Ally Financial Announces the Early Results of Cash Tender Offers and Increases Aggregate Maximum Tender Amount

May 29, 2015, 08:30 ET from Ally Financial

DETROIT, May 29, 2015 /PRNewswire/ -- Ally Financial Inc. (NYSE: ALLY) today announced the early results of its previously announced cash tender offers (the "Tender Offers") to purchase, pursuant to the terms and conditions as described in an Offer to Purchase, dated May 14, 2015, and related Letter of Transmittal (together, the "Offer Documents"), 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" or "Priority 1 Notes");
  • 7.500% Senior Guaranteed Notes due 2020 (the "7.500% Senior Guaranteed Notes" or "Priority 2 Notes");
  • 8.000% Senior Notes due 2031 (the "2031 Notes" or "Priority 3 Notes"), provided that Ally will accept for purchase no more than $150,000,000 aggregate principal amount of 2031 Notes in the Tender Offers (subject to increase by Ally, the "Tender Cap");
  • 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 5.500% Senior Guaranteed Notes, the "Priority 4 Notes") (collectively with the 8.000% Senior Guaranteed Notes, the 7.500% Senior Guaranteed Notes and the 2031 Notes, the "Notes").

Ally also announced today that it increased the aggregate maximum principal amount of Notes that may be accepted for purchase in the Tender Offers from $700,000,000 to $875,000,000 (as so increased, the "Revised Aggregate Maximum Tender Amount"). This announcement amends the Offer Documents with respect to the Aggregate Maximum Tender Amount. All other terms and conditions of the Tender Offers described in the Offer Documents remain unchanged.

According to information received from Global Bondholder Services Corporation ("GBSC"), the Depositary and Information Agent for the Tender Offers, as of 5:00 p.m., New York City time, on May 28, 2015 (such date and time, the "Early Tender Date"), Ally had received valid tenders from holders of the Notes as outlined in the tables below. The "Early Settlement Date" will be determined at Ally's option and is currently expected to occur on June 1, 2015.

Dollars per $1,000 Principal Amount of Notes

Title of Notes

CUSIP Number

Aggregate Principal Amount Outstanding

Principal Amount Tendered

Tender Cap

Principal Amount Accepted

Proration Factor

Acceptance Priority Level

Total Consideration(1)(2)

8.000% Senior Guaranteed Notes due 2020

02005NAE0

$1,352,537,000

$369,544,000

N/A

$369,544,000

100.00%

1

$1,187.50

7.500% Senior Guaranteed Notes due 2020

02005NAJ9

$897,461,000

$421,409,000

N/A

$421,409,000

100.00%

2

$1,177.50

8.000% Senior Notes due 2031

370425RZ5

$596,540,000

$143,911,000

$150,000,000

$84,047,000

58.46%

3

$1,292.50

5.500% Senior Guaranteed Notes due 2017

02005NAL4

$1,500,000,000

$118,847,000

N/A

$0

N/A

4

$1,047.50

6.250% Senior Guaranteed Notes due 2017

02005NAD2; 02005NAC4; U0201HAB2

$1,000,000,000

$78,885,000

N/A

$0

N/A

4

$1,075.00

___________________

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

Ally also announced today that it intends to accept for purchase $875,000,000 aggregate principal amount of Notes, which is the Revised Aggregate Maximum Tender Amount, validly tendered and not validly withdrawn on or before the Early Tender Date. The amount of each series of Notes that is to be purchased on the Early Settlement Date will be determined in accordance with the acceptance priority levels and the proration procedures described in the Offer Documents, subject to the Tender Cap for the 2031 Notes. It is expected that the Priority 1 Notes and Priority 2 Notes accepted for purchase will not be subject to proration and Priority 3 Notes accepted for purchase will be subject to a proration factor of approximately 58.46%. Ally will not accept any Priority 4 Notes for purchase. Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable Settlement Date. In addition, because the Tender Offers were fully subscribed as of the Early Tender Date, holders who validly tender Notes after such date and on or before the Expiration Date (as defined below) will not have any of their Notes accepted for purchase, unless Ally further increases the Revised Aggregate Maximum Tender Amount. Ally reserves the right, but is under no obligation, to further increase the Revised Aggregate Maximum Tender Amount or the Tender Cap at any time, subject to compliance with applicable law.

Notes tendered in the Tender Offers that have not been accepted for purchase due to proration will be returned promptly to the tendering holders.

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 Offer Documents (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 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 Offer Documents (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.

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. The settlement date, if necessary, for Notes validly tendered after the Early Tender Date and on or before the Expiration Date and which are accepted for purchase (the "Final Settlement Date") is expected to occur on the first business day following the Expiration Date. 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 Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes.

The Tender Offers are subject to the conditions described in the Offer Documents. However, the financing condition described in the Offer Documents was satisfied on May 19, 2015, upon Ally's consummation of a new debt financing in an aggregate principal amount of $1,400,000,000. Full details of the terms and conditions of the Tender Offers are set forth in the Offer Documents, which are available from GBSC. Ally may amend, extend or, subject to applicable law, terminate the Tender Offers at any time.

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