Fiat Chrysler Races Ahead With Ferrari IPO And Spinoff

Posters featuring its iconic speedsters grace the walls of teenagers’ bedrooms around the world.  Now, fans will have a chance to own a piece of the company.  Management is busy on the road this week promoting an IPO of Ferrari. The company, 90% of which is owned by Fiat Chrysler(FCAU), will, naturally, trade under the ticker RACE.  The IPO will float 10% of the company’s shares at a price between $48 and $52, giving the company a market cap of nearly $10 billion. In addition to the $1 billion Fiat Chrysler will raise from the sale, Ferrari will be giving the parent an additional $3.2 billion, funded by new borrowing, prior to the separation.  Fiat Chrysler will distribute the remaining shares to shareholders sometime next year. The remaining 10% of Ferrari will continued to be owned by Piero Lardi Ferrari, son of founder Enzo Ferrari.

The IPO, which is expected to take place in the second half of October, will be of a Netherlands-based holding company, currently(creatively) named New Business Netherlands,N.V., which will be renamed Ferrari,N.V. prior to the offering’s completion.  Through a “loyalty voting program”, Fiat’s controlling Agnelli family and Ferrari will have majority voting control.

We have a loyalty voting program. Investors who purchase common shares in the offering may elect to participate in our loyalty voting program by registering their common shares in our loyalty share register and holding them for three years. The loyalty voting program effectively awards two votes for each qualifying common share by means of the issue of special voting shares. See “The Ferrari Shares, Articles of Association and Terms and Conditions of the Special Voting Shares” for additional information including terms and conditions relating to our loyalty voting program. We expect that FCA and Piero Ferrari, our minority shareholder, will participate in our loyalty voting program and, upon completion of this offering, will effectively hold two votes for each of their common shares. FCA shareholders that participate in FCA’s loyalty voting program will be entitled to participate on the same basis in our loyalty voting program effective upon the separation.

Post-IPO Ferrari will attempt to grow its annual sales 40-50% from 2014’s 7200 vehicles sold without impacting the exclusivity that enhances the brand’s allure. Fiat Chrysler, which has been desperately pushing a combination with General Motors(GM), despite being completely rebuffed, will use the proceeds to strengthen its global competitive position.

Disclosure: The author holds no shares of any stock mentioned