Immediately Chrysler Group announced that it had paid
back the U.S. and Canadian government loans in full
yesterday than Fiat issued its own press release to
confirm that it was exercising its option to take a
further 16 percent stake in the U.S. carmaker in
exchange for a payment of US$1,268 million, bringing it
up to the 46 percent mark.
"Concurrently
with the closing of the refinancing of Chrysler’s debt
and the full repayment by Chrysler of its debt to the
U.S. and Canadian governments," read the statement
issued by Fiat in Turin, "Fiat has consummated the
exercise of its option to purchase an incremental 16
percent interest in Chrysler, pursuant to the terms of
the arrangements announced on April 21, 2011. In
exchange for a cash consideration of US$ 1,268 million,
Chrysler has issued to Fiat 261,225 new class A
membership interests in Chrysler, increasing Fiat’s
aggregate ownership interest by 16 percent (on a
fully-diluted basis)."
Fiat's press release
noted that: "This percentage gives effect to the
dilution of the Class A Interests held by all members
(including Fiat) arising from the occurrence of the
final Performance Event (or "Class B Event")
contemplated by the LLC Operating Agreement of Chrysler
(the "Ecological Event"). The additional interest
without giving effect to the final Class B Event is
17.23 percent, which will be diluted to 16 percent upon
the occurrence of the Ecological Event."
The Turin statement also confirmed that the final 5
percent incremental step will be completed later this
year: "Following the occurrence of the final Performance
Event which is expected later this year Fiat will hold
51 percent of the outstanding equity in Chrysler."
A fortnight ago it
emerged that Fiat could raise its stake in the Chrysler
Group beyond the acknowledged 51 percent, the details
being tucked away in a regulatory filing. Yesterday's
press release issued in Turin also detailed the further
triggers it has to raise its stake: "Fiat’s interest in
Chrysler may further increase by an additional 5%
(subject to dilution of any Class A Interests then held
by Fiat) upon achievement by Chrysler of the Ecological
Event. Fiat may also purchase an additional 5% interest
in Chrysler (subject to dilution of any Class A
Interests then held by Fiat) in substitution of the
increase associated with the Ecological Event (the
"Alternative Call Option"). Fiat has an option to
purchase 40% of the VEBA’s interest in Chrysler issued
to the VEBA as of June 10, 2009 (the "Covered
Interest"), which option may be exercised from July 1,
2012 until June 30, 2016, semi annually, in tranches not
exceeding, for each exercise, 20% of the Covered
Interest (the "VEBA Call Option"). Exercise price for
both of these options is determined before an IPO occurs
using a market multiple (average of multiples of certain
automotive companies, not to exceed Fiat’s multiple)
applied to Chrysler reported EBITDA for the most recent
four quarters less net industrial debt and if an IPO has
occurred based on market price of common stock. In
addition Fiat has a right to purchase the entire
interest held in Chrysler by UST (the "UST Call
Option"), which may be exercised in the twelve months
following the repayment of Chrysler’s debt to U.S. and
Canadian governments. Before an IPO occurs the exercise
is price based on a determination of the equity value of
Chrysler to be agreed upon between Fiat and UST or,
absent agreement, established by the average of the
closest estimated values determined by two of three
investment banks appointed by the parties. If an IPO has
occurred exercise price is based on market price of
common stock."