Chrysler's new deal-Different owners and Marchionne-led management team

Different owners, a new board of directors and maybe a Marchionne-led management team

TURIN, Italy — As Chrysler LLC negotiates an alliance with Fiat S.p.A. that would satisfy the Obama administration, sources say the companies are discussing a revised ownership structure, a new board and possibly a different management team for Chrysler.

Among the options being discussed is a direct role in Chrysler's operations for Fiat CEO Sergio Marchionne — possibly even the chief executive's job.

Sources close to the merger negotiations say that after completing the deal, the plan is to elect a seven-member Chrysler board that would include representatives from Fiat and possibly President Barack Obama's automotive task force.

But the companies face major obstacles in getting the deal done. The ownership of the future Chrysler is still subject to complex negotiations involving Cerberus Capital Management LP, Daimler AG, the UAW and the big banks that hold Chrysler's debt.

A person familiar with the negotiations said the new management structure would divide the roles of CEO and chairman between two executives. The job of Chrysler chairman would be held by an American, the source said.

Since 2007, Chrysler's chairman and CEO jobs have been held by Bob Nardelli, appointed by Cerberus.

On March 30, Obama gave Chrysler and Fiat until the end of April to prove their alliance is workable. The government then would grant Chrysler up to $6 billion in additional loans. Chrysler already has received $4 billion.

Obama impressed

Marchionne (mar-kee-OHN'-nay) — the energetic, chain-smoking architect of Fiat's turnaround — has led the Italian automaker since 2004. In his March 30 speech about the auto industry, Obama praised Marchionne and described Fiat as a company where "the current management team has executed an impressive turnaround."

Another source familiar with the negotiations said Obama's task force may even dictate that Marchionne be directly involved in running Chrysler.

It's unclear whether Marchionne would try to exert hands-on control of Chrysler in the style of Carlos Ghosn, the CEO of Renault and Nissan. But there is evidence that he might try. The 56-year-old executive already spends several days each month in the United States, usually at the offices of Fiat's Case New Holland subsidiary in suburban Chicago.

Every other Friday evening, Marchionne boards a chartered overnight flight, snatching a few hours of sleep and arriving Saturday morning in Chicago. After two days working in America, he catches the red-eye return flight on Sunday.

Marchionne, who speaks accent-free English, holds both Italian and Canadian citizenships and earned university degrees in Toronto and Windsor, Ontario. He spent a decade working in Canada.

Asked about possible changes, Chrysler spokesman Todd Goyer issued a statement: "Chrysler has no management changes to announce. The job of Chrysler's current management team is to get the company on a solid foundation moving forward."

Obstacles remain

Speaking last week at the New York auto show, Chrysler co-President Jim Press said he is optimistic that Fiat and Chrysler can meet the government's requirements and form an alliance.

But he cautioned that Chrysler is preparing for bankruptcy if the alliance does not work out. "We've got to be prepared to take care of the equity and the assets," he said.

Besides the negotiations over the ownership of the future automaker, Chrysler negotiators are in talks with UAW officials about reducing Chrysler's $10.6 billion obligation to the union's health care trust.

The Treasury Department also is negotiating with the major banks holding $6.9 billion in Chrysler debt, according to a Bloomberg News Service report. Bloomberg said the four largest lenders are JPMorgan Chase & Co., Citigroup, Goldman Sachs Group and Morgan Stanley.

Cerberus has offered to give up its stake in Chrysler. Cerberus Chairman Stephen Feinberg is involved in the negotiations. Cerberus also must iron out a dispute in its effort to acquire Daimler's 19.9 percent stake in Chrysler. Cerberus aims to consolidate its ownership as part of the overall plan to restructure the company.

Speaking at a shareholder meeting last week in Berlin, Daimler CEO Dieter Zetsche said Cerberus was making "unacceptable" demands in negotiations to acquire the remainder of Daimler's stake.

The two sides have been wrangling since November over a Cerberus request to acquire Daimler's stake. Daimler sold majority ownership of Chrysler to Cerberus in 2007.

Chrysler and Fiat Must Merge To Get More Help

David Shepardson / Detroit News Washington Bureau

Washington -- The Obama administration will take a much more hands-on role in the restructuring of General Motors Corp. and Chrysler LLC, providing both with short-term aid but insisting on and overseeing immediate dramatic changes.

The administration has set strict timetables for GM and Chrysler to complete restructuring and if required changes are not made is likely to force the automakers into bankruptcy in the coming months.

The companies are likely to go even further in cutting staff and closing plants in order to prove their viability.

The administration's auto task force agreed to provide Chrysler with short-term aid for the next 30 days as the automaker works to complete a tie-up with Itay's Fiat SpA and said it would consider loaning the partnership up to $6 billion if a deal can be finalized.

