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U.S. Senator son asks John Elkann to fire Mary Barra for FCA-GM Merger ,sell Italian units to PSA

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AlexB

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The Senator son name is Adam Wyden (son of Senator Ron Wyden(D) of Oregon) who has his Hedge Fund called "ADW Capital" which (apparently) been a FCA shareholder since (at least) the offical Merger of Fiat and Chrysler.

Dear John Elkann and the Board of Directors of Fiat Chrysler Automobiles, N.V. (FCAU),
As you are aware, ADW Capital Management, LLC and its affiliates ("We") are and have been committed, long-term owners of shares in Fiat Chrysler Automobiles, N.V. ("FCA" or "the Company").

We would like to begin this letter by applauding this management team and Board of Directors for their hard work over the years. To say FCA has set a high bar for the entire automobile industry would be a major understatement. From the turnaround of the legacy Fiat business over a decade ago, to the massively successful acquisition of Chrysler – and the Company's effective deleveraging thereafter, to the recent spinoffs/IPOs of CNH and Ferrari, this management team and Board of Directors' operational track record is unrivaled.
While we are extremely pleased with the results the Company has delivered over the years, we believe the market's perception of FCA as a struggling turnaround has persisted – and is clearly reflected in the Company's current valuation. The facts connected with the matter make it undeniable. Today, while FCA has premium brands which are secularly growing, the strongest balance sheet and highest growth profile of all US OEMs – the Company trades at a significant discount to its closest peers, GM and Ford.
Below, we will set forth the steps the Board could take to eliminate the "turnaround valuation" and allow the Company to deliver best-in-class shareholder returns.
Narrowing the U.S OEM Valuation Disconnect
Today, the Company is stronger than it has ever been. With record NAFTA margins, continued market share gains, untapped international growth opportunities for its premium brands and over €8bn in net cash Pro-forma for the Magneti Marelli sale, we believe that FCA is the best positioned OEM in the world. While the Company has had its fair share of challenges to overcome in the past, the story today is entirely different and must be valued accordingly.

