Chrysler Chapter 11 reorganization

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Chrysler LLC and twenty-four of its affiliated subsidiaries filed a consolidated petition for bankruptcy on April 30, 2009, with the federal bankruptcy court in New York.[1][2] The court filing occurred upon failure of the company to come to agreement with its creditors for an outside-of-bankruptcy restructuring plan, by the April 30 deadline mandated by the federal government.

At the time, Chrysler was controlled by the private investment company Cerberus Capital Management which, along with other investors, purchased a majority stake in 2007.[3]

Initial court proceedings[edit]

On Sunday, May 31, 2009, bankruptcy judge Arthur J. Gonzalez approved a proposed government restructuring plan and sale of Chrysler's assets. The sale allows most of the assets of Chrysler to be purchased by a new entity in which Fiat would own 20%, and the autoworker's union retirement health care trust (voluntary benefit association "VEBA") 55%, with the U.S. and Canadian government as minority stakeholders. Secured bondholders would receive 29 cents on the dollar for their claims.[4] The sale was appealed to the New York circuit court, which affirmed the sale on June 5, 2009. The dissident Indiana pension plan bondholders appealed again to the U.S. Supreme Court to block the sale. The U.S. 2nd circuit appeals court stayed its decision, pending a response from the Supreme Court, until 4 pm, June 8, 2009.[4][5]

On June 8, 2009, Supreme Court Associate Justice Ruth Bader Ginsburg, who handles emergency motions arising from the United States Appeals Court for the Second Circuit, in a one-sentence order, temporarily stayed the orders of the bankruptcy judge allowing the sale, pending further order by Justice Ginsburg or the Supreme Court.[6]

On June 9, 2009, the Supreme Court published its denial of the applications for a stay of the sale from the three Indiana funds, allowing the sale of assets to "New Chrysler" to proceed.[7][8]

According to the two-page decision and order, the Indiana funds "have not carried the burden" of demonstrating that the Supreme Court needed to intervene.[7] The U.S. Department of the Treasury issued a statement saying: "We are gratified that not a single court that reviewed this matter, including the U.S. Supreme, found any fault whatsoever with the handling of this matter by either Chrysler or the U.S. government."[7] The proposed sale of assets is scheduled to close on June 10, 2009, when the money to finance the deal is wired by the government. Fiat will receive equity in the New Chrysler through its contribution of automobile platforms as a base for a new line of Chrysler cars.[7]

On June 10, 2009, the sale of most of Chrysler assets to "New Chrysler", formally known as Chrysler Group LLC was completed. The federal government financed the deal with US$ 6.6 billion in financing, paid to the "Old Chrysler", formerly known as Chrysler LLC and currently named Old Carco LLC.

The transfer does not include eight manufacturing locations, nor many parcels of real estate, nor equipment leases. Contracts with 789 U.S. auto dealerships, who are being dropped, were not transferred.[9][10]

Pre-bankruptcy negotiations with Fiat[edit]

On January 20, 2009, Fiat S.p.A. and Chrysler LLC announced that they had a non-binding term sheet to form a global alliance. Under the terms of the potential agreement, Fiat could take a 35% stake in Chrysler and gain access to its North American dealer network in exchange for providing Chrysler with the platform to build smaller, more fuel-efficient vehicles in the U.S. and a reciprocal access to Fiat's global distribution network.[11]

Agreement with labor unions[edit]

By mid-April, as talks intensified between the two automakers to reach an agreement by a government-imposed deadline of April 30, Fiat's proposed initial stake was reported to be 20% with some influence on the structure of top management of the company.[12]

However, Fiat had warned that there would be no agreement if Chrysler failed to reach an agreement with the UAW and the Canadian Auto Workers' Union. On April 26, 2009, it appeared as if Chrysler had reached a deal with the unions which would meet federal requirements, though details were not made available. Chrysler said the union agreement "provides the framework needed to ensure manufacturing competitiveness and helps to meet the guidelines set forth by the U.S. Treasury Department."[13]

Bankruptcy filing[edit]

Chrysler filed for chapter 11 bankruptcy protection at the Federal Bankruptcy Court of the Southern District of New York, on April 30, 2009, and announced an alliance with Fiat.[1][14][2][15]

