Billionaire Agnellis Have Some More Bad News Coming

(Bloomberg Opinion) -- John Elkann, scion of the billionaire Agnelli clan, isn’t having an easy Covid-19 crisis. His $9 billion sale of the PartnerRE reinsurance business collapsed last week after the family’s holding company, Exor NV, refused to lower its asking price price. Then Fiat Chrysler Automobiles NV said it would scrap a proposed dividend for 2019, denying Exor another 315 million euros ($341 million) in change.

And things could get worse. The terms of Fiat’s proposed merger with France’s Peugeot SA, negotiated before the coronavirus pandemic, require the Italian carmaker to pay its shareholders — the largest of whom are the Agnellis — a 5.5 billion-euro special dividend before the deal closes.

The size of that payment always looked questionable, given that Fiat’s balance sheet is inferior to Peugeot’s. The Covid-19 outbreak makes it unconscionable. Having halted production, both companies are burning through cash and Fiat has had to ask Italy to guarantee a 6.3 billion-euro three-year loan to support its domestic suppliers. Surely the first priority here should be making sure the new company has strong enough finances as the economy starts to reopen.

The politics of Fiat asking for help from Rome is especially awkward after the carmaker moved its tax residency to the U.K. in 2014, and its legal headquarters to the Netherlands. Last year, Italy’s competition watchdog said that the country’s tax revenues had suffered significantly as a result.

Paying a fat dividend to the Agnellis and other shareholders after leaning on taxpayers probably wouldn’t go down very well with the public — as Germany’s BMW AG and other recent dividend payers have discovered. If Elkann still wants his sweetener, the two parties will need to find a way that doesn’t bleed the new merged entity of cash.

Right now, money is flowing rapidly out of both companies. For the most part that’s because suppliers still need paying, even though the companies aren’t selling many cars. I’ve written before about companies suffering from these so-called negative working-capital problems.

Fiat ate through 5 billion euros of cash in the first three months of 2020 and it could consume twice that in the second quarter, according to Jefferies analyst Philippe Houchois. He expects Peugeot to burn through about 8 billion euros of cash in the first half of the year.

Neither company is in danger of running out of money, and those working capital-related outflows should reverse once the carmakers start producing and selling cars again. Even so, one lesson of Covid-19 is that companies need larger cash cushions. Until there’s a vaccine, there’s a risk that a second virus wave would trigger yet more industrial disruption.

There’s no great urgency for Fiat and Peugeot to alter the terms of their union as the deal isn’t expected to close until early next year. The rationale for joining forces remains intact; the cost savings from working together look even more important now. But they should be thinking of ways to make the future company resilient.

Structured as a 50-50 merger, Peugeot ended up paying a premium for boardroom control, as well as for the Italian company’s lucrative U.S. truck business — even though Peugeot shares had been valued more highly by the market. Some of the arguments for paying Fiat a sweetener remain valid: Peugeot’s reliance on the struggling European car market isn’t looking too attractive right now. 

But there are other ways to compensate Fiat shareholders. For example, Peugeot is due to spin off its 46% stake in parts supplier Faurecia SE to its shareholders as part of the original merger terms. This could be retained instead by the combined business.

Without their Fiat dividends, the Agnellis will have less money to reinvest in new ventures. Right now, though, the car industry’s need is greater.

This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.

Chris Bryant is a Bloomberg Opinion columnist covering industrial companies. He previously worked for the Financial Times.

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