ATLAS F1 - THE JOURNAL OF FORMULA ONE MOTORSPORT
Tifosi IPO

By Thomas O'Keefe, U.S.A.
Atlas F1 Senior Writer



Part III: The White Knight in Spoiling Armor

In every prospectus analyzing a stock investment, some form of this disclosure is made to investors: past performance does not guarantee future results. This is nothing new for Formula One fans who expect the unexpected, so uncertainty as to the performance of Ferrari's stock will not deter the Tifosi and other Formula One fans from turning out in droves to participate in the IPO, if and when it happens, if not by buying thousands of shares, at least in modest amounts. Indeed, in Wall Street terms, the IPO will probably be oversubscribed, thus boosting the proposed offering price and leading to additional allotments of stock being offered. If Justin Wilson can sell shares in himself successfully as he has, surely a Tifosi IPO would be a smash.

But unless Ferrari becomes entirely free of the influence of Fiat Auto, the luster of the Ferrari-Maserati Group will continue to be tarnished by the troubles of its parent, and the funds that will be raised in the Tifosi IPO that could be used for the growth of Ferrari itself will be siphoned off to staunch the wounds of its bleeding parent, hemorrhaging from debt. Let us hope that Luca di Montezemolo, who has certainly been trained by the best - from Enzo Ferrari to Bernie Ecclestone to Gianni Agnelli - is wise enough to navigate Ferrari through these financial shoals.

FerrariAs indicated, and although the Tifosi IPO was di Montezemolo's preferred route to grow Ferrari and assist its corporate parent Fiat at the same time, the Fiat Board's dramatic move in July 2002 of selling 34% of Ferrari's stock to Fiat's lenders has stolen a lot of the thunder from di Montezemolo's original concept. In effect, Fiat has already used up one-third of Ferrari's hard won equity to pay down debt. Any Tifosi IPO now would probably consist of the banks selling their 34% share as part of the IPO along with other selling shareholders of Ferrari, such as Piero Ferrari, son of the founder, and perhaps other Ferrari executives or principals of the Ferrari Formula One race team who may have received Ferrari stock or stock options as part of their compensation over the years.

Sadly, unless a high flying stock market atmosphere returns in the next year or so, Ferrari itself will have financial needs to attend to in the Formula One arena, with or without going to market with the Tifosi IPO, which could very well affect the answer to the question of who will end up controlling Ferrari once the dust settles. Will it still be Fiat? Or will it be the Italian banks, General Motors, the Italian Government or an anonymous group of Tifosi shareholders spread across the globe?

Or is it just possible that a very visible member of the Formula One community, Bernie Ecclestone, is the one man for whom it makes sense to acquire Ferrari from the banks - which currently own 34% of the stock - and from Fiat and other minority shareholders in Ferrari whose stakes, taken together, would give him a controlling holdings in Ferrari?

How much would it cost and why would Bernie do it, apart from the fun of torturing di Montezemolo? First, the 'why' of it. It has been apparent for the last two years that the major manufacturers in Formula One - Mercedes-Benz, BMW, Renault and Ford - are using the December 31st 2007 expiration of the Concorde Agreement as leverage with Bernie and Max Mosley to threaten the creation of a rival Formula One series. The manufacturers are upset that they only get 47% of the revenues from Formula One and formed an entity called GPWC Holdings recently and entered into an Operational Agreement with the objective of negotiating better terms with Bernie or taking their cars and going elsewhere, to their own "Grand Prix World Championship" presumably.

Bernie Ecclestone, who is the Commercial Rights Holder of Formula One under the Concorde Agreement, and Max Mosley of the FIA have been down this road before, having attempted themselves to set up a rival series back in November 1980 when Bernie was the owner of the Brabham team, Max was a legal advisor to FOCA and Jean-Marie Balestre was presiding at the FIA. The new series was to be called the "World Federation of Motorsports." That federation lasted about one month and if the likes of Bernie and Max could not pull off a rival series, that was pretty good evidence that no one else could either.

The Civil War of Motorsports between CART and the IRL in the United States is the most recent proof that the public wants quality, not quantity and not a mindless survival of the fittest battle amongst manufactures trying to sell cars. As Max Mosley has put it: "in the end everybody understands that one championship is vastly more valuable and interesting than two championships."