But it warned that if Chrysler and Fiat cannot come to terms on a partnership, the Auburn Hills automaker would not get any more taxpayer money -- a move that would likely force the company's liquidation....more

Chrysler Fiat Merger: Fiat races to review Chrysler operations

February 3, 2009 11:00 CET
(Reuters) -- Italian carmaker Fiat is racing to review the operations of Chrysler LLC before Chrysler must meet a U.S. government deadline in two weeks, Fiat CEO Sergio Marchionne told the Wall Street Journal.

Under the terms of the $4 billion in federal loans Chrysler has received, it must present a plan by Feb. 17 showing how it intends to be viable.

Fiat plans to take a 35 percent stake in Chrysler in a deal that will give the Italian carmaker the scale it needs to survive, while Chrysler can expand its product portfolio to include small, less-polluting cars.

Marchionne said Fiat is still analyzing Chrysler's vehicle production operations and then will turn to studying its finances, the newspaper said.

Marchionne reiterated that Fiat will not put any cash into Chrysler but will provide small cars and fuel-efficient engines that would cost Chrysler $3 billion or more to develop.

U.S. $3 billion loan part of Chrysler-Fiat deal

DETROIT (Reuters) – Chrysler LLC's deal with Fiat SpA (FIA.MI) depends on the U.S. automaker receiving an additional $3 billion emergency loan from the U.S. government, the company's product development chief said on Wednesday.

"I think that is part of the deal," Frank Klegon said when asked if the automaker needed the additional $3 billion for the Fiat deal to be completed. "That is part of the process. The expectation is that that is an important part of it."

Chrysler, which had asked for $7 billion, received $4 billion U.S. emergency loan on January 2. The automaker has said it is counting on getting the rest of the money to keep operating.

Klegon believed the $3 billion of additional government aid was part of a term sheet Chrysler had with Fiat on the alliance. Chrysler has been calling the request for additional support a second tranche, or the second half of the original $7 billion of aid it sought late last year.

Chrysler, owned by private equity firm Cerberus Capital Management, announced on Monday an alliance with Fiat that would give the Italian automaker a 35 percent stake in Chrysler in exchange for access to its technology and overseas markets.

Fiat would help Chrysler put together the restructuring plan Chrysler has to submit to the U.S. government by February 17.

Klegon said the U.S. Treasury had been alerted to the deal and he hoped it would approve of the agreement.

Klegon said discussions had been going on with Fiat on the product side for some time.

"I had no knowledge there was a bigger discussion going on," he said, adding the deal does not bar the automaker from other alliances.

Klegon said Chrysler's alliance with Nissan Motor Co Ltd (7201.T) that would provide small cars to Chrysler and large trucks to Nissan was still going forward, as was Chrysler's minivan production for Volkswagen AG (VOWG.DE).

Klegon did not know if Chrysler would keep all three brands, but, ultimately, that would not be the product development chief's call.

"Cerberus are the guys making the deals. They are the ones who at the end of the day negotiate with Fiat," he said. "We are obviously engaged as the operating side and the product side, but the actual deal is under Cerberus leadership."

Under the terms of the deal, which has to be approved by the U.S. government, Fiat would not pay cash for its stake in Chrysler.

Chrysler's sales tumbled 30 percent in 2008 and it ended the year with only $2 billion in cash and reliant on a government bailout to stay afloat.

Chrysler, which owns the Jeep, Dodge and Chrysler brands, is 80.1 percent owned by Cerberus, which paid $7.4 billion for its stake in 2007. Former Chrysler parent Daimler AG (DAIGn.DE) holds the rest of Chrysler and is looking to sell its stake.

Daimler has written down the value of its remaining 19.9 percent stake in Chrysler to zero.

Fiat has said it could raise its stake beyond the initial 35 percent, but that step would depend on the success of Chrysler's restructuring.

(Reporting by Poornima Gupta and David Bailey; Editing by Andre Grenon)

Mixed reviews in Congress for Fiat-Chrysler deal

WASHINGTON – Fiat's proposed deal to take a 35 percent stake in Chrysler in exchange for access to a lineup of more fuel-efficient cars received mixed reviews in Congress on Wednesday, with one lawmaker suggesting it could raise questions among taxpayers.

Sen. Bob Corker, R-Tenn., said the proposed alliance involving Chrysler, whose majority owner is New York-based private equity firm Cerberus Capital Management LP, creates "an interesting dilemma for U.S. taxpayers" in which they would essentially finance a partnership between Chrysler and a foreign automaker.

The Bush administration gave Chrysler LLC a $4 billion loan earlier this month and the automaker's finance arm received a separate $1.5 billion infusion last week to expand its lending practices. Chrysler could receive another $3 billion in loans if the Obama administration approves a restructuring plan expected to be submitted in mid-February.

