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<blockquote data-quote="SoonerP226" data-source="post: 2110198" data-attributes="member: 26737"><p>First, let me back up a step--when I talked about a reading comprehension problem, I was willing to admit that I was misunderstanding, as well. No offense is intended, and if any was taken, please accept my apologies.</p><p></p><p>The gobbledygook is mostly the arcana required to keep from getting your hide nailed to the wall by the SEC. When they say "fully diluted shares," they're covering themselves on the percentages quoted; if some investors exercise stock options, f'rinstance, they could change the absolute number of shares in the company, which would change the percentages quoted. (I'm not sure exactly how that would work, but I think it's something like a big investor exercising an option to convert 10,000 shares of Class A stock into 100,000 shares of Class B stock, or something like that.) It wouldn't change the absolute number of shares that Fiat bought from the two gov'ts, but it would change the percentage of stock that Fiat now controls--which is important, because the main message of the release was that the purchase gave them more than 50% of the stock, which put them completely in control of Chrysler. </p><p></p><p>What they're saying by "completed the acquisition" is that they bought all of the stock owned by the Canadian gov't and the US Treasury, and that stock, at the time of the statement, amounted to 7.5% of the company's stock, giving them the controlling interest in Chrysler. (Essentially, they're saying, "we own Chrysler, bitches.") That point is further reinforced by the article you linked--the author was saying "that's all we're going to get" because the Treasury no longer owns any stock (if they did, it could, in theory, be sold later to recover more of the investment) and the loans were repaid (or at least decreed to be repaid). In short, the Treasury no longer has any stake Chrysler, and thus has no way to claim any more money from them.</p><p></p><p>I'm not sure about the 5%, but I'm guessing that may have been an option to buy more of the stock held by Cerberus Capital (which bought Chrysler from Daimler-Benz before the bankruptcy), but I don't know for sure. </p><p></p><p>The VEBA is the Voluntary Employee Benefits Association, which, in this case, is controlled by the Chrysler unions (I think there are three VEBAs, one for the employees and retirees of each of the Detroit 3, but it has been some time since I studied this). The '08 contract negotiations between the unions and Ford, GM, and Chrysler took place in the shadow of the looming bankruptcies of GM and Chrysler, and to help insure the viability of the Detroit 3, they set up the VEBAs to assume the pension and benefits liabilities of the union employees and retirees. Under the contract, the Detroit 3 each agreed to pay beaucoup bucks to fund the VEBAs and get that tremendous burden off their books. As I recall, Ford mostly paid cash, but GM and Chrysler paid largely in stock; this is Fiat's notice that their purchase contract includes the option to buy up to 40% of the stock originally owned by the VEBA.</p></blockquote><p></p>
[QUOTE="SoonerP226, post: 2110198, member: 26737"] First, let me back up a step--when I talked about a reading comprehension problem, I was willing to admit that I was misunderstanding, as well. No offense is intended, and if any was taken, please accept my apologies. The gobbledygook is mostly the arcana required to keep from getting your hide nailed to the wall by the SEC. When they say "fully diluted shares," they're covering themselves on the percentages quoted; if some investors exercise stock options, f'rinstance, they could change the absolute number of shares in the company, which would change the percentages quoted. (I'm not sure exactly how that would work, but I think it's something like a big investor exercising an option to convert 10,000 shares of Class A stock into 100,000 shares of Class B stock, or something like that.) It wouldn't change the absolute number of shares that Fiat bought from the two gov'ts, but it would change the percentage of stock that Fiat now controls--which is important, because the main message of the release was that the purchase gave them more than 50% of the stock, which put them completely in control of Chrysler. What they're saying by "completed the acquisition" is that they bought all of the stock owned by the Canadian gov't and the US Treasury, and that stock, at the time of the statement, amounted to 7.5% of the company's stock, giving them the controlling interest in Chrysler. (Essentially, they're saying, "we own Chrysler, bitches.") That point is further reinforced by the article you linked--the author was saying "that's all we're going to get" because the Treasury no longer owns any stock (if they did, it could, in theory, be sold later to recover more of the investment) and the loans were repaid (or at least decreed to be repaid). In short, the Treasury no longer has any stake Chrysler, and thus has no way to claim any more money from them. I'm not sure about the 5%, but I'm guessing that may have been an option to buy more of the stock held by Cerberus Capital (which bought Chrysler from Daimler-Benz before the bankruptcy), but I don't know for sure. The VEBA is the Voluntary Employee Benefits Association, which, in this case, is controlled by the Chrysler unions (I think there are three VEBAs, one for the employees and retirees of each of the Detroit 3, but it has been some time since I studied this). The '08 contract negotiations between the unions and Ford, GM, and Chrysler took place in the shadow of the looming bankruptcies of GM and Chrysler, and to help insure the viability of the Detroit 3, they set up the VEBAs to assume the pension and benefits liabilities of the union employees and retirees. Under the contract, the Detroit 3 each agreed to pay beaucoup bucks to fund the VEBAs and get that tremendous burden off their books. As I recall, Ford mostly paid cash, but GM and Chrysler paid largely in stock; this is Fiat's notice that their purchase contract includes the option to buy up to 40% of the stock originally owned by the VEBA. [/QUOTE]
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