Both the White House and Chrysler expressed hope for a "surgical" bankruptcy lasting 30 to 60 days, with the result of reducing the company's liabilities and post-bankruptcy emergence in stronger financial shape. The submitted court documents indicated that there would be a reorganization plan presented to the court in 120 days, on August 28, 2009. A White House official indicated that the government would provide debtor-in-possession financing for between US$ 3 billion to US$ 3.5 billion, and upon a completion of Chrysler bankruptcy restructuring and court proceedings, the company would be eligible to receive up to US$ 4.5 billion in financing to resume operations, for total of US$ 8 billion of government support. Prior to the bankruptcy filing, Chrysler had received US$ 4.5 billion in financing from the U.S. government, under a George W. Bush administration plan, in December 2008, after Congress declined to approve legislation to provide federal loans.[2][16] A new company will be formed to acquire the assets of Chrysler, which will be known as New CarCo Acquisition LLC.[2]

Plant operations suspended[edit]

Chrysler announced on the day of the bankruptcy filing that during the restructuring it would cease most manufacturing operations on May 4, 2009, and resume production "when the transaction is completed, which is anticipated within 30 to 60 days."[2][16]

On May 1, the two assembly plants in Canada, Brampton Assembly and Windsor Assembly, both located in Ontario, were shut down indefinitely. The shut downs affect about 2,700 and 4,400 employees, respectively. A Chrysler parts plant in Etobicoke, Toronto will operate until May 10, when it will be shut down, affecting 300 employees.[17]

Chrysler attorneys said eight of the company's factories, including five with a total of 4800 employees closing in 2010, would not be part of the Fiat deal. The company also announced the retirement of president and vice chairman Tom LaSorda.

Documents showed that the Sterling Heights, Michigan plant, the Detroit Conner Avenue plant and the St. Louis North plant would close, along with the Twinsburg, Ohio parts-stamping plant and the Kenosha, Wisconsin engine plant.

The St. Louis South plant and a Newark, Delaware plant were already closed and should not be sold to Fiat. Work from the Detroit axle plant, also not part of the Fiat deal, was moving to Port Huron, Michigan. The eight plants would be leased by "new Chrysler" and then closed in 2010. As many employees as possible would be offered jobs at other Chrysler plants.[18]

Initially approved motions[edit]

Federal bankruptcy judge Arthur J. Gonzalez approved six motions at a May 1 hearing. At the next hearing on May 4, attorneys were expected to ask Gonzalez for permission to use the $4.5 billion the company had already received from the U.S. and Canadian governments to let the company continue operations. Also expected at the same hearing was a request for a date to sell assets to "new Chrysler." No other bids were expected, but documents showed attempts at deals with dozens of companies, including Nissan-Renault, Toyota, Honda, Volkswagen and General Motors. Banks possessing 70 percent of Chrysler debt agreed to be paid 29 cents on the dollar. But some hedge funds and other creditors that failed to agree with proposed pre-bankruptcy restructuring of debt have yet to approve of the debt restructuring proposed in initial court bankruptcy motions.[18] A health care trust fund owned by the United Auto Workers is proposed to own a 55% stake in the new Chrysler.[19]

Procedure to sell assets approved[edit]

In a setback to the arguments of hold-out creditors, primarily made up of investment firms, Judge Gonzalez on May 5, 2009 approved proposed bidding procedures that would likely lead to Chrysler's sale of assets to an entity in which Fiat is a major owner. The lawyer for the dissident creditors holding US$ 300 million of a total US$ 6.9 billion of secured debt in Chrysler argued that proposed sale procedures preclude other potential bidders. The plan is for several major Chrysler assets to be sold to a new entity jointly owned by the United Automobile Workers Union health care trust fund, Fiat, and the United States and Canadian governments.[20][21]

Dealership closures[edit]

On May 14, 2009 Chrysler filed with the bankruptcy court to terminate the dealership agreements of 789, or about 25% of its dealerships.[22]

Sale to "New Chrysler"[edit]

On Sunday, May 31, 2009, bankruptcy Judge Arthur J. Gonzalez approved a proposed plan, rejecting more than 300 filed objections to the sale. The sale allows of most of the assets of Chrysler to be purchased by new entity in which Fiat would own 20%, the autoworker's union retirement health care trust (voluntary benefit association "VEBA") 55%; the U.S. Government and Canadian government would be minority stakeholders. Secured bondholders would receive 29 cents on the dollar for their claims.[4][5]

A group of dissident Indiana pension fund secured bondholders immediately appealed Gonzalez's decision, to the 2nd Circuit Court of Appeals in New York; the appeal is known as Indiana State Police Pension Trust v. Chrysler. The plaintiffs claimed that the Department of the Treasury treated Chrysler's secured creditors in a manner that is contrary to that called for under U.S. bankruptcy law, that it is the first time in the history of more than 150 years of American bankruptcy law when secured creditors received less than unsecured creditors, and that it violated the Fifth Amendment's clause that private property cannot be taken without due process of law.[23] The funds include teachers and police officers funds, holding about $42.5 million in face value of Chrysler's $6.9 billion in secured debt; the secured debt has priority for repayment. Holders of 92 percent of that class of debt agreed to a proposed government that would exchange debt for a value of 29 cents on the dollar. The Indiana funds obtained their bonds in July 2008 at 43 cents per the dollar of face value.[4][5]

