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http://www.sec.gov/Archives/edgar/data/1605484/000119312514433602/d755216df1a.htm

 

Starting pg 11:

 

FCA shares: 87M

Additional: 13M

 

Search for "Conversion Rate" to get to the convertible bond part of the prospectus.

 

Convertible issue might reach 2.875 bn in total, from prosp: "to purchase up to $2,875,000,000 of our Mandatory Convertible Securities":

 

Conversion rates still unknown.

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As always, I am incredibly impressed by Marchionne.

 

(1) Forced to buy back shares at €7.727 b/c of Italian law

(2) Throws out the information about a Ferrari spin-off

(3) Grabs 10% of the market value of the Ferrari spin-off

(4) Dividends €2.25 billion to FCA before the split

(4) Boosts the share price to €11.18 before re-offering shares

 

So in a few months, he's raised roughly €4 billion. Add in the mandatory convertible bond, and he's raised close to $7.5 billion.

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As always, I am incredibly impressed by Marchionne.

 

(1) Forced to buy back shares at €7.727 b/c of Italian law

(2) Throws out the information about a Ferrari spin-off

(3) Grabs 10% of the market value of the Ferrari spin-off

(4) Dividends €2.25 billion to FCA before the split

(4) Boosts the share price to €11.18 before re-offering shares

 

So in a few months, he's raised roughly €4 billion. Add in the mandatory convertible bond, and he's raised close to $7.5 billion.

 

And bought twice in the past six months for himself in the open market + a boatload of exercised options :)

 

Ferrari has some cash though and receivables so wouldn't count the whole 2.25 billion as raised cash for FCA, but I agree he has very much impressed once again. His personal stake and relationship with Elkann makes me feel more confident that unnecessary dilution (not saying this was unnecessary btw) can be avoided in the future. A great great CEO he has been for Fiat and Chrysler.

 

 

 

 

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What are the big risks with Fiat and GM? They're the cheapest companies I've found, but I'm concerned that given where we are in the cycle, we could be nearing peak earnings (though peak earnings could last for a few years). Given their lower multiples, I don't think the downside is significant, but maybe I'm wrong.

 

They're both in a tremendously competitive industry with huge capex needs, labor pressures, and recall issues. The major issues are always cyclical (too much capacity, too much competition, labor negotiations, recessionary periods), so I wonder if they're as cheap as they appear given the capex required to survive in the industry and the fact that we're in one of the best auto periods ever.

 

Edit: Could the price swings be related to the share offering?

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anything to explain price action today

 

I don't know when the convertible bond is being offered. If it's today, then convert traders who got the bond need to sell stocks to hedge their risk. Convertible bond act like a bond + equity call option. When convert traders got the convert bond, they usually will sell the bond portion and keep the call option, and sell stock to hedge.

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anything to explain price action today

 

I don't know when the convertible bond is being offered. If it's today, then convert traders who got the bond need to sell stocks to hedge their risk. Convertible bond act like a bond + equity call option. When convert traders got the convert bond, they usually will sell the bond portion and keep the call option, and sell stock to hedge.

 

The shared and converts are being priced today after the close so they haven't been received yet and the price hadn't been set for traders to have an exposure to hedge unless if they just wanted a running start to lock in the price prior to receiving it.

 

I hate to even bring up conspiracy, but would it be too far from the realm of possibility that people are pushing the price down for a more favorable fill? This high volume the day prior, and of, the deal pricing on no negative news seems strange.

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Picked up a few shares at $11.5. Don't think there is any possible reason for these big downward movements besides the convert and the offering, so seems to me that it's a great opportunity to add on the cheap. 

 

My only worry (and only reason I didn't buy more) is that I'm not very familiar with convert arb situations like this (and you have the offering on top of that!), so I am kind of struggling to understand the time frame of how long the placement should be impacting share price. Anyone smarter than me have an idea of the time frame here?

