Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2014
Commission File No. 001-36675
FIAT CHRYSLER
AUTOMOBILES N.V.
(Translation of Registrants Name Into English)
Fiat House
240 Bath Road
Slough SL1 4DX
United Kingdom
Tel. No.: +44
(0) 1753 519581
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing
the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b): N/A
The following exhibits are furnished herewith:
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Exhibit 99.1 |
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Press release, dated December 10, 2014, titled: FCA prices offering of common shares and offering of mandatory convertible securities |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Date: December 11, 2014 |
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FIAT CHRYSLER AUTOMOBILES N.V. |
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By: |
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/s/ Richard K. Palmer |
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Name: |
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Richard K. Palmer |
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Title: |
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Chief Financial Officer |
Index of Exhibits
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Exhibit Number |
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Description of Exhibit |
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99.1 |
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Press release, dated December 10, 2014, titled: FCA prices offering of common shares and offering of mandatory convertible securities |
Exhibit 99.1
Exhibit 99.1
Press Release
FCA prices offering of common shares and offering of mandatory convertible securities
Fiat Chrysler Automobiles N.V. (NYSE: FCAU) (FCA) announced today that it has priced an offering of 87 million common shares, nominal
value 0.01 per share, consisting of the 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 common shares to be sold in the offering
will be sold at a public offering price of U.S.$11.00 per common share. The underwriters in such offering have the option to purchase up to an additional 13 million common shares from FCA.
FCA also announced today that it has priced an offering of U.S.$2,500,000,000 in aggregate notional amount of mandatory convertible securities due 2016.
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. The mandatory convertible securities will be issued at 100% of the notional
amount and will be mandatorily converted into FCA common shares on December 15, 2016 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 will pay a coupon of 7.875% per annum on the notional amount, payable annually, on December 15, 2015 and 2016, which may, at FCAs discretion, be paid in common shares of FCA at the mandatory conversion date. FCA will have
the option to defer payment of coupons, provided that such deferral may not extend past the mandatory conversion date. The mandatory convertible securities will be issued in denominations of U.S.$100 per mandatory convertible security. The maximum
conversion rate of the mandatory convertible securities will be 9.0909 common shares per mandatory convertible security and the minimum conversion rate will be 7.7369 common shares per mandatory convertible security, in each case subject to
adjustment in certain circumstances. FCAs reference shareholder, Exor S.p.A. (Exor) has agreed to purchase for investment U.S.$886 million in aggregate notional amount of mandatory convertible securities to preserve its
approximately 30 percent fully-diluted ownership interest in FCAs common shares. Exors diluted ownership interest in FCAs Common Shares will be approximately 29.5 percent if the over-allotment options in both offerings are
exercised in full. The underwriters will not receive any discounts or commissions relating to any mandatory convertible securities purchased by Exor.
For further information:
Tel.: +39 (011) 00
63088
Email: mediarelations@fcagroup.com
www.fcagroup.com
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
final 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: prospectus-ny@ny.email.gs.com; 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: Barclaysprospectus@broadridge.com; 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 final 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: prospectus-ny@ny.email.gs.com; 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: Barclaysprospectus@broadridge.com; 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 and was declared effective on December 10, 2014.
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.
London, 10 December 2014
This press release contains forward-looking statements. These statements are based on the Groups
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 Groups control.