GM and Chrysler: Deal or No Deal?

ChevyTahoeindex.JPGWe just learned that you literally can't order a cup of coffee on Wall Street without hearing talk about a possible combination of General Motors and Chrysler. It's a treacherous block-and-a-half of icy sidewalks (remember, some of us DealBreakers are still on crutches) to the Starbucks on Wall Street, and we passed two different groups of people openly discussing the rumors. And forget about the line inside Starbucks. Was anyone talking about anything else? (The weather doesn't count. But, to be frank, they were also talking about airlines.)

So let's face it. This is all a bit premature. The Germans have just begun considering what they might do with Chrysler. There's no doubt the Daimler-Chrysler merger has not worked out as hoped. And surely Daimler wants to do something big with Chrysler. But it seems very early to speculate on an acquisition by General Motors since Daimler doesn't even seem sure it wants to spin-off Chrysler. It has said it won't rule anything out but right now it's announced plans are an internal restructuring.

Of course, hardly anyone buys that the announced restructuring will go far enough to turn around the troubled Chrysler division. So something bigger must be in the offing, right? But spinning off Chrysler poses more than a couple of problems. First, no-one really knows how to price Chrysler's US business as a stand alone entity. It's got earnings of $61 billion but took a sizeable loss last year. And as hot as the domestic US auto-parts business might be these days—helped out by a declining dollar making US manufacturing relatively cheaper—there really aren't that many people clamoring to get into the business of designing, making and selling cars and trucks. Even Kirk Kerkorian seems to have thrown in the towel.

Let's face it. If you are a private equity shop with a couple of billion in your pocket, do you get into the parts business with multiple customers or do you put all your eggs in one basket and pick up an entire auto-manufacturer? And do you really want to pick-up all those union, health-care and pension legacy costs? When the union strikes, do you want them boycotting the goods of every company in your portfolio?

And this is probably one reason the idea of a combination with General Motors won't go away. Because if Daimler is selling, there probably aren't all that many potential buyers. The New York Times story on a possible joint venture between Chrysler and General Motors involving a big SUV at least tells us that Rick Wagonner is talking to the Germans. (An aside: apparently, US car-makers still spend a lot of their time thinking about those SUVs. Now they just want them all to be hybrids.)

The story is being pushed most heavily by the Detroit auto press and rumor mill, especially Automotive News—folks who actually know a lot about what goes on in Auburn Hills, Flint and all those other Detroit-y places where cars are made. A lot of the speculation to be based on the fact that General Motors replied to questions about the possible merger with a terse "no comment." But this seems to rest in part on a misunderstanding of the disclosure rules governing public comments by publicly held corporations. The board and management of General Motors probably have fiduciary duties to at least consider the possibility of combining with Chrysler—just as they had a duty to consider proposals last year coming from Carlos Ghosn about a three way GM-Nissan-Renault deal. That produced a lot of sound and fury, but signified nothing much. Here GM probably can't say "no way, no how" right off the bat. But they can't say much else either without issuing a press release and filing it with securities regulators.

Would the deal make sense? We're hardly auto-industry experts but we can rattle off some more problems with the deal off the top of our caffeine-and-oxycodone addled brains. Take the potential dealership glut. What are they going to do with all those GM and Chrysler's sales shops? Surely there's way too much geographic overlap. (But then again, how much is this property worth? Maybe there's some hidden real-estate value here.) And when did "bigger and bigger" become the future of US manufacturing? Is that the lesson we think GM learned from watching Chrysler's combination with Daimler-Benz?

Another problem: GM boss Rick Wagoner is a tightwad. Remember the outsized dowry he and the GM board demanded from Ghosn when they considered the combination with Nissan-Renault? How much would GM pay up for Chrysler? When we called one of our banker friends to ask for a valuation on what GM might pay for Chrysler, he joked that GM might ask Daimler to pay them to take it off their hands.

