The Board of Fiat Chrysler Automobiles N.V. (BIT:FCA) authorized to spin off 80% stake in Ferrari S.p.A. on October 29, 2014. The separation will be effected through a public offering of Fiat Chrysler Automobiles (FCA)'s interest in Ferrari equal to 10% of Ferrari's outstanding shares and a distribution of FCA's 80% Ferrari shares to FCA shareholders. As part of the separation, FCA shareholders will receive one common share of Ferrari for every ten common shares of FCA. In addition, holders of FCA shares will receive a cash payment of €0.01 for each share held as of January 5, 2015. FCA expects that the Ferrari shares will be listed in the United States and possibly a European exchange. The spin-off of Ferrari will be subject to customary regulatory approvals, tax and legal considerations, final approval of the transaction structure from the FCA Board of Directors and other customary requirements. The Board authorized FCA management to take the steps necessary to complete these transactions during 2015. The transaction is expected to be completed in 2015. As announced on May 17, 2015, the 10% of Ferrari shares will be offered to the public in the third quarter of 2015 and the distribution of the 80% stake to Fiat Chrysler Automobiles would wait until the first quarter of 2016. 80% will be distributed among the company's shareholders, and 10% will remain in Piero Ferrari's hands. The listing was originally targeted for the end of June 2015 but was delayed until at least October 13, 2015 because of tax issues. Fiat Chrysler has filed an S-1 with the Securities and Exchange Commission on July 23, 2015. The new company expects to list on the NYSE and may also apply for listing on the Mercato Telematico Azionario (MTA) after the separation. Fiat Chrysler Automobiles has published the agenda and explanatory notes for the Extraordinary General Meeting of shareholders of Fiat Chrysler Automobiles to be held on December 3, 2015. As of December 1, 2015, Ferrari has entered into a syndicated loan facility with ten banks to raise €2.5 billion in debt to finance its spinoff from Fiat Chrysler. Ferrari agreed take a 12-month bridge loan and a five-year term loan worth €2 billion in aggregate, along with a five-year revolving credit facility of €500 million. Fiat Chrysler completed the calculations necessary to determine the number of Ferrari common shares that will be delivered to holders of its 7.875% mandatory convertible securities due 2016. Based on the spin-off ratio of one Ferrari common share for every ten underlying FCA common shares, FCA will deliver to holders of the mandatory convertible securities, upon the effectiveness of the Ferrari spin-off, 0.77369 common shares of Ferrari for each $100 in outstanding mandatory convertible securities. FCA will deliver a total of 22,243,588 Ferrari common shares in respect of the $2,875,000,000 aggregate outstanding mandatory convertible securities.

Fiat Chrysler shareholders approved the transaction on December 3, 2015. The transaction is expected to be completed in early January 2016. Holders of FCA shares and mandatory convertible securities are expected to be able to trade in their shares in Ferrari N.V., subject to completion of the separation, beginning January 4, 2016. Bank of America Merrill Lynch acted as financial advisor for Fiat. Peter Corten, Guido Portier, Ruud van Bork, Michel van Agt, Wouter Kros, Jelmer Kalisvaart, Bert van der Poel and Patrick van Oppen of Loyens & Loeff N.V. acted legal advisor to Ferrari N.V. (NYSE:RACE) and Fiat Chrysler Automobiles. Scott D. Miller and Oderisio de Vito Piscicelli of Sullivan & Cromwell LLP acted as legal advisors for Fiat Chrysler Automobiles.

The Board of Fiat Chrysler Automobiles N.V. (BIT:FCA) completed the spin off 80% stake in Ferrari N.V. (NYSE:RACE) for approximately €5.4 billion on January 3, 2016.