Chrysler Group LLC Files Registration Statement for Proposed Initial Public Offering

September 23, 2013 , Auburn Hills, Mich. - Chrysler Group LLC announced today that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the "SEC") relating to a proposed initial public offering of common shares. The number of shares to be offered and the price range for the offering have not yet been determined. The common shares to be sold in this offering are proposed to be sold by the UAW Retiree Medical Benefits Trust (the "VEBA Trust"), which has exercised demand registration rights under a shareholders' agreement with Chrysler Group LLC. The VEBA Trust will receive all of the net proceeds from this offering.

J.P. Morgan Securities LLC will be the lead book-running manager of the offering. This offering will be made only by means of a prospectus. A copy of the preliminary prospectus, when available, may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling (866) 803-9204.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Copies of the registration statement can be accessed through the SEC's website. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Chrysler Group Announces Agreement With UAW Calling for Contributions to VEBA Trust and Also Announces a Special Distribution

January 1, 2014 , Auburn Hills, Mich. - Chrysler Group and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the "UAW") have agreed to a memorandum of understanding to supplement Chrysler Group's existing collective bargaining agreement. Under the MoU, Chrysler Group will provide additional contributions to the VEBA Trust of an aggregate of $700 million in four equal annual installments. The initial payment will be made on closing of a transaction in which the VEBA Trust will sell to Fiat North America, one of Fiat's wholly owned subsidiaries, all of the VEBA Trust's equity interest in Chrysler. Additional payments of $175 million will be payable on each of the next three anniversaries of the initial payment. Chrysler Group expects to fund the initial contribution to the VEBA Trust from available cash on hand.

In consideration for these contributions, the UAW will agree to certain commitments to continue to support the industrial operations at Chrysler Group and the further implementation of the Fiat-Chrysler alliance, including to use best efforts to cooperate in the continued roll-out of Fiat-Chrysler World Class Manufacturing programs, actively participate in benchmarking efforts associated with implementation of these programs across all of Fiat-Chrysler manufacturing sites to ensure objective performance assessments and provide for proper application of WCM principles and actively assist in the achievement of the Group's long-term business plan.

The Chrysler Group Board of Directors has also determined to support the declaration and payment by Chrysler Group of a special distribution in an aggregate amount of approximately $1,900 million,1 subject to the Board completing its diligence and receiving independent assurance regarding the distribution payment capacity of Chrysler Group, a process that management expects will be completed on or before January 20, 2014
Fiat to acquire remaining equity interests in Chrysler Group LLC from VEBA Trust.

Now that Fiat has finalized a deal to purchase the outstanding shares of Chrysler owned by the United Auto Workers' VEBA retiree heathcare fund without having to file for an IPO, you can count the Italian automaker's stockholders among the happy. The Detroit News reports that Fiat stock closed Thursday with a 12-percent gain for the day on the Borsa Italiana, having been up by as much as 15.8 percent during the day's trading, at prices not seen since mid-2011. One trader reasoned the run was because Fiat "paid less than the market had expected and there will be no capital increase to fund this."

But there are some who worry, including bank analysts and unions. The final price of the stake will be $4.35 billion – $1.9 billion in cash from Chrysler, $1.75 billion from Fiat and extraordinary dividends in the amount of $700 million paid over three years. Adding that sum to its ledger will raise Fiat's debt level to roughly 10 billion euros ($13.8 billion), which Citibank says will make it the most indebted OEM in Europe.

Italian unions are also concerned about what the deal means for the future. Fiat CEO Sergio Marchionne has had an at-times contentious relationship with both unions and the Italian government over the future of Italian manufacturing, a fact that makes headlines because Fiat is Italy's largest private employer. At least two left-leaning unions have publicly called on Fiat to give guarantees and to explain what the deal means for its Italian operations, while a centrist union argues this is "good news for Fiat workers, for the auto industry and for our country."

Marchionne has said the deal, set to close January 20, "will go down in the history books." He's probably right, with the question being how will it go down. Now that he can gain some access to Chrysler's $10-billion-plus cash reserve, if he can steer Fiat's European operations out of their doldrums through new investment and new models, finish putting the polish on Chrysler's product and move into new markets, then his name will join that of Ford CEO Alan Mulally atop the discussion about how the US auto industry recovered from The Great Recession. If it doesn't work, his name might yet end up opposite Mulally's. Nevertheless, he's done enough so far to earn some leeway; as another analyst told Reuters, "He's not getting any exposure to European recovery. The U.S. asset is not as good as its peers and needs money spent on it. Marchionne has shown he can get the job done but I'm still buying a dream."

Sergio Marchionne is the CEO of Fiat, which as you may have heard, has finally worked up a deal to finish acquiring the Chrysler Group after months of bargaining with the United Auto Workers and its VEBA healthcare trust, which owned just over 40 percent of the American brand. Where was Marchionne when the deal was finally hammered out? Well, not tucked away in a frigid Detroit board room until the wee hours of the morning.

Nope, one of the largest deals in automotive history was reportedly hammered out on the beach – at the home of a banker, in the Florida resort town of Vero Beach. Marchionne traveled to the home of Alain Lebec, a senior managing director at Brock Capital LLC, one of the advisory companies for the VEBA fund, where both sides met to make final arrangements in the $4.35-billion exchange. The location of the final deal, though, is nearly as remarkable as the pace with which it came about.

According to anonymous sources pinned down by Automotive News Europe, before the meeting, the two sides were meeting in Detroit as recently as December 19, which is where Fiat made one of its final revised offers. Naturally, the VEBA made a counter offer, which led Marchionne to initiate the Vero Beach meeting.

From there, at the house of Lebec, the final $4.35-billion figure – which sits between the Fiat offer and the VEBA counteroffer – was agreed upon. The results of that December 28 meeting, which according to ANE lasted about four hours past sunset, were approved by the Fiat board the next day, and the deal's announcement was scheduled for January 1.

The small details of the deal haven't quite been hammered out, with some sources telling ANE that a timeline for the official Fiat/Chrysler merger likely won't be arranged until later this month. Still, the simple fact that this deal happened so quickly and outside of a traditional Detroit atmosphere makes it all the more incredible.