Want to hear something really devious? Here's the most under-handed "explanation" we've heard so far. And remember, this is all blind speculation by people who are prone to paranoid speculation (albeit people who have made a considerable amount of money trading on paranoid speculation). Here goes: the whole SUV joint venture has been a ruse to feel out Daimler's dedication to Chrysler and to fish around for possible plans to sell to a GM rival. GM learned that Daimler was talking to someone—possibly Ghosn—and floated the GM-Chrysler merger rumors through the Detroit press to scare off the rivals. Too scheming? As the saying goes, we report (the unsubstantiated, irresponsible speculation), you decide (based on your own prejudices and gut-feelings).

But all this leaves us with a couple of questions: anyone know what Ghosn's been up to lately? Where's he been having meetings?

Comments

1

Posted by Fast Fred , Feb 16, 2007 4:30PM

Dealers are typically franchisees, Chrysler and GM wouldn't care so much about overlap. Nor would they benefit from money made off the real estate....

2

Posted by Ryan (in Detroit) , Feb 16, 2007 4:40PM

"Would the deal make sense? We're hardly auto-industry experts but we can rattle off some more problems with the deal off the top of our caffeine-and-oxycodone addled brains. Take the potential dealership glut. What are they going to do with all those GM and Chrysler's sales shops? Surely there's way too much geographic overlap. (But then again, how much is this property worth? Maybe there's some hidden real-estate value here.)"

One reason there's not Kmart Holdings Corporation rationale here is that GM & the Chrysler Group do not own their dealerships, much less the land underneath them.

I do not believe these talks will progress beyond collaboration on a specific program or two. As for the rationale for combination that some investment-banking-fee-tantalized consultant might be pushing on a very high level:

GM is working hard to ameliorate the situation, but - in essence - it is still a company with a fixed cost structure befitting one with a much larger grasp of the North American light vehicle marketplace. Also, because of the legacy costs associated with once having been in control of a larger portion of the market, its fixed costs as a percentage of sales are higher than the Chrysler Group unit's of DaimlerChrysler. The acquisition makes no sense on marketing grounds, but I can see the lure in GM purchasing a company with a much firmer grip on fixed costs. They would be purchasing Chrysler's revenues, variable costs, fixed costs (lesser fixed costs as % of revenue). Therefore, mathematics alone reduces the combined entity's fixed costs as a % of revenue, plus: they see glaring opportunities to cut fixed costs even further via integration, product development / R&D spend, etc. Also, plant consolidation / rationalization. From a product perspective, GM access to minivans (which they are about to jettison), GM access to body-on-frame SUVs (which they are about to jettison), DCX access to advanced displacement-on-demand and other powertrain technologies, etc.

These efforts (such as closing Moraine, OH and putting GMT360 replacements into Jefferson North) would bring fixed costs down further.

In essence, you would artificially return "GM" to a position in the marketplace much more suitable to their fixed cost structure. GM is a very heavily leveraged company (especially as they are currently operating near their break-even point). GM in the past had historically been very profitable (as recently as the 1980s when they controlled 40% of the market).

From a DOJ perspective, GM has about 23% of the market, Ford about 17%, and Chrysler Group about 14%. At this point, a combined GM+Ford+Chrysler Group would only command 54% of the market (and will undoubtedly head lower). That's about what GM had in the 1960s!

Anyhow, this is not to say this merger will go through. No, it just goes to show how some might be pitching it. In the end, it will be examined and dismissed. The Chrysler Group is likely on the block, feelers are being given to the major players in the industry and it is incumbent upon GM to consider the proposition before ultimately dismissing. They will return to the same logic they did in declining to join the Renault-Nissan alliance: that GM's first priority should be to merge with itself (GMNA, GME, GMAP, GMLAAM) - not an outsider.

3

Posted by John Carney , Feb 16, 2007 5:01PM

Ryan,

This is great stuff. Thanks for posting it here. And thanks for the clarification on the real estate angle. Very helpful.

Have a great weekend!

