Ally Financial Announces the Early Results of Cash Tender Offers and Increases Tender Cap for 2020 Notes

DETROIT, Feb. 25, 2015 /PRNewswire/ -- Ally Financial Inc. (NYSE: ALLY) today announced the early results of its previously announced modified "Dutch Auction" cash tender offers (the "Tender Offers") to purchase a portion of its outstanding (i) 2020 Notes listed in the table below (the "2020 Offer"), with the maximum aggregate principal amount of 2020 Notes that Ally can accept in the 2020 Offer being up to $750,000,000 (subject to increase, the "2020 Tender Cap") and (ii) the 2031 Notes listed in the table below (together with the 2020 Notes, the "Notes") (the "2031 Offer" and, together with the 2020 Offer, the "Tender Offers"), with the maximum aggregate principal amount of 2031 Notes that Ally can accept in the 2031 Offer being up to $150,000,000 (subject to increase, the "2031 Tender Cap" and, together with the 2020 Tender Cap, the "Tender Caps"). On Feb. 10, 2015, Ally commenced the Tender Offers in accordance with the terms and conditions described in an offer to purchase, dated Feb. 10, 2015, and a related Letter of Transmittal (collectively, the "Offer Documents").

Ally also announced today that it increased the maximum aggregate principal amount of the 2020 Offer from $750,000,000 to $800,000,000 (as so increased, the "Revised 2020 Tender Cap"). This announcement amends the Offer Documents with respect to the 2020 Tender Cap. 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 Feb. 24, 2015 (such date and time, the "Early Participation Date"), Ally had received valid tenders from holders of the Notes as outlined in the tables below.

Ally also announced today that it intends to accept for purchase $800,000,000 aggregate principal amount of 2020 Notes, being the Revised 2020 Tender Cap, and $150,000,000 aggregate principal amount of 2031 Notes, being the 2031 Tender Cap, validly tendered on or before the Early Participation Date. Because the aggregate principal amount validly tendered (and not validly withdrawn) as of the Early Participation Date for the 2020 Notes and the 2031 Notes exceeds the Revised 2020 Tender Cap and the 2031 Tender Cap, respectively, any Notes validly tendered with a Bid Premium equal to the applicable Clearing Premium (each as defined in the Offer Documents) and accepted for purchase today will be subject to proration based on the terms described in the Offer Documents utilizing the applicable proration factor set forth in the tables above. Any Notes validly tendered with a Bid Premium less than the applicable Clearing Premium and accepted for purchase today will not be subject to proration. In addition, because the Tender Offers were each fully subscribed as of the Early Participation Date, holders who validly tender Notes after such date and on or before the Expiration Date will not have any of their Notes accepted for purchase, unless Ally further increases the Revised 2020 Tender Cap or the 2031 Tender Cap, as applicable. Ally reserves the right, but is under no obligation, to further increase either the Revised 2020 Tender Cap or the 2031 Tender Cap at any time, subject to compliance with applicable law.

Holders that validly tendered Notes at or prior to the Early Participation Date and whose tendered Notes are accepted for purchase, subject to the Revised 2020 Tender Cap and the 2031 Tender Cap, as applicable, set forth in the tables above and the proration procedures described in the Offer Documents, will be entitled to receive for each $1,000 principal amount of Notes accepted for purchase the Total Consideration (as defined in the Offer Documents), which includes the Early Participation Amount (as defined in the Offer Documents), on the Early Settlement Date, which Ally expects to be today, Feb. 25, 2015.

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

The Tender Offers will each expire at 11:59 p.m., New York City time, on March 10, 2015, unless extended by Ally (the "Expiration Date"). The settlement date, if necessary, for Notes validly tendered after the Early Participation Date and on or before the Expiration Date and which are accepted for purchase will occur promptly following the Expiration Date.

Holders who tendered their Notes on or before the "Withdrawal Date," which was 5:00 p.m., New York City time, on Feb. 24, 2015, may no longer withdraw their Notes, unless otherwise required by law, and holders of Notes who tender their Notes after the Withdrawal Date, but prior to the Expiration Date, may not withdraw their tendered Notes.  Holders of Notes validly tendering their Notes after the Early Participation Date and prior to the Expiration Date will receive the applicable Tender Offer Consideration (as defined in the Offer Documents) for each $1,000 principal amount of Notes accepted for purchase, but will not be eligible to receive the Early Participation Amount.

All Notes validly tendered and accepted for purchase pursuant to the Tender Offers will receive the applicable consideration described 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 Early Payment Date or the Final Payment Date, as the case may be (as such terms are defined in the Offer Documents).

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 Feb. 13, 2015, upon Ally's consummation of a new debt financing in an aggregate principal amount of $1,250,000,000.  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.

BofA Merrill Lynch, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are the dealer managers in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the tender agent and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 683-3215 (collect), Goldman, Sachs & Co. at +1 (800) 828-3182 (toll free) or (212) 902-6595 (collect) or Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect). Requests for copies of the Offer Documents and other related materials should be directed to Global Bondholder Services Corporation at (866) 807-2200 (toll-free) or (212) 430-3774 (collect).

None of Ally, its board of directors, the dealer managers, the tender agent, 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 Offer Documents. 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 $151.8 billion in assets as of Dec. 31, 2014, 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 ("GM"), and Ally and Chrysler Group LLC ("Chrysler"), 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
[email protected]

SOURCE Ally Financial