Although Max Mosley is now himself President of the FIA and must remain impartial and above the fray, he has let it be known in that lawyerly way of his that he agrees with Bernie that manufacturers are, on the whole, Fair Weather Friends. Says Max:

"The car industry is a welcome and valuable participant in Formula One. But Grand Prix racing is not the industry's core business and no car company can be expected to maintain a constant presence. Company chiefs change and what today is fixed policy can tomorrow be seen as a mistake of the previous administration. The industry is entitled to come and go as it pleases and will always do so."

Indeed, the FIA has recently published a brief chronology of the in-and-out involvement of the major car manufacturers in Grand Prix racing to support Mosley's thesis that Formula One cannot allow itself to be built upon the shifting sands of decisions by the senior management executives of car companies who may be here today and gone tomorrow.

Bernie too has taken potshots at GPWC and at di Montezemolo's role as the chief organizer of the group. In an interview with The Times, Bernie put the issue this way:

"Who invited these people (the manufacturers) into Formula One in the first place? They wanted to come in because Formula One was a big car showroom for them and we are just helping them sell cars. They are just holding out to take control of Formula One without paying any money for it.

"The whole thing has become a nightmare. We've got to bring everything up to date to put an end to all these things that have been going on. Formula One doesn't need this sort of trouble and we need to find a way to negotiate a new Concorde Agreement so teams can be looked after and we can see the future clearly."

As for di Montezemolo's role as ring leader of GPWC, Bernie cut him to the quick: "if Luca is so clever, how come he hasn't solved the problems at Fiat?"

Di Montezemolo, it must be said, has kept up his side of the War of Words, dismissing his old friend and mentor Bernie as greedy and out of touch with the needs of the manufacturers. In an interview with the Sunday Times, Luca spun the GPWC tale as follows:

"Bernie has done an excellent job transforming F1 but he has not dramatically changed the picture and it's his biggest mistake. He wanted too much for himself. As a manager he got more than the teams because he was good, but now the car manufacturers are not prepared to fund the banks, they prefer to have it in their own pockets. Without us in 2008 the banks will own 100% of nothing.

"We are preparing a new championship without banks, without Bernie, and with a far bigger slice of the cake for the manufacturers. It's not blackmail, it's our right to expand."

Now that all sides have had their sport, how and when will it end and at what cost? The key, as always, is Ferrari, both its market value and its value as the central player in Formula One. In happier times in 1997, when Ferrari was celebrating its 50th Anniversary, Bernie was quoted as saying at a gathering of the famous Ferrari Grand Prix cars in Rome that "I wouldn't like to think of Formula One without Ferrari. I don't know where we would be without Ferrari." So all sides agree that Ferrari is synonymous with Formula One. And, of course, it is Bernie who has paid $313.6 million to the FIA to be the Commercial Rights Holder under the Concorde Agreement - commercial rights that di Montezemolo and the other members of the GPWC are very keen on exploiting for themselves. Rumor has it that GPWC has committed to its members to double the revenues the teams now receive in the first five years of the new series.

With the Concorde Agreement expiring on New Year's Eve 2007, the matter cannot linger much longer because sponsors tend to work on three-year cycles and manufacturers need to make their plans if there is to be a rival series including new regulations to be submitted to the FIA, new racetracks and promoters, TV and commercial rights negotiations, the lot. In light of these realities, it has been reported (though later denied) that di Montezemolo has set December 31st 2003 as the deadline for Bernie and his bankers to present their proposal to the GPWC and that the investment banking firm of Goldman Sachs has been appointed to negotiate with Bernie and his banks. As di Montezemolo told the Financial Times on May 14th 2003:

"We [the manufacturers] would like a solution with Mr. Ecclestone and the banks. If not, it will be bad, but it won't be a tragedy. While Bernie Ecclestone was the owner, everyone accepted most of the arrangements . . . But things have changed. The car makers have a bigger presence, and the cost of racing because becomes bigger and bigger.

In no other sport are the teams deprived of a share of two of the three main revenue streams - track side advertising and ticket sales - while having to share just 47 percent of the gross income from TV rights . . . the simple truth is that without the car makers they cannot make a championship."

Did someone say "banks?" Let us count the bankers involved on both sides. On Bernie's side, Lehman Brothers, JPMorgan Chase and Bayerische Landesbank are holders of shares in SLEC, Bernie's company, which they received as lenders to Kirch. In effect, this is a shotgun marriage that will not last. Those banks don't want to be in Formula One and only got their shares in SLEC when Kirch defaulted on loans. These banks just want to collect on their collateral and go on to the next loan.

