January 21, 2014 , Turin, Italy – Fiat S.p.A. (“Fiat”) through its wholly owned subsidiary, Fiat North America LLC (“FNA”) today completed its previously announced acquisition of all of the VEBA Trust’s[1] membership interests in Chrysler Group LLC (“Chrysler Group”). Chrysler Group is now a wholly-owned subsidiary of Fiat. The consideration for the acquisition consisted of:
a special distribution paid by Chrysler Group on January 21, 2014 of U.S.$1,900 million (FNA directed its portion of the special distribution to the VEBA Trust as part of the purchase consideration); and
a cash payment by FNA to the VEBA Trust of U.S.$1,750 million.
Fiat funded the U.S.$1,750 million payment from available cash on hand. Chrysler Group funded the special distribution from available cash on hand.
CHRYSLER GROUP ENTERS INTO AGREEMENT WITH UAW TO MAKE CONTRIBUTIONS TO VEBA TRUST AND PAYS A SPECIAL DISTRIBUTION
January 21, 2014 , Auburn Hills, Mich. – As previously announced, Chrysler Group and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the “UAW”) have entered into 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. Chrysler Group made the initial payment today contemporaneously with the closing of a transaction between a wholly-owned subsidiary of Fiat and the VEBA Trust in which Chrysler Group became a wholly owned subsidiary of Fiat.
Additionally, Chrysler Group paid a special distribution to its members in an aggregate amount of $1,900 million.(1)
(1) FNA’s portion of the special distribution was paid to the VEBA Trust as part of the purchase consideration for its acquisition of the VEBA Trust’s equity interest in Chrysler Group.
As previously announced, contemporaneously with the transactions described above, Chrysler Group and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the “UAW”) entered into a memorandum of understanding under Chrysler Group’s existing collective bargaining agreements to provide for additional contributions by Chrysler Group to the VEBA Trust of an aggregate of U.S.$700 million in four equal annual installments, the first of which was paid in connection with closing of the transaction with Fiat.
As part of the transactions and as promptly as practicable, FNA and the VEBA Trust will dismiss with prejudice the proceedings before the Delaware Court of Chancery with respect to the interpretation of the call option agreement.
[1] The UAW Retiree Medical Benefits Trust, a Voluntary Employees’ Beneficiary Association, an independently administered trust established to pay health care benefits for retirees from Chrysler