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CNBC EXCLUSIVE: CNBC TRANSCRIPT: CNBC'S MARIA BARTIROMO SPEAKS WITH ROBERT NARDELLI, CHRYSLER CHAIRMAN & CEO TODAY ON CNBC'S "CLOSING BELL WITH MARIA BARTIROMO"

WHEN: TODAY, THURSDAY, APRIL 30TH

WHERE: CNBC'S "CLOSING BELL WITH MARIA BARTIROMO"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with Chrysler Chairman & CEO Robert Nardelli today on CNBC's "Closing Bell with Maria Bartiromo" today at 4PM ET.

All references must be sourced to CNBC's "Closing Bell with Maria Bartiromo."

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BARTIROMO: Bob, can you discuss with us exactly what the ownership of Chrysler will be at this point then?

Mr. NARDELLI: Yeah. Yes, I can, Maria. The ownership, as best it's identified at this time, is the following: The union, through the VEBA, will have about 55 percent of the equity; the government, both the US and Canada, would have about 10 percent equity; Fiat at the signing will have 20 percent equity with a hold back of 15 percent equity when they meet three very specific challenges, each of which comes with 5 percent equity. So that's how--it will basically end up at 35, 10 and 55 percent.

BARTIROMO: So how come then the unions are getting more of an ownership of this company than some of the bond holders that are supposed to be really having seniority in terms of getting paid back in full?

Mr. NARDELLI: Well, the thought process from United States Treasury was as follows: As you remember, in some of the hearings and the first submission, the government mandated that the UAW convert 50 percent of its VEBA into equity and that they matched the transplant wage rate. So when you look at the 50 percent reduction in the VEBA, which is in place to take care of health care and benefits and so forth for the union employees, the cash contribution was cut in half. And then the whole upside risk was attached to the equity of the new co, the emerging company. The thought process by Treasury is that that was a fair and equitable treatment, and I'm assuming that when they look at the--the first lien lenders and the debt, that the offer that they made commensurate with the other sacrifices, was also in line and in balance given all of the constituents that have been asked to contribute to this, starting with management right on through everyone.

BARTIROMO: But haven't we seen evidence in the past that unions or labor running the business has not been successful? I mean, do you worry that the unions are going to be, you know, largely--a large owner, majority owner, 55 percent here and, you know, just the idea that the company wanting to get costs down, wanting to keep, you know, long-term expenses down, it conflicts with the idea that the unions are going to want more money. So are you comfortable with the unions basically running this company even though we've seen that that's been a failure in the past?

Mr. NARDELLI: Well, again, I think we have to make--let's look at the facts and let's drill down to understand exactly what that means. First of all, I think, in the case here in the United States, Ron Gettelfinger, General Holyfield and the entire UAW, as evidenced in their ratification the other night, were very passionate and strong supporters of this transition. Point two: the 55 percent equity is in exchange for reducing the VEBA obligations that were negotiated in 2007 as all of that moved over from the auto companies, moved over to the UAW. So the third point is the 55 percent represents equity ownership, but that ownership will be voted by the independent directors of the new board that will emerge coming out of bankruptcy. So I'm totally comfortable with that--with the allocation of equity to the UAW.

BARTIROMO: Let me ask you about the Fiat deal, Bob, because you've got, obviously, an onslaught coming at you of fuel efficient cars from the Japanese, from the Koreans. How long does it take to get a car from, you know, from the assembly line to a showroom? It's got to be a couple of years. And what are you going to do in the meantime to offset all that competition coming at you in a very, very tough environment already?

Mr. NARDELLI: Yeah. Well, great question again, Maria. I think first of all, we're not talking about total new platforms. In some cases, we will take an existing platform and just put it through an homologation. What does that mean? That means that it has to meet all of the safety and environmental regulations here the US. One of the first products that we're looking at is the Fiat 500, which is an A segment platform that would allow us to do that. Now, Fiat has experience and we have experience in doing something like that in 16, 17, 18 months. So that's point number one.

Point number two, some of their power train technologies, their fuel efficiency, their transmissions, are things that we can adapt into existing platforms that will again allow us to improve our fuel efficiency and meet the current and certainly the future environmental regulations under the CAFE standards.

Third, again, I think a big point here for us is that, as you know, we've already announced four or five platforms that we have been able to adapt our electric technology. So we'll use range-extended vehicle technology in existing platforms, which will allow us to get to the market much more quickly, Maria, than developing an entire new platform that electrified.

BARTIROMO: How is a deal with Fiat, though, different than any other tie-up that we've seen in the past that actually failed? People, you know, bring up ChryslerDaimler, unsuccessful. Ford tried to do a tie-up, unsuccessful. Why do you think a deal with Fiat is going to work when so many others have failed?

Mr. NARDELLI: Well, certainly we've learned a lot of valuable experiences, both from others in the industry, certainly from our past relationship. And I think the important thing is you have a blending right out of the box relative to culture, relative to management style, relative to total technology sharing. I think one of the big things here, Maria, that's different than the last one is we don't the competition in the same market as we had previously. So, in other words, Fiat would be a whole new brand coming into North America, so there's no competition, there's no overlap of products, there's no rebadging that has to take place to serve multiple dealers. I think that's a big, big incentive, a big opportunity to make this thing work.