We have identified several opportunities the Board can take to narrow the valuation gap relative to Ford and GM:
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The Case for OEM Consolidation
The enormous value created for shareholders by combining Fiat and Chrysler nearly ten years ago is indisputable. Sergio so candidly expressed this in his "Confessions of a Capital Junkie" presentation, "Capital consumption rate by OEMs is unacceptable—it is duplicative, does not deliver real value to consumers and is pure economic waste." We believe that Sergio's thoughts on consolidation are more relevant than ever. Being the only rational/ROIC focused OEM in the world, FCA can and must take advantage of this opportunity today.
If history is any indicator of the past, OEM consolidation is bound to happen again. Your chairman John Elkann highlights the importance of consolidation in his 2015 EXOR letter to shareholders, "If we look at the defense industry in the US, which is certainly complex: prime contractors have gone from 16 to 6 from 1980 to 2010 driving ROIC from 10% to 40%. Or at the pharma business, which went through massive consolidation: the top 20 before 1995 became 11, with ROIC increasing from 34% to 50%. The sad reality is that the ROIC in the car business – a 'modest' 7.8% in 2014 - is far distant even from the numbers these industries started with before consolidation." Clearly, the benefits of OEM consolidation are too large to ignore but you need to remind the proper constituencies of the massive economic value and corresponding waste in the industry.
While we believe it would make sense for FCA to merge with either of its North American peers – it is clear to us that the most attractive OEM today would be GM.
The math related to a merger of FCA and GM is jaw-dropping. The Fiat and Chrysler merger created ~2% in total cost savings on sales per annum from 2010-2014. In Sergio's "Confessions of a Capital Junkie", he estimates that an OEM merger today would lead to €4.5bn of total cost savings PER ANNUM over four years.
These cost savings would be derived from shared platform development, SG&A leverage, elimination of budget duplication for powertrains and optimized manufacturing investments & production allocation.
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Wyden estimates that FCA-GM can do over $40 billion of EBIT in U$D with the stock PE multiplied at 12 times, and to fire Mary Barra using GM Shareholder to install a new GM Board who would support FCA-GM Merger and will fire Mary ASAP:
Finally, in the case GM are unwilling to sit down and discuss this opportunity – we believe there would still be an opportunity for FCA to "force them to the negotiating table." In fact, given the extremely attractive potential to create enormous long-term value, FCA can easily partner with a large GM/Ford shareholder or "activist" to advocate a merger. Simply, we are confident that a fact-based discussion and use of common sense around long-term value creation with either GM or Ford would make the case for a merger unquestionable. Furthermore, we believe the current political environment, which is supportive of productivity and efficiency, provides the perfect opportunity for FCA to begin engaging with GM or Ford. Most importantly, the vast majority of the synergies realized through consolidation are non-employee facing. The cost savings are largely duplicative R&D and platform – and do not affect line workers. In fact, a stronger and less wasteful industry that is more profitable and consumes less capital allows for safer and higher income jobs over time.
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As for the Italian operations well:
We believe there is a substantial opportunity for FCA to eliminate its valuation disconnect by "reshuffling the deck." Bluntly speaking, today's collection of assets under the FCA umbrella make no sense from a strategic or industrial point of view. In fact, the Company can create enormous shareholder value if some of these assets were separated/merged:
  1. As previously mentioned, while we recognize the sentimental and historical importance of the Fiat Brand, we believe the most logical path forward would be to spinoff/merge it with a European strategic. It is irrefutable that EMEA is a structurally lower margin/ROIC business. Simply put, the time/effort needed to run this business efficiently would be better used in our profitable/growth markets. As Sergio once said, "I look at return on invested time, forget about invested capital, return on invested time and the effort that's required to make EMEA reasonably profitable, not excessively profitable but reasonably profitable, one would have to wonder why one is doing it, because it is fraught with difficulty. It is an incredibly complex jigsaw puzzle" – Q1 2018 FCA Earnings Call. We believe this asset would be of significant interest to many mass market European OEMs. The most notable of these is Peugeot. With the successful acquisition and turnaround of GM's European business recently, Peugeot has demonstrated the enormous synergies that can be achieved with scale in this market. We believe the Fiat/EMEA business would be extremely valuable to them. In the case this opportunity is pursued, the Proforma FCA would be a higher margin Western Hemisphere/American pure play – focused on its highly profitable NAFTA business and growth internationally.
  2. For the Company to eliminate the valuation disconnect this Board must first recognize the importance of changing its investor base. It is clear to us that the current investor base – consisting mostly of European investors, is not recognizing the value/importance of FCA's burgeoning and secularly growing American brands. These investors are overly focused on FCA's EMEA market and heavily discounting the secular growth/success the Company has had with Jeep and RAM in the NAFTA market.
    We believe this issue is unintentionally self-inflicted and can easily be fixed. Today, while 95% of FCA's profits are generated in NAFTA – the majority of which are derived from Jeep and RAM, most U.S Index funds/Mutual Funds are unable to own shares in FCA given its lack of GAAP financials – which can be easily remedied. It is our understanding that the major bottleneck the Company has to US index constitution (ex. SP 500, SP 500 Value, Russell 1000, Russell 3000) – all indices GM is in, is the lack of US GAAP financials. Simply, if FCA issued U.S GAAP financials, the Company would then be able to file 10Ks/Qs – which would expand the universe of potential forced and unforced buyers who can only own stocks in certain indices. Qualitatively, given U.S investors operate within NAFTA and understand the market and the Company's primary products and profit drivers, they can ultimately assign a more appropriate valuation for our Company – comparable to that of GM and Ford's. In fact, not only would these investors value FCA for its differentiated secular growth/brands but could potentially trade out of Ford and GM if "they have to own auto somewhere." By fixing GAAP/index constitution, we also invite the swath of U.S income investors seeking a high dividend yield on a small payout ratio and durable/growing earnings. We believe this is low-hanging fruit that can significantly narrow the valuation gap without material operational risk.
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Merge FCA-GM would be called "JEEPRAM" followed by an Alliance with PSA.
BTW, He wants Manley to be more in person meetings with Investors and Analysts, too.
Thoughts?: https://www.prnewswire.com/news-rel...rsue-value-creation-strategies-300746687.html