4

Posted by Ray Wert , Feb 16, 2007 5:29PM

"But this seems to rest in part on a misunderstanding of the disclosure rules governing public comments by publicly held corporations. The board and management of General Motors probably have fiduciary duties to at least consider the possibility of combining with Chrysler—just as they had a duty to consider proposals last year coming from Carlos Ghosn about a three way GM-Nissan-Renault deal. That produced a lot of sound and fury, but signified nothing much. Here GM probably can't say *no way, no how* right off the bat. But they can't say much else either without issuing a press release and filing it with securities regulators."

Actually, we understood the difference between a *no comment* and a *now Ray, you know if those talks were going on we'd not be able to tell you either way because the SEC will fine the hell out of us.* ;)

5

Posted by John Carney , Feb 16, 2007 5:38PM

Ray! Of course we know you know the difference. In fact, your posts have all been admirably skeptical. But I do think that's what got some other people all hopped up on the idea.

6

Posted by Ray Wert , Feb 16, 2007 5:45PM

Ahh, i think I did one of those "jump to conclusion" things again. Crud. ;-)

7

Posted by Thad Haines , Feb 16, 2007 10:46PM

This is all great info. Thank you. My biggest question about all this is a pretty simplistic one, just how profitable will it be for either company? Generally speaking, these are for all intensive purposes, rival entities. With each having their own loyal customer base, this posiable merger will surely drive them away from both sides. Will there be enough new consumer support for this to even work?

8

Posted by The Car Geek , Feb 16, 2007 11:03PM

Part of what makes American auto manufactures great is the cross town rivalry. GM vs Ford vs Mopar. Part of what sells cars in America is brand loyalty. When you blatantly cross those boundary lines it waters down the company and makes for awkward branding. Imagine a Dodge Ram with a Vortec V8 or a Chevy Silverado with a Hemi. At what point will the GM and Mopar fans loose their loyalty and perhaps move on to Fords? I don't think I would be interested in buying a Camaro that is in some way related to a Challenger. Isn't that what we would see? GM is looking to streamline its company, and this seems to be working. If this merger did happen, GM cargo liners and redundant chassis would need to be phased out. So with former rivals now sharing a common blood line, why not just drive a pure bred Mustang or F-150? The idea of buying a Chevy with Mopar parts is just as off-putting to this GM fan as buying a Ford, so I don't know why I wouldn't just buy an equivalent Ford. I can only imagine how the Mopar guys feel.

9

Posted by Bill , Feb 18, 2007 10:55PM

I think the outcome will be an IPO of Chrysler with GM, Hundayi and private equity groups picking up the majority of the offering.

10

Posted by Swarfblog , Feb 26, 2007 5:13PM

We now have the news that Daimler-Chrysler wants a divorce. Shocking.

One more stupid merger falls apart because the people couldn’t get along. The Germans thought Detroit built crappy cars, and the Chrysler folk thought the Mercedes men dissed them. The hapless Dr. Z commercials were so discordant with American sensibilities even Beyoncé hood ornaments could not have saved the lines.

About the only way GM could buy Chrysler would be to trade its interest in Delphi for it. Marrying Ford and Chrysler would be a match between Alzheimer patients. Toyota needs Chrysler like it needs a UAW contract, and Carlos Ghosn now has a toothache at Renault.

Chrysler is as sick as a metropolitan newspaper, which means that there are buyers on Wall Street who smell blood and money, but not in Autoland. Kirk Kerkorian might resurface for a Chrysler redux, but at 90-years-old with his slots at MGM just spewing money, what does he need Chrysler’s misery for?

If Dieter Zietsche and his comrades are willing to take the hit, Chrysler will be sold to a hedge fund willing to stare down the UAW in the upcoming contract negotiations. This could mean a long strike like Goodyear recently weathered. I think Daimler has no stomach for this kind of war, so they will probably bail out quickly.

Some shrewd and gutsy people will step up for the minivan, Jeep and Dodge truck franchises. Chrysler is not a basket case yet, but the sooner the Daimler Dandies head back to Stuttgart the better.

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