Ally Financial Announces Cash Tender Offers

DETROIT, Feb. 10, 2015 /PRNewswire/ -- Ally Financial Inc. (NYSE: ALLY) today announced that it has commenced two separate modified "Dutch Auction" cash tender offers for its (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"). Ally reserves the right, but is under no obligation, to increase the 2020 Tender Cap and/or the 2031 Tender Cap without extending withdrawal rights except as required by law.

The terms and conditions of the Tender Offers are described in an offer to purchase, dated Feb. 10, 2015 (the "Offer to Purchase"), and a related Letter of Transmittal (together with the Offer to Purchase, the "Offer Documents").

Holders of Notes must validly tender and not validly withdraw their Notes on or prior to 5:00 p.m., New York City time, on February 24, 2015, unless extended by Ally (the "Early Participation Date"), in order to be eligible to receive an early participation amount of $30.00 per $1,000 principal amount of Notes validly tendered and not validly withdrawn (the "Early Participation Amount"). Notes tendered after the Early Participation Date will not be eligible to receive the Early Participation Amount.

The "Total Consideration" for each $1,000 principal amount of each series of Notes validly tendered (and not validly withdrawn) and accepted will be determined based on a formula consisting of a base price equal to (i) $1,195.00 for the 8.000% Senior Guaranteed Notes due 2020, (ii) $1,185.00 for the 7.500% Senior Guaranteed Notes due 2020 and (iii) $1,300.00 for the 8.000% Senior Notes due 2031, plus a Clearing Premium (as defined below) not to exceed $30.00 per $1,000 principal amount as to either Tender Offer. Holders validly tendering their Notes after the Early Participation Date and on or prior to the Expiration Date will only be eligible to receive the "Tender Offer Consideration," which will be equal to the Total Consideration less the Early Participation Amount.

The "Clearing Premium" for each of the 2020 Offer and the 2031 Offer for all series of Notes in such offer will be determined based on the bid premiums submitted by tendering holders of Notes of each series of the 2020 Offer and the 2031 Offer, respectively, on or prior to the Early Participation Date. The Clearing Premium in each of the 2020 Offer and the 2031 Offer of all series in such offer will be the lowest single premium in such offer at which Ally will be able to accept tendered Notes resulting in an aggregate principal amount of Notes up to the 2020 Tender Cap or the 2031 Tender Cap, as applicable, with bid premiums equal to or less than this lowest single premium. If the Notes tendered at or below the Clearing Premium in the 2020 Offer or the 2031 Offer would result in an aggregate principal amount greater than the 2020 Tender Cap or the 2031 Tender Cap, respectively, then holders of the Notes tendered at the Clearing Premium will be subject to proration as described in the Offer to Purchase. If on the Early Participation Date, the aggregate principal amount of Notes validly tendered (and not validly withdrawn) by holders in each of the 2020 Offer and the 2031 Offer would cause Ally to accept an aggregate principal amount of 2020 Notes or 2031 Notes, as applicable, in excess of the 2020 Tender Cap or the 2031 Tender Cap, respectively, then Ally will not accept for purchase any Notes tendered after the Early Participation Date for such offer. Any Notes validly tendered (and not validly withdrawn) after the Early Participation Date and on or prior to the Expiration Date will be deemed to have been tendered at a bid price equal to the Tender Offer Consideration, and any such tenders after the Early Participation Date will not be used for purposes of calculating the applicable Clearing Premium.

Accrued and unpaid interest will be paid on all Notes validly tendered (and not validly withdrawn) and accepted for purchase from the applicable last interest payment date to, but not including, the date on which such Notes are purchased. Ally may, but is not obligated to, elect following the Early Participation Date and prior to the Expiration Date to accept the Notes validly tendered and not validly withdrawn on or prior to the Early Participation Date, provided that all conditions to the Tender Offers have been satisfied or, where applicable, waived by Ally (the "Early Acceptance Date"), and Notes accepted on such date may be settled on such date or promptly thereafter (the "Early Payment Date"). The "Final Payment Date" is the date that Ally settles all Notes not previously settled on the Early Payment Date, if any, and Ally expects such date to be one business day following the Expiration Date. Ally currently expects the Early Payment Date to be February 25, 2015 and the Final Payment Date to be March 11, 2015.

The Tender Offers will each expire at 11:59 p.m., New York City time, on March 10, 2015, unless extended or earlier terminated by Ally (the "Expiration Date"). Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on February 24, 2015, unless extended by Ally (the "Withdrawal Date"), but not thereafter.

As described in the Offer to Purchase, Ally may extend the 2020 Offer and/or the 2031 Offer at any time and may amend or terminate either such Tender Offer if, before such time as any Notes have been accepted for payment pursuant to either Tender Offer, any condition of the Tender Offers is not satisfied or, where applicable, waived.

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 Offer to Purchase, 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) on the Early Acceptance Date or the Expiration Date, as applicable, and accepted for purchase by Ally, to pay all fees and expenses in connection with the Tender Offers and to pay Accrued Interest from the last interest payment date with respect to the Notes to, but not including, the Early Payment Date or the Final Payment Date, as applicable.

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

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