v7425732.htm
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934*
 
(Amendment No. 2)
 

 
Visteon Corporation
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
92839U206
(CUSIP Number)
 
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 

CUSIP No. 92839U206
 
13G
Page 2 of 10 Pages

1
NAME OF REPORTING PERSON
 
 
Monarch Alternative Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     o
 
(b)     x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,877,017
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,877,017
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,877,017
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.63%*
12
TYPE OF REPORTING PERSON
 
PN
* Calculated based on (i) 51,507,876 shares of common stock of the Issuer outstanding as of October 27, 2011 as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 3, 2011 and (ii) 176,863 shares of common stock issuable to the Reporting Person upon the exercise of the Warrants.  See Item 4.
 

 
- 2 - 
 

CUSIP No. 92839U206
 
13G
Page 3 of 10 Pages

1
NAME OF REPORTING PERSON
 
 
MDRA GP LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     o           
 
(b)     x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,877,017
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,877,017
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,877,017
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.63%*
12
TYPE OF REPORTING PERSON
 
PN
* Calculated based on (i) 51,507,876 shares of common stock of the Issuer outstanding as of October 27, 2011 as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 3, 2011 and (ii) 176,863 shares of common stock issuable to the Reporting Person upon the exercise of the Warrants.  See Item 4.
 

 
 
 


CUSIP No. 92839U206
 
13G
Page 4 of 10 Pages

1
NAME OF REPORTING PERSON
 
Monarch GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     o
 
(b)     x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,877,017
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,877,017
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,877,017
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.63%*
12
TYPE OF REPORTING PERSON
 
OO
* Calculated based on (i) 51,507,876 shares of common stock of the Issuer outstanding as of October 27, 2011 as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 3, 2011 and (ii) 176,863 shares of common stock issuable to the Reporting Person upon the exercise of the Warrants.  See Item 4.
 
 
 
 
 
 

CUSIP No. 92839U206
 
13G
Page 5 of 10 Pages

1
NAME OF REPORTING PERSON
 
Monarch Master Funding Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     o
 
(b)     x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,592,587
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,592,587
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,592,587
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.09%*
12
TYPE OF REPORTING PERSON
 
CO
* Calculated based on 51,507,876 shares of common stock of the Issuer outstanding as of October 27, 2011 as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 3, 2011.
 

 
 
 

This Amendment No. 2 to Schedule 13G (this “Amendment No. 2”) is being filed with respect to the Common Stock (as defined in Item 2(d) below) of the Issuer (as defined in Item 1(a) below) to amend and restate the Schedule 13G, filed on October 12, 2010, as amended and restated by Amendment No. 1 to the Schedule 13G, filed on February 14, 2011 (together, the “Current Schedule 13G”).
 
This Amendment No. 2 hereby amends and restates the Current Schedule 13G as follows:
 
Item 1(a):               Name of Issuer:
 
The name of the issuer is Visteon Corporation, a corporation organized under the laws of the State of Delaware (the “Issuer”).
 
Item 1(b):               Address of Issuer’s Principal Executive Offices:
 
The Issuer’s principal executive office is located at One Village Center Drive, Van Buren Township, Michigan 48111.
 
Item 2(a):               Name of Person Filing:
 
This Schedule 13G is filed by:
 
(i) Monarch Alternative Capital LP (“MAC”), which serves as advisor to a variety of funds (such funds collectively, the “Funds”), including MMF (as defined below), with respect to shares of Common Stock (as defined below) of the Issuer directly owned by the Funds (including the MMF Shares, as defined below) as Common Stock or through warrants that are exercisable for Common Stock that were issued to holders of the Issuer’s 12.25% Senior Notes due 2016 pursuant to the Issuer’s plan of reorganization (the “Warrants”);
 
(ii) MDRA GP LP (“MDRA GP”), which is the general partner of MAC, with respect to shares of Common Stock indirectly beneficially owned (including as a result of Warrants) by virtue of such position;
 
(iii) Monarch GP LLC (“Monarch GP”), which is the general partner of MDRA GP, with respect to shares of Common Stock indirectly beneficially owned (including as a result of Warrants) by virtue of such position; and
 
(iv) Monarch Master Funding Ltd (“MMF”), with respect to shares of Common Stock of the Issuer owned by MMF directly as Common Stock (the “MMF Shares”).
 
MAC, MDRA GP, Monarch GP and MMF are sometimes collectively referred to herein as the “Reporting Persons.”
 
Item 2(b):
Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office of the Reporting Persons is c/o Monarch Alternative Capital LP, 535 Madison Avenue, New York, New York 10022.
 
Item 2(c):               Citizenship:
 
MAC is a Delaware limited partnership.  MDRA GP is a Delaware limited partnership.  Monarch GP is a Delaware limited liability company.  MMF is a Cayman Islands corporation.
 
