Cerberus's role crucial as GM-Chrysler merger talks continue

DETROIT: Merger talks are continuing between General Motors and Chrysler as the companies study possible financial terms of a deal that would combine two of the traditional Big Three automakers.

The chief issues under discussion include how much cash Chrysler's owner, Cerberus Capital Management, would contribute to the merged entity and how much stock it would get in return, according to people briefed on the talks.

While the discussions are still considered preliminary, conversations between senior executives at GM and Cerberus have been taking place since the talks first came to light on Friday.

Executives at GM and Cerberus are said to be eager to do a deal, but negotiating a financial structure for the merger could take weeks to complete.

A merger of GM and Chrysler would bring together two automakers that are losing market share and billions of dollars, but they could realize huge savings in the development of vehicles, engines and alternative-fuel technologies.

Industry experts have been skeptical of the synergies of the combined companies, but investors reacted positively on the first day of trading since news of the merger talks was reported.

GM shares climbed 33.1 percent, to $6.51, on Monday, helping the Dow Jones industrials gain more than 900 points on the day.

The merger talks, which began about a month ago, are focusing closely on the liquidity needed for GM and Chrysler to survive as one company in a dismal automotive environment.

The credit rating agency Standard & Poor's said Monday that it was keeping GM on a negative watch because of concerns about its declining cash reserves.

"We would be skeptical that a GM-Chrysler transaction could easily address our primary concern by resulting in a substantial increase of current liquidity for the parties involved," said Robert Schulz, an S&P analyst.

But people close to the merger talks said that Cerberus had proposed to contribute cash to GM-Chrysler in addition to the estimated $11 billion in reserves that Chrysler has on its books. In return, Cerberus would receive equity in the combined company and become a large shareholder.

Other considerations under discussion include whether GM could restructure its debt to bondholders to free up more cash to finance its operations. GM and Cerberus are also talking about their shared ownership of GMAC Financial Services, the finance arm that provides loans for purchases of GM vehicles.

Cerberus owns 51 percent of GMAC, and GM has a 49 percent stake. As part of a merger deal, GM might contribute some or all of its equity in the finance company to Cerberus.

Neither GM nor Cerberus has commented publicly on the merger talks, which began after similar discussions ended between GM and Ford.

News of the talks has riveted the attention of the auto industry, which is in the midst of its worst sales downturn in the United States in 15 years.

In a letter to employees on Monday, Chrysler's chairman, Robert Nardelli, declined to confirm the GM discussions but said his company was actively exploring deals with other automakers.

"I can tell you that we have approached and have been approached by third parties who are interested in exploring future possibilities with Chrysler," Nardelli wrote. "As the company evaluates strategic options to maximize core operations and leverage its assets, we engage in a dialogue with these parties."

Since Cerberus acquired it a year ago from the German automaker Daimler, Chrysler has aggressively sought deals to develop products with other auto companies. The company has agreed to build pickup trucks for Nissan in exchange for small cars, and is continuing to talk about expanding their relationship, according to people close to those discussions.

At GM, the merger talks with Cerberus are being led by Rick Wagoner, the chairman, and Frederick A. Henderson, the president. The two executives briefed GM's board on the discussions last week, and a special committee of directors was created to monitor the talks.

Analysts predict that as a merged company, GM and Chrysler could ask the United Automobile Workers union for concessions on wages and health care that would shave costs from their combined operations.

"If GM is deemed to be 'saving' Chrysler, GM's leverage with the UAW could rise considerably," said Himanshu Patel of JPMorgan Chase.

GM and Chrysler have been cutting jobs and vehicle production to compensate for falling revenue and market share. So far this year, GM's United States sales have dropped 17.8 percent, while Chrysler's are down 25 percent.

In its latest cutback, GM said Monday that it would cease production of sport utility vehicles at its Janesville, Wisconsin, assembly plant by the end of this year. The company had previously said the factory would close by 2010 because of slumping demand. GM also said it would shut down a metal stamping plant in Grand Rapids, Michigan, by the end of 2009.....rest of Article