On the Fiat/Ferrari side, in addition to Goldman Sachs as a financial advisor, there is a pool of Italian banks arranged by Capitalia, IntesaBci, SanPaulo-IMI and UniCredito Italiano who have a 3 billion euro mandatory convertible loan to Fiat in which other banks like BNL, Monte dei Pashi di Siena, ABN Ambro and BNP Paribas also participate. Fiat has committed to these banks that it will reduce its gross financial debt to 23.6 billion euro by mid-2003. Merrill Lynch International has acted as Fiat's financial advisor in dealing with Capitalia and these other banks. Citigroup has also led a group of five banks in loaning 1.15 billion euros on a short-term basis to Fiat, as line of credit that matures in 2005.

In short, many of the world's most significant financial institutions are enmeshed in this matter already and, for better or worse, it is the bankers who will ultimately decide many of these questions. With financial problems of the magnitude being faced by Fiat Group, Ferrari, the GPWC vs. Formula One, struggle etc. are but trifles to these gnomes of Zurich, notwithstanding how important they may be to di Montezemolo, Bernie and to those of us who love the sport of Grand Prix racing.

Amidst the fire sale atmosphere at Fiat these last few years, with employees being laid off, threatened factory closings throughout Italy and divestitures of key assets, the sale last year by Fiat of Toro Assicurazioni for 2.4 billion euros was a poignant one. Toro is the third largest Italian insurance group, with over 3,000 employees and earning insurance premiums of 5.2 billion euros and reporting an operating income of 147 million euros. It must have killed the Fiat Group to sell Toro and it was described with typical Italian romanticism as "a great but necessary sacrifice" in Fiat's press release of March 22nd 2003. And, if an asset like Toro is not sacrosanct and can be sold, then nothing is sacred at Fiat, not even the Prancing Horse.

Once the bankers and financial advisors mull all of this over, I can easily imagine the banks who paid $775 million for 34% of Ferrari in July 2002 (which would mean that all of Ferrari would arguably be worth $2.4 billion) being told by Bernie and his advisors that the Italian banks paid too much but that he and his lenders are prepared to buy their holdings and a controlling stake in Ferrari for something on the order of 750 million to one billion euros, subject to buyback or redemption by Fiat and its banks over a 10 year period pursuant to appropriate put and call options. Fiat is not in a position to turn down a one billion cash infusion, even if it means sacrificing Ferrari. And the buy back option, which is a feature that has been incorporated into other recent Fiat divestitures, means that the sale of Ferrari could be characterized as more of a lease than the sale of a crown jewel. In other words, Fiat could always buy back its crown jewel once it gets reorganized.

Why would Bernie do this or, more likely, threaten to do this? Because once Ferrari is in play in this manner or in Bernie's control if such an acquisition actually came about, the GPWC will collapse, a new Concorde Agreement can be entered into until 2015 or beyond and the future of Formula One as we know it will be secured, leaving for future generations to resolve the problems that divide di Montezemolo and Ecclestone today. Best of all, once he buys Ferrari, it will be Bernie bringing off the Tifosi IPO, probably with the group of banks previously mentioned acting as lead underwriters, and the proceeds from that will go to pay down the costs of acquisition he incurred to buy Ferrari. Or, if Fiat has a buyback option, when the time is ripe Bernie will sell Ferrari back to Fiat as the price for not going forward with the Tifosi IPO.

If the GPWC rival series issue does not get resolved peaceably sometime soon, I would not put all this past Bernie. Would you?



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Volume 9, Issue 28
July 9th 2003

Atlas F1 Exclusive

Gerhard Berger: So Long to All That
by David Cameron

Articles

Tifosi IPO - the Finale
by Thomas O'Keefe

Ann Bradshaw: View from the Paddock
by Ann Bradshaw

2003 French GP Review

2003 French GP Review
by Pablo Elizalde

Musical Chairs
by Karl Ludvigsen

In the Balance
by Richard Barnes

Stats Center

Qualifying Differentials
by Marcel Borsboom

SuperStats
by David Wright

Charts Center
by Michele Lostia

Columns

Season Strokes
by Bruce Thomson

On the Road
by Garry Martin

Elsewhere in Racing
by David Wright & Mark Alan Jones

The Weekly Grapevine
by Tom Keeble



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