FCA Announces Launch of Offering of Common Shares and Offering of Mandatory Convertible Securities

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Dec 04, 2014, 05:18 ET

LONDON, December 4, 2014 /PRNewswire/ --

Fiat Chrysler Automobiles N.V. (NYSE: FCAU) ("FCA") announced today that it has launched an offering of 87 million common shares, nominal value €0.01 per share, consisting of common shares currently held by FCA as treasury shares and additional common shares that FCA intends to issue to replenish the share capital canceled in accordance with applicable law following the exercise by Fiat S.p.A. ("Fiat") shareholders of cash exit rights under Italian law in connection with the cross-border merger of Fiat into FCA. The underwriters in such offering have the option to purchase up to an additional 13 million common shares from FCA at the public offering price.

FCA also announced today that it has launched an offering of U.S.$2,500,000,000 in aggregate notional amount of mandatory convertible securities due 2016. The mandatory convertible securities will be mandatorily converted into FCA common shares at the stated mandatory conversion date unless earlier converted at the option of the holder or FCA or upon certain specified events in accordance with their terms. The mandatory convertible securities are expected to pay a coupon annually. FCA will have the option to defer payment of coupons, provided that such deferral may not extend past the mandatory conversion date of the securities. The underwriters in such offering have the option to purchase up to an additional U.S.$375,000,000 in aggregate notional amount of mandatory convertible securities from FCA. FCA's reference shareholder, Exor S.p.A. ("Exor") has indicated its intention to purchase for investment an amount of the offered mandatory convertible securities that would protect against dilution of its approximately 31 percent ownership interest in FCA's common shares. FCA expects that the underwriters will not receive any discounts or commissions relating to any mandatory convertible securities purchased by Exor.

FCA intends to use the net proceeds from the offering of common shares and the offering of mandatory convertible securities for general corporate purposes.

J.P. Morgan Securities LLC, Goldman, Sachs & Co., Barclays Capital Inc., UBS Securities LLC, Citigroup Global Markets Inc., BofA Merrill Lynch and Morgan Stanley & Co. LLC are acting as joint book-running managers of the common shares offering. The offering is being made only by means of a prospectus. Copies of the preliminary prospectus relating to the common shares may be obtained from: J.P. Morgan, Attention: J.P. Morgan Securities Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling toll-free at 1-866-803-9204; or Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282, by calling toll-free at 1-866-471-2526 or emailing: [email protected] ; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling toll-free at 1-888-603-5847 or emailing: [email protected]; or UBS Securities LLC, Attention: Prospectus Department, 299 Park Avenue, New York, New York 10171, or by calling toll-free at 1-888-827-7275.

Goldman, Sachs & Co., J.P. Morgan Securities LLC, Barclays Capital Inc., UBS Securities LLC, Citigroup Global Markets Inc., BofA Merrill Lynch and Morgan Stanley & Co. LLC are acting as joint book-running managers of the mandatory convertible securities offering. The offering is being made only by means of a prospectus. Copies of the preliminary prospectus relating to the mandatory convertible securities offering may be obtained from: Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282, by calling toll-free at 1-866-471-2526 or emailing: [email protected] ; or J.P. Morgan, Attention: J.P. Morgan Securities Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling toll-free at 1-866-803-9204.; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling toll-free at 1-888-603-5847 or emailing: [email protected]; or UBS Securities LLC, Attention: Prospectus Department, 299 Park Avenue, New York, New York 10171, or by calling toll-free at 1-888-827-7275.

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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

In member states of the European Economic Area which have implemented European Directive 2003/71/EC, as amended (the "Prospectus Directive") the offerings are only addressed to, and directed at, persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive.

This press release contains forward-looking statements. These statements are based on the Group's current expectations and projections about future events and, by their nature, are subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including: volatility and deterioration of capital and financial markets, including possibility of new Eurozone sovereign debt crisis, changes in commodity prices, changes in general economic conditions, economic growth and other changes in business conditions, weather, floods, earthquakes or other natural disasters, changes in government regulation (in each case, in Italy or abroad), production difficulties, including capacity and supply constraints, the proposed separation of Ferrari and many other risks and uncertainties, most of which are outside of the Group's control.

http://www.fcagroup.com

SOURCE Fiat Chrysler Automobiles