Ally Financial Announces Cash Tender Offer

DETROIT, Sept. 24, 2014 /PRNewswire/ -- Ally Financial Inc. (NYSE: ALLY) today announced that it has commenced cash tender offers (the "Tender Offers") to purchase up to $700.0 million aggregate principal amount (subject to increase by Ally, the "Aggregate Maximum Tender Amount") of its 8.000% Senior Notes due 2031 (CUSIP No. 370425RZ5) (the "8.000% Senior Notes"), 8.000% Senior Guaranteed Notes due 2020 (CUSIP Nos. 02005NAE0; 36186RAA8; U36195AA0) (the "8.000% Senior Guaranteed Notes") and 7.500% Senior Guaranteed Notes due 2020 (CUSIP No. 02005NAJ9) (the "7.500% Senior Guaranteed Notes" and, together with the 8.000% Senior Notes and the 8.000% Senior Guaranteed Notes, the "Notes"), subject to the Maximum Tender Amount for each series of Notes set forth in the table below. The terms and conditions of the Tender Offers are described in an offer to purchase, dated Sept. 24, 2014 (the "Statement"), and a related Letter of Transmittal. Ally reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount or the Maximum Tender Amount with respect to any series of Notes without extending withdrawal rights except as required by law. The amounts of each series of Notes to be purchased may be prorated as set forth in the Statement.

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(1) Per $1,000 principal amount of Notes tendered and accepted for purchase.
(2) Includes the Early Tender Premium.

The Tender Offers will each expire at 11:59 p.m., New York City time, on Oct. 22, 2014, unless extended or earlier terminated by Ally (the "Expiration Date"). Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers will be the tender offer consideration for such series of Notes set forth in the table above (with respect to each series of Notes, the "Tender Offer Consideration"). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on Oct. 7, 2014 (such date and time, as it may be extended, the "Early Tender Date") and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration for such series, plus the applicable early tender premium for such series of Notes set forth in the table above (with respect to each series of Notes, the "Early Tender Premium" and, together with the applicable Tender Offer Consideration, the "Total Consideration"). Holders of Notes tendering their Notes after the Early Tender Date will not be eligible to receive the Early Tender Premium.

All Notes validly tendered and accepted for purchase pursuant to the Tender Offers will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date (as such term is defined in the Statement).

Tendered Notes may be withdrawn from the applicable Tender Offer at or prior to 5:00 p.m., New York City time, on Oct. 7, 2014, unless extended by Ally (such date and time, as it may be extended, the "Withdrawal Deadline"). Holders of Notes who tender their Notes after the Withdrawal Date, but prior to the Expiration Date, may not withdraw their tendered Notes.

The consummation of the Tender Offers is not conditioned upon any minimum amount of Notes being tendered.  However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Statement, including, among others, Ally having raised net proceeds through one or more issuances of debt in the public or private capital markets, on terms reasonably satisfactory to the Company, sufficient to purchase all Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company and to pay all fees and expenses in connection with the Tender Offers.

Citigroup and Deutsche Bank Securities are the dealer managers in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Citigroup at (toll-free) (800) 558-3745 or (collect) (212) 723-6106 or Deutsche Bank Securities at (toll-free) (866) 627-0391 or (collect) (212) 250-2955. Requests for copies of the Statement, related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 924-2200 or (collect) (212) 430-3774.

None of Ally, its board of directors, the dealer managers, the depositary, the information agent or the trustee with respect to the Notes or any of Ally's or their respective affiliates, makes any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offers. The Tender Offers are made only by the Statement and the accompanying Letter of Transmittal. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Ally by the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Ally

Ally Financial Inc. (NYSE: ALLY) is a leading automotive financial services company powered by a top direct banking franchise. Ally's automotive services business offers a full suite of financing products and services, including new and used vehicle inventory and consumer financing, leasing, inventory insurance, commercial loans and vehicle remarketing services. Ally Bank, the company's direct banking subsidiary and member FDIC, offers an array of deposit products, including certificates of deposit, savings accounts, money market accounts, IRA deposit products and interest checking. Ally's Corporate Finance unit provides financing to middle-market companies across a broad range of industries.

With approximately $149.9 billion in assets as of June 30, 2014, Ally operates as a financial holding company.

Forward-Looking Statements

This press release contains forward-looking statements, including statements about the Tender Offers. All statements herein, other than statements of historical fact, including without limitation statements about future events and financial performance, are forward-looking statements that involve certain risks and uncertainties. The words "expect," "anticipate," "estimate," "forecast," "initiative," "objective," "plan," "goal," "project," "outlook," "priorities," "target," "intend," "evaluate," "pursue," "seek," "may," "would," "could," "should," "believe," "potential," "continue," or the negative of any of these words or similar expressions is intended to identify forward-looking statements.

While these forward-looking statements represent Ally's current judgment on what the future may hold, and Ally believes these judgments are reasonable, these statements are not guarantees of any events or financial results, and Ally's actual results may differ materially due to numerous important factors that are described in the most recent reports on SEC Forms 10-K and 10-Q for Ally, each of which may be revised or supplemented in subsequent reports filed with the SEC. Many of these risks, uncertainties and assumptions are beyond Ally's control, and may cause Ally's actual results and performance to differ materially from its expectations. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. Such forward-looking statements apply only as of the date they are made, and Ally undertakes no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date the forward-looking statement is made.

Contact:
Gina Proia
646-781-2692
[email protected]

SOURCE Ally Financial