25.05.2011 FIAT EXERCISES ITS OPTION TO TAKE CHRYSLER STAKE TO 46 PERCENT

Chrysler Group CEO Sergio Marchionne, Assistant to President Obama for Manufacturing Policy Ron A. Bloom and Deputy Director of the National Economic Council Brian Deese joined government officials, UAW representatives and employees at the Sterling Heights Assembly Plant, for the loan repayment anouncement.
Chrysler Group CEO Sergio Marchionne, Assistant to President Obama for Manufacturing Policy Ron A. Bloom and Deputy Director of the National Economic Council Brian Deese joined government officials, UAW representatives and employees at the Sterling Heights Assembly Plant, for the loan repayment anouncement.
Chrysler Group CEO Sergio Marchionne, Assistant to President Obama for Manufacturing Policy Ron A. Bloom and Deputy Director of the National Economic Council Brian Deese joined government officials, UAW representatives and employees at the Sterling Heights Assembly Plant, for the loan repayment anouncement.

Chrysler Group CEO Sergio Marchionne, Assistant to President Obama for Manufacturing Policy Ron A. Bloom and Deputy Director of the National Economic Council Brian Deese joined government officials, UAW representatives and employees at the Sterling Heights Assembly Plant, for the loan repayment announcement.

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."

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