One thing I want to really stress is due to FCA's stock structure, none of these suggestions can become reality without the direction/approval of John Elkann.
 
AlexB said:
You don't think the "JEEPRAM" (name of merged FCA-GM) can't make $40 billion before Interest & taxes?
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I think the GM ship is continuing to flounder. Merging FCA with GM will not cure the systemic problems that have brought the latter to this point, it will only paper them over for a short time. The forced sale of the Fiat, Alfa Romeo, and Maserati smacks of blind nativism and serves no valid business purpose. This will not magically put new cars in Chrysler’s showrooms. This will not reverse the global trend away from sedans. This will not strengthen either company for the coming downturn, it will only distract them from competing in the global marketplace.
 
So according to him FCA is doomed.:eek:

Of-course that I can not agree with him.

This is in my opinion completely the opposite of what will Mike Manley try to do.
Keep all operation except Comau and Teksid.
Make all regions profitable. You know. When next economic downturn comes most likely it will not hit all regions at the same time. At the time of largest European crises US could start its recovery and vice versa. China could walk away unscathed.

So I agree with Manley. Make Europe and China profitable.

On the other hand this investor is suggesting to make a company even more dependent on North America.
 
Bili said:
So according to him FCA is doomed.:eek:

Of-course that I can not agree with him.

This is in my opinion completely the opposite of what will Mike Manley try to do.
Keep all operation except Comau and Teksid.
Make all regions profitable. You know. When next economic downturn comes most likely it will not hit all regions at the same time. At the time of largest European crises US could start its recovery and vice versa. China could walk away unscathed.

So I agree with Manley. Make Europe and China profitable.

On the other hand this investor is suggesting to make a company even more dependent on North America.
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Wow....I didn't get that vibe from ANYTHING he wrote. He's positioning FCA as the "best in market". His presentation of jettisoning FIAT and acknowledging that FCA is CURRENTLY North American dependent isn't a "suggestion" in the sense you mean. He still wants growth in China and other overseas markets for Jeep and RAM.

Man....I'm really questioning reading comprehension on what is a pretty typical shareholder letter....
 
Correct in some aspects, incorrect on others.

Correct -

1) GM is floundering
2) FCA is significantly undervalued
3) Mary Barra should be fired

Incorrect

1) Merging FCA and GM would produce value
2) Cost saving assumptions
3) Competitive fitness would increase. The integration aspects would be hugely disruptive and could seriously impair the company if this is attempted and the economy then goes into recession
 
HotCarNut said:
Wow....I didn't get that vibe from ANYTHING he wrote. He's positioning FCA as the "best in market". His presentation of jettisoning FIAT and acknowledging that FCA is CURRENTLY North American dependent isn't a "suggestion" in the sense you mean. He still wants growth in China and other overseas markets for Jeep and RAM.

Man....I'm really questioning reading comprehension on what is a pretty typical shareholder letter....
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Excellent.

SUV market is in Fall in China.

Ram is a big no on China.

So please explain me how can Jeep Ram Automobiles be successful in China?
 
Bili said:
Excellent.

SUV market is in Fall in China.

Ram is a big no on China.

So please explain me how can Jeep Ram Automobiles be successful in China?
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RAM also has commercial vehicles (currently based on FIAT commercial designs) that WOULD play well in China. Don't focus on just the pickups....
 
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