The federal appeals court on June 5, 2009 affirmed the decision to approve the sale of its assets, and gave objecting bondholders until Monday June 8, 2009 to obtain a stay of the re-affirmed decision permitting the sale to be completed.[4][5]

On June 8, 2009, Supreme Court Associate Justice Ruth Bader Ginsburg, who is assigned to emergency motions arising from the United States Appeals Court for the Second Circuit, in a one-sentence order, stayed the orders of the bankruptcy judge allowing the sale, pending further order by Justice Ginsburg or the Supreme Court.[6] Fiat had the right to withdraw from the deal if it does not close by June 15; however, the head of Fiat said it "would never walk away" from the Chrysler deal, even if it did not close by June 15.[24] According to U.S. government lawyers, Fiat walking away would leave Chrysler without a viable purchase plan and result in a likely liquidation.[6]

On June 9, 2009, the Supreme Court published its denial of the applications for a stay of the sale from the three Indiana funds, allowing the sale of assets to "New Chrysler" to proceed.[7][8]

According to the two-page decision and order, the Indiana funds "have not carried the burden" of demonstrating that the Supreme Court needed to intervene.[7] The U.S. Department of the Treasury issued a statement saying: "We are gratified that not a single court that reviewed this matter, including the U.S. Supreme, found any fault whatsoever with the handling of this matter by either Chrysler or the U.S. government."[7] The proposed sale of assets is scheduled to close on Wednesday, June 10, 2009, when the money to finance the deal is wired by the government. Fiat will receive equity in the New Chrysler through its contribution of automobile platforms as a base for a new line of Chrysler cars.[7]

On June 10, 2009, the sale of most of Chrysler assets to "New Chrysler", formally known as Chrysler Group LLC was completed. The federal government financed the deal with US$ 6.6 billion in financing, paid to the "Old Chrysler", formerly named Chrysler LLC and now currently named Old Carco LLC.

The transfer does not include eight manufacturing locations, nor many parcels of real estate, nor equipment leases. Contracts with 789 U.S. auto dealerships, which are being dropped, were not transferred.[9][10]

Initial equity structure[edit]

Initially, the percentages of equity ownership in Chrysler Group LLC are: Fiat, 20 percent; U.S. government, 9.85 percent; Canadian government, 2.46 percent; and the UAW retiree medical fund 67.69 percent, according to bankruptcy court documents.[25]

See also[edit]

References[edit]