BARTIROMO: Are you worried about starting something new like this, this new venture with Fiat, when you don't even know how the government is going to treat General Motors, one of the toughest and biggest competitors out there? I mean, if the government owns 50 percent of GM, you know, isn't that a threat to you? Don't you immediately become a competitor to the government or to the US taxpayer? How's that going to work?

Mr. NARDELLI: Well, again, I think it's critically important that the government be successful in working through a restructuring, a resizing plan for General Motors. They are very large, they're very pervasive across, certainly, North America where we primarily compete. The supply base is inseparably linked, both to GM, to us, and therefore, it will be critically important that they are successful, Maria, because if, in fact, they go down and they're not able to emerge successfully like we plan to do, I think it will create a huge challenge, a huge problem for the US auto industry. So no, I'm very supportive. I hope the government is successful. I hope GM is successful. And then we'll compete in the marketplace on consumer service, on our dealers and on our products.

BARTIROMO: Bob, the last time we spoke, you said to me, `Look, it's a death knell if we go bankrupt because nobody is going to buy a car from a bankrupt company.' Now you're filing Chapter 11. What's changed?

Mr. NARDELLI: Well, let me say this, Maria. Boy, I tell you, if I was ever wrong about something, I'm tickled to death I was wrong about that. If you look at our performance January, February and March, February we gained almost 2 points of share. And if you look the PIN data through April now, we basically are holding to the industry levels. So we're holding share. We holding--in other words, our reduction, year over year, is about in line with the industry reduction in spite of, you know, the issue that came out that we had 30 days to put together a plan that there were issues out there as whether we'd be able to do it or not. So let me say this, to the customers, the loyal customers out there, to our dealer network, I can't thank you enough for continuing to demonstrate your confidence in Chrysler, putting down your hard-earned American dollars to buy US product. So I am very pleased with what our retail and wholesale business has been, a tribute to our sales force, the dealers and the consumers out there.

BARTIROMO: There was a suggestion coming out of Washington that it's due to a small number of speculators, I assume they're talking about the investors who hold the senior debt, as one of the reasons that Chrysler is going down this road. Do you agree with that?

Mr. NARDELLI: Well, it is somewhat true. I mean, obviously, my preference would have been not to have to file Chapter 11. My preference would have been to be able to get all of this negotiated outside the courts. But at the end of the day, and let me assure you, into the wee hours of the morning last night and throughout the entire two weeks, our goal was to try to get a consensus so that we could work with the government, get the appropriate funding to work through the, you know, the next four, six, eight, nine weeks, and then emerge on a new co basis. So, obviously, it didn't work out, and so it's a card we were dealt. We're going to work through it, I'm convinced, certainly with the president of the United States support that we move through this quickly, that we have this surgical bankruptcy, that we come out the other side, and we'll be leaner, stronger and more formidable, Maria.

BARTIROMO: So now it's up to a judge what those lenders get.

Mr. NARDELLI: It is up to a judge, a court judge, and we'll be working closely with that judge and, again, all the constituents. Our goal is to work through this in a harmonious way, just as we have up to this date with all the concessions that our constituents have provided, and not have a confrontational relationship. Because it's important to get through this to save this wonderful company and the men and women whose livelihoods depend on it. Not only, Maria, the direct employees, but thousands of employees in the dealer network, these small entrepreneurs almost in every community, our supplier base that touches every community. This is very important for the US economy, it's very important for the auto industry, critically important for Detroit and Michigan.

BARTIROMO: So, Bob, final question here. Can you tell us the role now of Chrysler Financial Corporation? We know that we've already seen this part of the business struggling. If it were to fail, the entire system goes down, where does Chrysler Financial fit in all of this?

Mr. NARDELLI: Well, there are discussions under way to--as the president of the United States referenced, where Chrysler Financial Company, which is a free-standing company with its own board of directors, that's having discussions with GMAC, that would allow GMAC to emerge as kind of an auto bank, if you will, providing financial support to both GM and to Chrysler on competitive market basis.

BARTIROMO: Bob, is Jim Press also leaving?

Mr. NARDELLI: No. Jim is not leaving, and he's been a valuable member of this team, and I think has done one heck of a job in both representing the company and certainly representing the dealer network.

BARTIROMO: Bob, we'd love to have you back soon. Would you like to add anything else that I may have missed?

Mr. NARDELLI: No, Maria. Again, I appreciate the opportunity. And I would just close again thanking just thousands of people that have been involved since the first filing, have worked tirelessly, certainly the last two weeks. I--you can't imagine the mound of paperwork that goes into something like this to get it down in the time frame, I think it's in unprecedented time, record time that we've been able to work through this in 30 days. So, without them, I'll tell you, we wouldn't be here. Without the auto task force, United States Treasury, the administration, certainly again, a long list, the UAW, CAW, you name it, have all come together in an unbelievably cooperative manner to make this day come to reality.

BARTIROMO: And I know it's been an enormous feat on your part, and I know that everyone is thanking you as well, Bob. You seem to always get yourself in these controversial positions. Really--real mental toughness. How do you do it, Bob?

Mr. NARDELLI: I'm asking myself that same question, Maria.

BARTIROMO: You must be feeling somewhat relieved today.

Mr. NARDELLI: Well, I'm going to call my mentor, Jack Welch, and see if I can get some advice.

BARTIROMO: Thanks so much, Bob. We'll see you soon.

Mr. NARDELLI: Thank you.

BARTIROMO: Bob Nardelli.


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