In a filing submitted to the
U.S. Securities and Exchange Commission (SEC) yesterday it was revealled that
Fiat can actually boost its stake in the Chrysler Group to more than 70 percent
through exercising a range of further options. Fiat has the option of buying the
U.S. Treasury Department's stake in the Chrysler Group within 12 months of
repaying loans (which are scheduled to be repaid next month) and can also pick
up several tranches of the union's healthcare trust fund stake which is managed
through VEBA.
"Fiat may acquire additional
membership interests, at any time and from time to time, including through the
exercise of options it holds on certain membership interests held by the U.S.
Treasury and the VEBA Trust," read the statement submitted by the Chrysler Group
to the SEC yesterday. "If Fiat exercised these options in full [...] its
ownership could exceed 70 percent."
Fiat currently holds a 30
percent stake in the Chrysler Group (made up of the 20 percent initial stake it
was given when the U.S. carmaker emerged from the Chapter 11 process two years
ago plus two further 5 percent increments that have been successfully
triggered). At the end of last month the Chrysler Group announced a timetable to
repay U.S. and Canadian government debt and this "Incremental
Equity Call Option", which is set to be exercised at a price of US$1,268
million, will be closed by the end of June and will in turn raise Fiat's stake
by a further 16 percent. A further 5 percent tranche, that Fiat has already
indicated will be completed during the course of this year, will bring its total
stake (once the loans are repaid) to 51 percent.
Yesterday's SEC filing added two further options
for Fiat to raise its stake in the Chrysler Group further upwards from 51
percent, and potentially to more than 70 percent. The first option regards the
U.S. Treasury's stake, the filing saying: "The U.S. Treasury has granted Fiat a
call option [...] held by U.S. Treasury. This call option has the same post-IPO
pricing terms as the call option under the LLC Operating Agreement. The pre-IPO
option price is to be a negotiated price or, absent agreement, a price
established by the average of the closest estimated values determined by two of
three investment banks. This option is exercisable during the 12-month period
following the repayment in full of the U.S. Treasury loans."
The second option to raise shareholding concerns
the union's healthcare trust, VEBA. The entry submitted to the SEC sstates: "The
VEBA Trust has granted Fiat a call option on a portion of the [...] interests
held by the VEBA Trust. This call option has the same pricing terms as the call
option under the LLC Operating Agreement. It is exercisable from July 1, 2012 to
June 30, 2016 provided that it covers 40 percent of the membership interests
originally issued to the VEBA Trust and may be exercised for no more than 8
percent of such membership interests in any six month period."