Chrysler Files Registration Statement

Chrysler Group LLC filed Form 10-12G today to register certan securities. Here is an extract: Item 10. Recent Sales of Unregistered Securities. We were formed as a Delaware limited liability company in April 2009. In connection with the closing of the 363 Transaction on June 10, 2009 and the transactions contemplated by the Master Transaction Agreement, we issued 676,924 Class A Membership Interests to several holding companies that are wholly-owned by the VEBA Trust, 200,000 Class B Membership Interests and related call options to Fiat North America LLC, 98,461 Class A Membership Interests to the U.S. Treasury, and 24,615 Class A Membership Interests to the Canadian Government. The call options issued to Fiat provide the right to acquire additional Class A Membership Interests in an amount representing an aggregate of up to 51 percent of the total Membership Interests in the Company (together with the Class B Membership Interests), and are exercisable at a price that equals the Company Equity Value (as defined in the LLC Operating Agreement) for the Membership Interests in the Company. Our issuance of these Membership Interests and related call options was in consideration of the transactions contemplated by the Master Transaction Agreement and related transaction agreements, including among other things, the VEBA Trust Settlement Agreement, the first lien credit agreement with U.S. Treasury, the EDC credit facility and Fiat’s contributions pursuant to the Master Industrial Agreement. Each of the foregoing issuances was made by us in a transaction not involving a public offering pursuant to an exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof. Item 11. Description of Registrant’s Securities to be Registered The securities to be registered are our Class B Membership Interests, which we refer to in this Registration Statement, collectively with our Class A Membership Interests, as our Membership Interests. The rights of the Membership Interests are set forth in our LLC Operating Agreement. The following description of the rights of the holder of our Class B Membership Interests is a summary and is qualified in its entirety by reference to our LLC Operating Agreement, which is incorporated by reference into this Registration Statement. We have filed our LLC Operating Agreement as an exhibit to this Registration Statement. Our LLC Operating Agreement, to which all of our members are parties, governs the rights and privileges associated with the Membership Interests we have issued to our members, arrangements for the possible issuance of additional Membership Interests in certain circumstances, distributions to holders of our Membership Interests, management and oversight of our business and operations, restrictions on transferability of Membership Interests and the reporting of financial and other information to our members. The following descriptions are summaries of the material terms of the Class B Membership Interests, as well as the Class A Membership Interests, the rights of which may affect the Class B Membership Interests as set forth in our LLC Operating Agreement as currently in effect as well as certain agreements among our members. Copies of these instruments, which should be read in full for a complete understanding, are filed as exhibits to this Registration Statement. We have two authorized classes of Membership Interests. Our Class B Membership Interests, which are being registered under this Registration Statement, were originally issued to and are held by Fiat. Our Class A Membership Interests were originally issued to and are held by the U.S. Treasury, a company owned by the Canadian Government and several special purpose corporations formed and owned by the VEBA Trust. The holders of our Membership Interests are not liable to us to make any additional capital contributions with respect to such interests (except as otherwise required by Section 18-607 and 18-804 of the Delaware Limited Liability Company Act, or LLC Act). No holder of our Membership Interests is entitled to redemption rights. Rights to Receive Allocations and Distributions The holder of Class B Membership Interests shares proportionately in our net income or loss and is entitled to receive distributions from us. Upon liquidation, the holder of our Class B Membership Interests may be entitled to share ratably with the holders of our Class A Membership Interests in our remaining assets after accounting for: (i) the costs and expenses of any winding up, liquidation and termination of us; (ii) payment to our creditors; and (iii) establishment of the necessary reserves to meet any and all of our contingent and unforeseen liabilities or obligations. Prior to our repayment in full of our obligations under our credit facilities with the U.S. Treasury and EDC, no distributions are to be made in respect of Membership Interests other than distributions made pro rata to members such that no member receives less than such member’s Tax Amount (as defined in the LLC Operating Agreement). See Item 2. Financial Information–Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources–Chrysler Group–Credit Facilities and Certain Indebtedness. Voting Rights The holder of our Class B Membership Interests is entitled to vote along with holders of our Class A Membership Units on any and all matters that would require approval of the members under our LLC Operating Agreement. Specific provision has been made for election of directors as described below.



'Chrysler Files Registration Statement' has no comments

Be the first to comment this post!

Would you like to share your thoughts?

Your email address will not be published.