(c) 2013, Bloomberg News.
(c) 2013, Bloomberg News.
SOUTHFIELD, Mich. — Fiat is set to gain the upper hand in negotiations to buy a health-care trust's holding in Chrysler if the final value for the American carmaker remains around the level currently being discussed.
Bank advisers are considering a valuation of about $10 billion for Chrysler, people with knowledge of the matter said. That would make the 41.5 percent of Chrysler owned by the United Auto Workers trust worth $4.15 billion, less than what analysts have expected Fiat to pay.
The trust and Fiat — Chrysler's majority shareholder — are disputing the company's value as Sergio Marchionne, chief executive officer of both carmakers, seeks to buy the UAW's stake. The trust is working to determine whether to sell its holding to Fiat directly or press forward with an initial public offering as soon as next month, said the people, who asked not to be identified because the information is private.
"It's going in Marchionne's direction," said Sascha Gommel, a Frankfurt-based analyst at Commerzbank. "It's in the interest of both parties to avoid an IPO. In the end, the most likely scenario is that Fiat takes the remaining stake."
Fiat stock has climbed 56 percent this year, valuing the Italian automaker at 7.4 billion euros ($10 billion).
Investment banks working on the IPO have considered a range from $9 billion to $16 billion, said one of the people. The advisers are currently focusing on a range of about $10 billion to $11 billion for the IPO, said another person. Talks are fluid and the final number could change.
At that level, Chrysler would be priced at 6 times trailing 12-month earnings, data compiled by Bloomberg show. That compares with 8.6 times for General Motors Co. and 12 times at Ford Motor Co., the data show. Elon Musk's electric-car maker Tesla Motors Inc., which has a market capitalization of about $15 billion, hasn't posted an annual profit.
Marchionne has offered the trust at least $1 billion less than what the labor group is asking, and said the UAW "should buy a ticket for the lottery" if it wants $5 billion or more.
"Fiat may offer a premium over the IPO price and still close deal at lower price than expected," said Emanuele Vizzini, chief investment officer at Investitori Sgr in Milan who manages $2.5 billion. "It could also help Fiat to buy the holding without a capital increase."
The IPO process could give the sides a new basis for negotiation, and Fiat is ready to begin talks with the UAW as soon as the price range is public, two people said. Chrysler may begin formal meetings with potential IPO investors the first week of December, and would outline the valuation in a regulatory filing before that, said the people.
"One of the things I hope is that it will become very clear exactly what the markets think Chrysler is worth, which is the only real reference point," Marchionne told reporters last month. "There's a pretty clear process that leads to the IPO, and it places clear road markers that can be recognized by both sides."
Marchionne has been trying for four years to combine the companies and forge an automaker better able to compete with larger rivals. Chrysler, based in Auburn Hills, Michigan, has reported 43 straight monthly U.S. sales gains and two consecutive annual profits, buoyed by a recovery in U.S. car sales to pre-recession levels.
"Without a full integration, Chrysler doesn't achieve the potential cost savings it could if it were wholly folded into the Fiat organization," Richard Hilgert, an analyst with Morningstar in Chicago, said in an interview. "These two companies need to be fully integrated to be a globally competitive automaker."
The IPO value may be below what Chrysler is worth in a sale to Fiat, which already owns 58.5 percent of the U.S. company, because stock investors typically demand a discount that reflects the risk of buying into a new share sale. The trust, which is the only seller of shares in the IPO, may not proceed with the offering if the valuation is too low, two people said.
The possibility that the IPO could be called off — because of a sale agreement or if the trust balks at a too-low valuation — may turn off some potential investors.
"There's a huge number of IPOs out there, and my time is the most valuable thing I have," said Tim Cunningham, a fund manager who looks for IPO opportunities to include in the $91 billion in assets overseen by his firm, Thornburg Investment Management Inc. "There's always value in doing the work and understanding the company better, but it's hard when you don't get the payoff or the option to invest."
JPMorgan Chase & Co. and Bank of America Corp. are leading the offering, with Goldman Sachs Group Inc., Morgan Stanley, Barclays Plc and UBS also serving as underwriters, people with knowledge of the matter said. Deutsche Bank AG is advising the union, another person said.
Spokesmen for Turin, Italy-based Fiat, Chrysler, the UAW and the investment banks declined to comment.
With the IPO, Marchionne finds himself in the position of running the company that's being listed and also the controlling shareholder that's opposed to the IPO or, at the very least, wants a low valuation for the company he's pitching.
In a recent meeting with prospective investors, Marchionne highlighted his awkward dual-CEO-role during the share sale preparations. Asked by an investor about Fiat, he jokingly said, according to a person briefed on the meeting, "You'll have to ask the Fiat CEO. I think I just saw him in the lobby."
The trust needs to maximize the value of its stake to pay for retirees' medical care. It estimated in a filing last month that those costs will be $3.1 billion more than its assets are worth. Marchionne is eager to avoid over-paying so the carmakers have as much money as possible to invest in new vehicles.
Control of Chrysler would give Fiat access to the U.S. company's $11.5 billion in cash to help fund a turnaround in Europe, where the Italian company is wading through a deep downturn. Profits from Chrysler have made up for Fiat's losses on the continent, where auto sales are running at the slowest pace in 20 years.
The two entities received their stakes as part of Chrysler's 2009 government-backed bankruptcy. While Fiat has the right to buy the trust's stake for about $6 billion, Marchionne has said that he's seeking to pay much less. The two sides have taken their dispute over the valuation of some of the stake to court in Delaware.
_ With assistance from David Welch in New York.