Visteon Issues Notice Regarding NOL Protective Measures in its Charter
Limits certain 5 percent ownership changes to protect significant tax benefits as defined and restricted by the U.S. Internal Revenue Service Code
VAN BUREN TOWNSHIP, Mich., Aug. 3, 2012 /PRNewswire/ -- Visteon Corporation (NYSE: VC) today announced that the net operating loss protective provisions (the "NOL Protective Measures") contained in Articles FIFTH, SIXTH and SEVENTH of the company's second amended and restated certificate of incorporation (the "Certificate") are currently applicable based on the current market capitalization of the company. As a result, persons are restricted from becoming "Five-Percent Shareholders" (as defined in the Certificate) and existing "Five-Percent Shareholders" are restricted from making additional purchases of Visteon's stock, without giving written notice of a proposed transaction to the company and obtaining the approval of Visteon's board of directors.
The board of directors expects to approve transactions unless there would be an ownership shift described in the Certificate or other circumstances that would jeopardize the availability of its tax attributes. The restrictive period continues until the company's market capitalization remains above the $1.5 billion threshold for 30 consecutive calendar days.
As a result of restructuring completed in 2010, the company has significant tax assets in the form of NOLs, which could be impaired if a "change of ownership" occurs under Internal Revenue Code Section 382 rules. A change in ownership can occur whenever there is a shift in ownership by more than 50 percentage points by one or more "5 percent shareholders" within a three-year period.
Visteon is a leading global automotive supplier that designs, engineers and manufactures innovative climate, electronics and interior products for vehicle manufacturers. With corporate offices in Van Buren Township, Mich. (U.S.); Shanghai, China; and Chelmsford, UK; the company has facilities in 28 countries and employs approximately 22,000 people. Learn more at www.visteon.com.
SOURCE Visteon Corporation
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