Item 2(d):               Title of Class of Securities:
 
Common Stock, par value $0.01 per share (“Common Stock”).
 
Item 2(e):               CUSIP Number
 
92839U206
 
 
 
 
 
 
Item 3:  If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 
 
A.
o Broker or dealer registered under Section 15 of the Act,
 
 
B.
o Bank as defined in Section 3(a)(6) of the Act,
 
 
C.
o Insurance Company as defined in Section 3(a)(19) of the Act,
 
 
D.
o Investment Company registered under Section 8 of the Investment Company Act of 1940,
 
 
E.
o Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
 
 
F.
o Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
 
 
G.
o Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
 
 
H.
o Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
 
 
I.
o Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
 
 
J.
o A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)
 
 
K.
o Group, in accordance with Rule 13d-1(b)(1)(ii)(K)
 
Item 4:  Ownership:
 
The beneficial ownership of the Reporting Persons as of the date of this Schedule 13G is as follows:
 
A.           MAC
 
(a)           Amount beneficially owned: 1,877,017 (includes 176,863 shares of Common Stock issuable upon the exercise of Warrants)
 
(b)           Percent of Class: 3.63% (calculated based on (i) 51,507,876 shares of common stock of the Issuer outstanding as of October 27, 2011 as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 3, 2011 and (ii) 176,863 shares of common stock issuable to the Reporting Person upon the exercise of the Warrants).
 
(c)           Number of shares as to which such person has:
 
(i) Sole power to vote or direct the vote: 0
 
(ii) Shared power to vote or direct the vote: 1,877,017
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 1,877,017
 
B.           MDRA GP
 
(a)           Amount beneficially owned: 1,877,017 (includes 176,863 shares of Common Stock issuable upon the exercise of Warrants).
 
(b)           Percent of Class: 3.63% (calculated based on (i) 51,507,876 shares of common stock of the Issuer outstanding as of October 27, 2011 as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 3, 2011 and (ii) 176,863 shares of common stock issuable to the Reporting Person upon the exercise of the Warrants).
 
(c)           Number of shares as to which such person has:
 
 
 
 
 
 
(i) Sole power to vote or direct the vote: 0
 
(ii) Shared power to vote or direct the vote: 1,877,017
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 1,877,017
 

 
C.           Monarch GP
 
(a)           Amount beneficially owned: 1,877,017 (includes 176,863 shares of Common Stock issuable upon the exercise of Warrants).
 
(b)            Percent of Class: 3.63% (calculated based on (i) 51,507,876 shares of common stock of the Issuer outstanding as of October 27, 2011 as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 3, 2011 and (ii) 176,863 shares of common stock issuable to the Reporting Person upon the exercise of the Warrants).
 
(c)           Number of shares as to which such person has:
 
(i) Sole power to vote or direct the vote: 0
 
(ii) Shared power to vote or direct the vote: 1,877,017
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 1,877,017
 
D.           Monarch Master Funding Ltd
 
(a)           Amount beneficially owned: 1,592,587
 
(b)            Percent of Class: 3.09% (calculated based on 51,507,876 shares of common stock of the Issuer outstanding as of October 27, 2011 as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 3, 2011).
 
(c)           Number of shares as to which such person has:
 
(i) Sole power to vote or direct the vote: 0
 
(ii) Shared power to vote or direct the vote: 1,592,587
 
(iii) Sole power to dispose or direct the disposition: 0
 
(iv) Shared power to dispose or direct the disposition: 1,592,587
 
Item 5:  Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
 
Item 6:  Ownership of More than Five Percent on Behalf of Another Person:
 
N/A
 
Item 7:  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
 
 
 
 
 
N/A
 
Item 8:  Identification and Classification of Members of the Group:
 
N/A
 
Item 9:  Notice of Dissolution of Group:
 
N/A
 
Item 10:  Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 

 
 
 
 
 
 

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  February 13, 2012
MONARCH ALTERNATIVE CAPITAL LP
By:       MDRA GP LP, its General Partner
 
By:       Monarch GP LLC, its General Partner
 
 
By:  /s/ Michael Weinstock                                             
Name:Michael Weinstock
Title:Member
Dated:  February 13, 2012
MDRA GP LP
By:    Monarch GP LLC, its General Partner
 
 
By:  /s/ Michael Weinstock                                          
Name:    Michael Weinstock
Title:      Member
Dated:  February 13, 2012
MONARCH GP LLC
 
 
By:  /s/ Michael Weinstock                                        
Name:    Michael Weinstock
Title:      Member
 
Dated:  February 13, 2012
MONARCH MASTER FUNDING LTD
By: Monarch Alternative Capital LP, its Investment Manager
 
By:    MDRA GP LP, its General Partner
 
By:    Monarch GP LLC, its General Partner
 
 
By:  /s/ Michael Weinstock                                        
Name:   Michael Weinstock
Title:     Member