  1. ^ a b Epiq Systems – Chrysler Restructuring (Access to Chrysler LLC press releases and court filings. The original bankruptcy filing papers indicate Chrysler is a client of Epiq systems, which is apparently managing the bankruptcy documents process.)
  2. ^ a b c d e "Chrysler Bankruptcy Filing" (PDF). The New York Times. April 30, 2009. Retrieved May 1, 2009.  The bankruptcy filing and related documents submitted by Chrysler to the United States Bankruptcy Court of the Southern District of New York. On page 4 and 5 of the bankruptcy petition, the list of subsidiaries was included with the consolidated petition:
    Chrysler LLC Case No.: 09-50002
    Related Debtors:
    Chrysler Aviation Inc. Case No.: 09-50003
    Chrysler Dutch Holding LLC Case No.: 09-50004
    Chrysler Dutch Investment LLC Case No.: 09-50005
    Chrysler Dutch Operating Group LLC Case No.: 09-50006
    Chrysler Institute of Engineering Case No.: 09-50007
    Chrysler International Corporation Case No.: 09-50008
    Chrysler International Limited, LLC Case No.: 09-50009
    Chrysler International Services, S.A. Case No.: 09-50010
    Chrysler Motors LLC Case No.: 09-50011
    Chrysler Realty Company LLC Case No.: 09-50000
    Chrysler Service Contracts Inc. Case No.: 09-50013
    Chrysler Service Contracts Florida, Inc. Case No.: 09-50012
    Chrysler Technologies Middle East Ltd. Case No.: 09-50014
    Chrysler Transport Inc. Case No.: 09-50015
    Chrysler Vans LLC Case No.: 09-50016
    DCC 929, Inc. Case No.: 09-50017
    Dealer Capital, Inc. Case No.: 09-50018
    Global Electric Motorcars, LLC Case No.: 09-50019
    NEV Mobile Service, LLC Case No.: 09-50020
    NEV Service, LLC Case No.: 09-50021
    Peapod Mobility LLC Case No.: 09-50001
    TPF Asset, LLC Case No.: 09-50022
    TPF Note, LLC Case No.: 09-50023
    Utility Assets LLC Case No.: 09-50024
  3. ^ Story, Louise (December 5, 2008). "Chrysler’s friends in high places". The New York Times. Retrieved 2009-05-03. 
  4. ^ a b c d e de la MERCED, Michael J. (June 5, 2009). "Appeals Court Refuses to Block Chrysler's Sale". The New York Times. Retrieved June 7, 2009. 
  5. ^ a b c d "Supreme Court Asked to Block Chrysler Deal". The New York Times. Associated Press. June 6, 2009. Retrieved June 7, 2009. 
  6. ^ a b c de la MERCED, Michael J. (June 8, 2009). "Supreme Court Delays Sale of Chrysler to Fiat". The New York Times. Retrieved June 8, 2009. 
  7. ^ a b c d e f g h de la Merced, Michael J. (June 9, 2009). "Supreme Court Clears Way for the Sale of Chrysler to Fiat". The New York Times. Retrieved June 9, 2009. 
  8. ^ a b per Curiam (June 9, 2009). "Indiana State Police Pension Trust, et al, v Chrysler LLC, et al, On Applications for Stay". Slip Opinion (Supreme Court of the United States Supreme Court (via New York Times)). Retrieved June 9, 2009. 
  9. ^ a b de la Mercel, Michael; Micheline Maynard (June 10, 2009). "Swift Overhaul Moves Ahead as Fiat Acquires Chrysler Assets". The New York Times. Retrieved June 10, 2009. 
  10. ^ a b Forden, Sara Gay; Mike Ramsey (June 10, 2009). "Fiat Said to Buy Chrysler Assets Today to Form New Automaker". Bloomberg. Retrieved June 10, 2009. 
  11. ^ Krisher, Tom (January 20, 2009). "Fiat deal could give Chrysler small-car technology" (URL). Google News. Associated Press. Retrieved January 20, 2009. 
  12. ^ Kim, Soyoung (April 13, 2009). "Chrysler, Fiat discuss new management and board: report". Reuters. Retrieved 2009-04-30. 
  13. ^ Chrysler and Union Agree to Deal Before Federal Deadline. The New York Times, April 26, 2009. Retrieved April 27, 2009.
  14. ^ Gupta, Poornima (February 9, 2009). "WRAPUP 12-Chrysler files for bankruptcy; inks Fiat deal". Reuters. Retrieved 2009-05-01. 
  15. ^ Office of the Press Secretary (April 30, 2009). "Obama Administration Auto Restructuring Initiative; Chrysler-Fiat Alliance". Press Release (Executive office of the President). Retrieved May 5, 2009. 
  16. ^ a b Maynard, Micheline (May 1, 2009 – Published April 30, 2009). "'Surgical' Bankruptcy Is Set for Chrysler". The New York Times. Retrieved May 1, 2009. 
  17. ^ "Chrysler Canada assembly plants shut down". Canadian Broadcasting Corporation. May 1, 2009. Retrieved 2009-05-01. 
  18. ^ a b "Deal's first steps begin – Chrysler will sell its assets to Fiat; five plants to close". Associated Press. May 2, 2009. Retrieved May 2, 2009. [dead link]
  19. ^ de la Merced, Michael J. (April 30, 2009). "Dealbook: A Road Map to a Chrysler Bankruptcy". The New York Times. Retrieved May 5, 2009. 
  20. ^ de la Merced, Michael; Jonathan D. Glater (May 5, 2009). "Plan to Sell Chrysler to Fiat Clears Bar". The New York Times. Retrieved May 6, 2009. 
  21. ^ Sorkin, Andrew Ross (editor) (May 6, 2009). "Meet the Chrysler Holdouts". The New York Times. Retrieved May 6, 2009. 
  22. ^ Valdes-Dapena, Peter; Senior, Cnnmoney.Com (May 14, 2009). "Chrysler closing 789 dealerships". CNN Money. Retrieved 2009-05-16. 
  23. ^ Interview With Richard Mourdock, Human Events, June 1, 2009
  24. ^ Savage, David G.; Jim Puzzanghera (June 8, 2009). "Chrysler sale to Fiat stalled by Supreme Court". The Baltimore Sun. Retrieved 2009-06-09. 
  25. ^ Globe Wire Services (June 11, 2009). "Fiat seals deal for Chrysler stake". Boston Globe. Retrieved June 11, 2009. 

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