"Cerberus made a bad investment and in order for them to get that investment out of their portfolio of holdings, U.S. taxpayers have had to write an $8.5 billion check to Fiat," said Corker, who urged General Motors Corp. and Chrysler to seek concessions from unions and bondholders in exchange for government financing.

"For the U.S. taxpayer, they have to be scratching their head a little bit," he said.

Despite the concerns, Corker said the agreement could strengthen Chrysler's viability plan and be "the best thing that could happen with Chrysler."

Chrysler and Fiat Group SpA announced Tuesday a nonbinding agreement to establish a global strategic alliance that would help Chrysler bring badly needed small cars to its showrooms while helping the maker of Fiat, Lancia and Alfa Romeo vehicles re-enter the American market.

Analysts noted Fiat would not be required to provide cash in the deal, but its willingness to partner with Chrysler could provide assurances to Washington about the company's long-term prospects.

The agreement "will significantly improve the chances of Chrysler paying that money back," said Rebecca Lindland, an auto industry analyst with the consulting firm IHS Global Insight.

Lindland said the deal would could give Chrysler access to markets in Russia and Brazil and help the company develop smaller, fuel-efficient cars to compliment its truck lineup.

Sen. Tom Carper, D-Del., said the deal could raise concerns among lawmakers but he noted that Chrysler already shares technology with German automaker Daimler AG, which owns 19.9 percent of the company.

"The idea of a partnership, not an ownership situation, but a partnership which allows Chrysler to enjoy and receive some technology input in return for building small cars in this country .... that may be a good idea," Carper said.

Sen. Debbie Stabenow, D-Mich., said she had not received details from Chrysler, which employs thousands of workers in her home state. "The most important thing is how are they going to structure it and will we keep jobs in the United States?" she asked.

The alliance with Fiat would be included in a viability plan to the Treasury Department, which is due by Feb. 17, and could help the company convince the government to provide an additional $3 billion in loans.

"The nonbinding term sheet with Fiat is consistent with the U.S. Treasury's requirements," Chrysler said in statement late Wednesday. "Chrysler will seek U.S. Treasury approval for this transaction under its loan agreement, as well as customary regulatory approvals."

If Chrysler fails to achieve viability by March 31, the new Obama administration could call back the $4 billion in loans, essentially pushing the company into bankruptcy.

Fiat spokesman Gualberto Ranieri said the alliance was contingent upon regulatory approvals by the Treasury Department.

Chrysler product development chief Frank Klegon told reporters in Detroit at the Automotive News World Congress that he expected an additional $3 billion in government financing to be an important part of the process for the potential alliance.

AP Auto Writer Tom Krisher in Detroit and Associated Press Writer Ariel David in Rome contributed to this report.

Chrysler And Fiat Merger

From Forbes Jerry Flint

The announced deal between Chrysler and Fiat has benefits for both, but it is not a game changer--not yet.

The alignment between Fiat of Italy and Chrysler does not exactly save Chrysler, but it gives Fiat an entry into the U.S. In short, Fiat is to get 35% of Chrysler, will not pay any cash for the stake, and it will give Chrysler access to its technology.

Fiat (nyse: FIA - news - people ) had publicly said it wanted a production base in North America for its Alfa Romeo brand--and presumably the Fiat brand, too. Through its 35% interest that it is getting in Chrysler, it would presumably have access to a U.S. plant to build its cars.

The chief executive of Fiat, Sergio Marchionne, has also worried that his company was not big enough to survive in today's world. Marchionne was born in Italy in 1952 but built his early career in Canada and has dual Canadian and Italian citizenship. Chrysler has some Canadian plants, and the Canadian autoworkers union, separated from the American UAW, has been quite cooperative in working with the industry in recent years.

So at no cash cost, Fiat may have its production base on this continent. What about Chrysler? The company has been weak technically and does not have enough money to finance the kind of new vehicle programs that Chrysler needs to stay competitive in this market.

Fiat is strong in small cars and in their engines and transmissions, as well as in luxury cars and diesel engines. Getting the technology could be a huge help for Chrysler, but the American company will still need the money and ability to create new cars even with Fiat technology.

The alliance might help Chrysler if it needs to get more money from the American government in its battle to survive.

Chrysler's strength has been in sport utility vehicles, pickup trucks and minivans. We do not know Fiat's degree of interest in these businesses. Meanwhile, another foreign maker, Nissan (nasdaq: NSANY - news - people ) (which is part of the Renault/Nissan alliance) has an agreement with Chrysler whereby Nissan is to get a version of the Dodge Ram, a big pickup, and Nissan is to build small cars destined for Chrysler....More