Ally Financial Announces Cash Tender Offers

May 14, 2015, 08:55 ET from Ally Financial

DETROIT, May 14, 2015 /PRNewswire/ -- Ally Financial Inc. (NYSE: ALLY) today announced that it has commenced cash tender offers (the "Tender Offers") to purchase up to $700,000,000 aggregate principal amount (subject to increase by Ally, the "Aggregate Maximum Tender Amount") of the following series of notes issued by Ally:

  • 8.000% Senior Guaranteed Notes due 2020 (the "8.000% Senior Guaranteed Notes"); 
  • 7.500% Senior Guaranteed Notes due 2020 (the "7.500% Senior Guaranteed Notes");
  • 8.000% Senior Notes due 2031 (the "2031 Notes");
  • 5.500% Senior Guaranteed Notes due 2017 (the "5.500% Senior Guaranteed Notes"); and
  • 6.250% Senior Guaranteed Notes due 2017 (the "6.250% Senior Guaranteed Notes" and, together with the 8.000% Senior Guaranteed Notes, the 7.500% Senior Guaranteed Notes, the 2031 Notes and the 5.500% Senior Guaranteed Notes, the "Notes").

In addition to the Aggregate Maximum Tender Amount, no more than $150,000,000 aggregate principal amount of the 2031 Notes will be purchased in the Tender Offers (subject to increase by Ally, the "Tender Cap"). The terms and conditions of the Tender Offers are described in an Offer to Purchase, dated  May 14, 2015 (the "Statement"), and the related Letter of Transmittal. Ally reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount or the Tender Cap 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.

Dollars per $1,000 Principal Amount of Notes

Title of Notes

CUSIP Number

Aggregate Principal Amount Outstanding

Tender Cap

Acceptance Priority Level

Tender Offer Consideration(1)

Early Tender Premium(1)

Total Consideration(1)(2)

8.000% Senior Guaranteed Notes due 2020

02005NAE0

$1,352,537,000

N/A

1

$1,157.50

$30

$1,187.50

7.500% Senior Guaranteed Notes due 2020

02005NAJ9

$897,461,000

N/A

2

$1,147.50

$30

$1,177.50

8.000% Senior Notes due 2031

370425RZ5

$596,540,000

$150,000,000

3

$1,262.50

$30

$1,292.50

5.500% Senior Guaranteed Notes due 2017

02005NAL4

$1,500,000,000

N/A

4

$1,017.50

$30

$1,047.50

6.250% Senior Guaranteed Notes due 2017

02005NAD2; 02005NAC4; U0201HAB2

$1,000,000,000

N/A

4

$1,045.00

$30

$1,075.00

___________________

(1) Per $1,000 principal amount of Notes tendered and accepted for purchase.

(2) Includes the Early Tender Premium.

The Tender Offers will expire at 11:59 p.m., New York City time, on June 11, 2015, unless extended or earlier terminated by Ally (the "Expiration Date"). No tenders submitted after the Expiration Date will be valid. 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 May 28, 2015 (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 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) ("Accrued Interest").

Tendered Notes may be withdrawn from the Tender Offers at or prior to 5:00 p.m., New York City time, on May 28, 2015, 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.

Ally reserves the right, but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, subject to the satisfaction or waiver of the conditions to the Tender Offers, to accept for purchase any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date (the "Early Settlement Date"), subject to the Acceptance Priority Levels, the Aggregate Maximum Tender Amount and the Tender Cap. The Early Settlement Date will be determined at Ally's option and is currently expected to occur on June 1, 2015, subject to all conditions to the Tender Offers having been either satisfied or waived by Ally.  Irrespective of whether Ally chooses to exercise its option to have an Early Settlement Date, Ally will purchase any remaining Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and that Ally chooses to accept for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by Ally, promptly following the Expiration Date (the "Final Settlement Date", the Final Settlement Date and the Early Settlement Date each being a "Settlement Date"). The Final Settlement Date is expected to occur on the first business day following the Expiration Date.

Subject to the Aggregate Maximum Tender Amount, the Tender Cap and proration, the Notes accepted on any Settlement Date will be accepted in accordance with their Acceptance Priority Levels set forth in the table above and on the cover of the Statement, with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level. Subject to the Aggregate Maximum Tender Amount, the Tender Cap and proration, all Notes tendered at or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes tendered at or before the Early Tender Date having a lower Acceptance Priority Level are accepted, and all Notes validly tendered after the Early Tender Date having a high Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted in the Tender Offers. However, even if the Tender Offers are not fully subscribed as of the Early Tender Date, subject to the Aggregate Maximum Tender Amount and the Tender Cap, Notes tendered at or before the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date, even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Date.

Acceptance for tenders of any Notes may be subject to proration if the aggregate principal amount for any series of Notes validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded. Acceptance for tenders of 2031 Notes may be subject to proration if the aggregate principal amount of the 2031 Notes validly tendered and not validly withdrawn is greater than the Tender Cap. Series of Notes of the same Acceptance Priority Level will be treated equally (as though they are a single series) for the purposes of acceptance and proration. Furthermore, if the Tender Offers are fully subscribed as of the Early Tender Date, Holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase.

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 Ally, sufficient to purchase all Notes validly tendered (and not validly withdrawn) and accepted for purchase by Ally in the Tender Offers and to pay Accrued Interest and all fees and expenses in connection with the Tender Offers.

Citigroup, Deutsche Bank Securities and Goldman, Sachs & Co. 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, Deutsche Bank Securities at (toll-free) (866) 627-0391 or (collect) (212) 250-2955 or Goldman, Sachs & Co. at (toll-free) (800) 828-3182 or (collect) (212) 902-6595. Requests for copies of the Statement, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 807-2200 or (collect) (212) 430-3774.

None of Ally, its board of directors, the dealer managers, the depositary or the information agent, 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 related 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 spectrum of financial products and services, including new and used vehicle inventory and consumer financing, leasing, vehicle service contracts, commercial loans and vehicle remarketing services, as well as a variety of insurance offerings, including inventory insurance, insurance consultative services for dealers and other ancillary products. 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 $153.5 billion in assets as of March 31, 2015, Ally operates as a financial holding company.

Forward Looking Statements

In this press release, the use of the words "expect," "anticipate," "estimate," "forecast," "initiative," "objective," "plan," "goal," "project," "outlook," "priorities," "target," "explore," "positions," "intend," "evaluate," "pursue," "seek," "may," "would," "could," "should," "believe," "potential," "continue," or the negative of any of those words or similar expressions is intended to identify forward-looking statements. All statements herein and in related charts and management comments, 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.

While these 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. Such factors include, among others, the following: maintaining the mutually beneficial relationship between Ally and General Motors, and Ally and Chrysler Group LLC, and Ally's ability to further diversify its business; Ally's ability to maintain relationships with automotive dealers; the significant regulation and restrictions that Ally is subject to as a bank holding company and financial holding company; the potential for deterioration in the residual value of off-lease vehicles; disruptions in the market in which Ally funds its operations, with resulting negative impact on its liquidity; changes in Ally's accounting assumptions that may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; changes in Ally's credit ratings; changes in economic conditions, currency exchange rates or political stability in the markets in which Ally operates; and changes in the existing or the adoption of new laws, regulations, policies or other activities of governments, agencies and similar organizations (including as a result of the Dodd-Frank Act and Basel III).

Investors are cautioned not to place undue reliance on forward-looking statements. Ally undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other such factors that affect the subject of these statements, except where expressly required by law.

Contact: Gina Proia 646-781-2692 gina.proia@ally.com

SOURCE Ally Financial