Odd but true: In the bidding for the Chrysler Group, the
dollar amounts of the purchase offers will not determine the winner.
Las Vegas billionaire Kirk Kerkorian’s $4.5
billion bid last week to acquire Chrysler falls close to rival offers by Magna
International Inc., Cerberus Capital Management and Blackstone Group.
But DaimlerChrysler isn’t going to pick a winning bid because
it’s worth a few extra dollars. Far more crucial are two other questions: Who
will preserve workers’ benefits? And who will ensure Chrysler’s long-term
health?
In this bidding contest, strip-and-flip speculators need not
apply. Perhaps mindful of his reputation as a ruthless investor, Kerkorian is
reaching out to the workers. One source says Kerkorian is offering the unions a
10 percent equity stake in Chrysler, plus a seat on the board.
In return, the UAW would have to accept concessions on
workers’ benefits.
Other bidders also are expected to propose employee stock
ownership plans, a tactic sometimes used when a unionized company restructures.
But the thorniest aspect of the deal involves retiree health care.
Chrysler’s future health care liabilities are estimated at
$16.7 billion. The bidders are asking the UAW to take responsibility for those
costs by establishing a fund called a “voluntary employee benefits association.”
The trust would be administered by the UAW, which would assume all future
financial risks.
In return, the buyer would cough up enough cash to cover
substantially more than half of those liabilities—most likely $10 billion or so,
predicts one source.
Then there’s the issue of Chrysler’s long-term future.
DaimlerChrysler has good reason to ensure the Chrysler Group’s survival. First,
the German automaker may well end up getting paid with stock in the new company,
rather than cash.
Second, DaimlerChrysler wants to avoid any legal
repercussions that would arise if the Chrysler Group fails. Would the parent
company be held responsible for workers’ pensions and benefits?
So, DaimlerChrysler CEO Dieter Zetsche must ask himself who
is best qualified to guide the future of an independent Chrysler.
Is it Cerberus’ Wolfgang Bernhard, former Chrysler COO? As
Zetsche’s one-time right-hand man, Bernhard has an intimate knowledge of the
company.
Or maybe the best strategists are Don Walker and Mark Hogan,
senior executives at Magna International. After all, they have deep knowledge of
Chrysler, Magna’s largest customer. And Magna has experience assembling
vehicles.
Don’t count out Neil Simpkins, Blackstone’s experienced
automotive deal-maker. And there’s always Jerry York, the former Chrysler Corp.
CFO who is now Kerkorian’s advisor.
The answer is critical because the winning bidder is not
necessarily the company that offers the most money upfront.
Any deal has to include major concessions from the union. And
if UAW president Ron Gettelfinger is going to sell this deal to 65,500 skeptical
workers, he must demonstrate that jobs and benefits will be protected.
It could be a tough sell. But if the winning deal includes a
stock ownership plan, Gettelfinger can remind UAW members of Chrysler’s history.
In 1981, Chrysler received an emergency government loan guarantee.
As part of that deal, the UAW granted Chrysler wage and
benefit concessions worth $1 billion. Four years later, a resurgent Chrysler
partially offset those concessions by distributing more than $550 million in
cash and stock to its 87,400 U.S. and Canadian workers.
At one point, the employees’ stock was worth 22 percent of
Chrysler.
An employee stock ownership plan is a benefit granting
employees stock in their company.
Kirk Kerkorian would offer Chrysler workers stock worth about
10 percent of the company. In 1985, Chrysler workers earned $8,000 apiece when
they cashed in Chrysler stock, which they had received in return for wage
concessions.
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Filed by David Barkholz and Bradford Wernle of Automotive News, a sister publication of
Workforce Management. To comment,
e-mail editors@workforce.com.