 

If one is of the opinion that FCAU is deeply undervalued (and I am) I don't see a reason not to add here, unless you think we'll see it move even lower in the next few days. I'll be looking to add as much as I can before the Ferrari spin

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Anyone buying the common?

 

Yea - i picked up a few more at 11.79 as well. Even with an auto slow down, I think Fiat is still cheap. Certainly excited to see the dynamics play out for the Ferrari spin off, though I think I agree with Merkhet that the real opportunity could be in Fiat ex-Ferrari.

 

Why aren't there more free standing super-car companies? Seems like most of them are tucked into a fold oof some stodgy, old, car-for-the-masses company. Any reason for this and should be we concerned by a stand-alone Ferrari?

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Why aren't there more free standing super-car companies? Seems like most of them are tucked into a fold oof some stodgy, old, car-for-the-masses company. Any reason for this and should be we concerned by a stand-alone Ferrari?

 

It might not stand alone for a long time.

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What are the big risks with Fiat and GM? They're the cheapest companies I've found, but I'm concerned that given where we are in the cycle, we could be nearing peak earnings (though peak earnings could last for a few years). Given their lower multiples, I don't think the downside is significant, but maybe I'm wrong.

 

They're both in a tremendously competitive industry with huge capex needs, labor pressures, and recall issues. The major issues are always cyclical (too much capacity, too much competition, labor negotiations, recessionary periods), so I wonder if they're as cheap as they appear given the capex required to survive in the industry and the fact that we're in one of the best auto periods ever.

 

Edit: Could the price swings be related to the share offering?

 

Wbr had a good post in the GM-thread about how to think about the saar cycle and the cyclicality of the auto biz. The biz is not some dreamlike perfect steady stream of never ending profits, but companies like that rarely get priced at low single digit multiples of EBIT, at least as far as I know of. And don't forget a big part of the "best auto period ever" in terms of profitability is related to cost and not revenue.

 

That being said one perhaps under appreciated/under mentioned risk with FCAU is the likelihood of the spinoff being cancelled now after they have raised cash and the announcement partially has filled its purpose. I think it is very unlikely but the risk ain't 0.

 

Pros to cancelling: cash flow from Ferrari still within the group

Cons to cancelling: no cash from IPO, Sergio/Elkann have a lot of shares, pissing off shareholders, no moving debt to FerrariCo/special distribution

 

And the manufacturing cooperation should be able to continue regardless of Ferrari being a standalone company since Sergio (chairman and large owner) and Elkann (v large owner) will still run the company.

 

Would be glad to see more discussion on other business risk.

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hmm….

http://www.fcagroup.com/en-US/media_center/fca_press_release/FiatDocuments/2014/december/FCA_prices_offering_of_common_shares_and_offering_of_mandatory_convertible_securities.pdf

 

I'm a bit disappointed at the share sale @ $11/share and the converts at a range from $11 to 13/share given where the common has been trading the last month, the solid November numbers and the Ferrari IPO.

 

Any positive spin to this?

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What would you have considered a fair price for the convertible? I would have liked a range of 13 - 15.

 

The thing is of course is that the underwriting banks favor a lower price fork (11 - 13) as this facilitates the placing of convertible (helping them to get it off their books as fast as possible). I wonder what the market expected that both the issue price & exchange rate would have been.. The current reaction seems to have priced in an exchange ratio of +15 or something..

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hmm….

http://www.fcagroup.com/en-US/media_center/fca_press_release/FiatDocuments/2014/december/FCA_prices_offering_of_common_shares_and_offering_of_mandatory_convertible_securities.pdf

 

I'm a bit disappointed at the share sale @ $11/share and the converts at a range from $11 to 13/share given where the common has been trading the last month, the solid November numbers and the Ferrari IPO.

 

Any positive spin to this?

 

I dunno, maybe they are leaving money on the table for their friends on the street. But I'm pretty much stretching it to come to that conclusion, it's the best I've got and probably blindly optimistic.

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