June 23, 2000, between the Company and Bank One Trust Co.,
N.A., as Trustee.
10
<PAGE> 11
MATURITY:
August 1, 2010
INTEREST RATE:
8.25%
INTEREST PAYMENT DATES:
August 1 and February 1, commencing February 1, 2001.
REDEMPTION PROVISIONS:
The Designated Securities may be redeemed in whole at any time or in part
from time to time, at the option of the Company, at a redemption price
equal to the greater of (1) 100% of the principal amount of the applicable
series of Designated Securities to be redeemed and (2) the sum of the
present values of the remaining scheduled payments of principal and
interest on the applicable series of Designated Securities to be redeemed
discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the applicable Treasury
Rate plus 25 basis points for the 8.25% Notes due 2010, plus accrued and
unpaid interest on the principal amount being redeemed to the redemption
date.
The Designated Securities may also be redeemed at the option of the
Company, in whole, but not in part, upon changes in the tax law, on not
less than 30 nor more than 60 days' prior notice, at a redemption price
equal to 100% of the principal amount of the Designated Securities,
together with interest accrued thereon to the date fixed for redemption.
SINKING FUND PROVISIONS:
No sinking fund provisions.
DEFEASANCE PROVISIONS:
As provided in the Indenture.
11
<PAGE> 12
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Dickinson Wright PLLC, Detroit, Michigan.
NAME AND ADDRESS OF REPRESENTATIVES:
Designated Representatives:
Goldman, Sachs & Co.
Address for Notices, etc.:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
12
<PAGE> 13
ANNEX II
Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder, and the statement in
each Registration Statement in answer to Item 10 of Form S-3 is accurate
insofar as it relates to them;
(ii) In their opinion, the audited consolidated financial statements
of the Company and its subsidiaries included or incorporated by reference
in the Company's Registration Statement on Form S-1 or Annual Report on
Form 10-K most recently filed with the Commission and covered by their
report included therein (the "audited financials") comply as to form in all
material respects with the applicable accounting requirements of the Act or
the Exchange Act, as applicable, and the published rules and regulations
under the Act or the Exchange Act, as applicable;
(iii) On the basis of limited procedures, not constituting an audit,
which have been carried out through a specified date not more than two
business days prior to the date of each such letter,* including (1)
performing the procedures specified by the American Institute of Certified
Public Accountants for a review of interim financial information as
described in Statements on Auditing Standards No. 71, "Interim Financial
Information," on the unaudited consolidated financial statements of the
Company and its subsidiaries included in the Company's Registration
Statement on Form S-1 or Quarterly Reports on Form 10-Q filed with the
Commission from the beginning of the Company's fiscal year through the date
of such letter (the "quarterly financials"), (2) a reading of the minutes
of the meetings of the Board of Directors, and stockholders of the Company
since the date of the audited financials, (3)inquiries of certain officials
of the Company responsible for financial and accounting matters as to
transactions and events subsequent to the date of the audited financials,
and (4) such other procedures and inquiries as may be described in each
such letter, nothing has come to their attention which has caused them to
believe that:
13
<PAGE> 14
(iv) Any material modifications should be made to the quarterly
financials for them to be in conformity with generally accepted accounting
principles; or
(v) The quarterly financials do not comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act
and the related published rules and regulations; or
(vi) As of the last day of the month immediately preceding the date of
such letter, unless such day is less than five business days prior to the
date of such letter, in which case as of the last day of the second month
immediately preceding the date of such letter (or such other date as shall
be mutually agreed upon by the Company and the Representative), there was
any change with respect to the Company and its subsidiaries in the capital
stock other than changes resulting from acquisitions or issuances of shares
relating to employee benefit plans or any net change in aggregate debt as
of the date of its most recent quarterly financial statements, as compared
in each case with the corresponding amounts of outstanding debt in the
balance sheets of the Company and each of such subsidiaries as of the date
of their most recent quarterly financial statements, except, in all
instances, for changes which the most recent report filed by the Company or
any such subsidiary with the Commission containing financial statements
disclosed have occurred or may occur or which are described in such letter;
and
(vii) They have performed certain specified procedures, including
comparisons with certain specified accounting records of the Company and
its subsidiaries, with respect to certain items of information included in
each Registration Statement, in the reports filed with the Commission from
the beginning of the Company's fiscal year through the date of such letter*
and, in the case of each letter to be delivered pursuant to Section 7(d) of
the Underwriting Agreement, in the Prospectus as amended or supplemented
through the date of such letter, and have found such items to be in
agreement with such records.
(viii) Based on reading of any unaudited pro forma consolidated
condensed financial statements included in or incorporated by reference in
the Prospectus and inquiry of officials who have responsibility for
financial and accounting matters about the basis for the determination of
pro forma adjustments, nothing has come to their attention that the
unaudited pro forma condensed consolidated financial statements do not
comply as to form in all
14
<PAGE> 15
material respects with the applicable accounting requirements of the Act
and the rules and regulations adopted by the Commission thereunder or the
pro forma adjustments have not been properly applied to the historical
amounts in the compilation of those statements.
* In the case of letters delivered pursuant to Section 7(d) of the Underwriting
Agreement, such procedures will be carried out through a specified date not more
than two business days prior to the effective date of the Registration Statement
or not more than two business days prior to the most recent report filed with
the Commission containing financial statements, if the date of such report is
later than such effective date.
15
