View:
United States securities and exchange commission logo
August 19, 2020
Richard K. Palmer
Chief Financial Officer
Fiat Chrysler Automobiles N.V.
25 St. James's Street
London SW1A 1HA
United Kingdom
Re: Fiat Chrysler
Automobiles N.V.
Registration
Statement on Form F-4
Filed July 24, 2020
File No. 333-240094
Dear Mr. Palmer:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form F-4 filed July 24, 2020
General
1. Please limit your
prospectus cover page to one page. Please see Item 501(b) of
Regulation S-K.
Background to the Merger, page 54
2. Please revise to
disclose in greater detail the negotiations regarding the material terms,
such as the amount of
the pre-merger distributions to shareholders of each company, the
exchange ratio, and the
termination fees. Include in your revisions the consideration
proposed by each party
and any counter proposals.
Richard K. Palmer
FirstName LastNameRichard K. Palmer
Fiat Chrysler Automobiles N.V.
Comapany
August 19, NameFiat
2020 Chrysler Automobiles N.V.
August
Page 2 19, 2020 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 190
3. On page F-1, you disclose that FCA will continue to work on the
separation of its holding
in Comau, which will be separated promptly following closing.
Additionally, each
company intents to distribute a 1.1 billion ordinary dividend in
2020 related to fiscal year
2019, subject to approval by each company s Board of Directors and
shareholder. Revise
to include pro forma adjustments to reflect these transactions or
disclose why pro
forma adjustments were not necessary.
Consolidated Companies
Business combinations: Acquisition of Clarion by Faurecia, page F-21
4. We note your disclosure that the "business combination was accounted
for provisionally at
December 31, 2019 as the fair values assigned to the identifiable
assets acquired and
liabilities assumed and the related goodwill may be amended within the
one-year period
following the March 2019 acquisition date." Please revise your
disclosure to indicate if
you have determined that a material adjustment will be, or has been,
made to the
provisional accounting in fiscal 2020.
Note 5.1. Revenue
Accounting Policies, Manufacturing and sales companies
Automotive segment, page F-32
5. On page 132, you disclose PSA sells its vehicles to both fleet and
retail customers through
independent dealers and its network of wholly owned dealers and
subsidiaries. In FCA's
Form 20-F, which is incorporated by reference, FCA discloses certain
fleet sales are
accounted for as operating leases and are included in vehicle sales.
Please tell us and
disclose if there are material differences in the timing or
measurement of revenue relating
to PSA's fleet customers. In this regard, confirm if the buyback
commitment policy
applies to your fleet and/or retail customers and provide further
context for these
arrangements, including the accounting guidance considered for this
policy.
Exhibits
6. Please file a revised Exhibit 8.5 that includes counsel's consent to
the use of its name in
the registration statement.
7. Please advise how you determined that the jurisdictional statements in
paragraph 4.4 of
Exhibit 8.1 and the last paragraphs of Exhibits 8.2 and 8.4 are
appropriate and
enforceable, including with respect to claims arising under the
federal securities laws.
Also, the disclaimer of liability in paragraph 4.6 of Exhibit 8.1
appears inappropriate.
Please file a revised opinion.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Richard K. Palmer
Fiat Chrysler Automobiles N.V.
August 19, 2020
Page 3
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or
Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions
regarding
comments on the financial statements and related matters. Please contact Sergio
Chinos, Staff
Attorney, at (202) 551-7844 or Geoffrey Kruczek, Staff Attorney, at (202)
551-3641 with any
other questions.
FirstName LastNameRichard K. Palmer Sincerely,
Comapany NameFiat Chrysler Automobiles N.V.
Division of
Corporation Finance
August 19, 2020 Page 3 Office of
Manufacturing
FirstName LastName