DETROIT, Oct. 8, 2014 /PRNewswire/ -- Ally Financial Inc. (NYSE: ALLY) today announced the early results of its previously announced cash tender offers (the "Tender Offers") to purchase a portion of its outstanding 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"). On Sept. 24, 2014, Ally commenced the Tender Offers in accordance with the terms and conditions described in an offer to purchase, dated Sept. 24, 2014, and a related Letter of Transmittal (collectively, the "Tender Offer Materials").
Ally also announced today that it increased the maximum aggregate principal amount of the Tender Offers from $700,000,000 to $750,002,000 (as so increased, the "Aggregate Maximum Tender Amount"), subject to the Maximum Tender Amount for each series of Notes set forth in the table below, which in the case of the 8.000% Senior Guaranteed Notes and the 7.500% Senior Guaranteed Notes has been increased from the previously announced Maximum Tender Amount for such series. This announcement amends the Tender Offer Materials with respect to the Aggregate Maximum Tender Amount and in the case of the 8.000% Senior Guaranteed Notes and the 7.500% Senior Guaranteed Notes, with respect to the Maximum Tender Amount for each such series. All other terms and conditions of the Tender Offers described in the Tender Offer Materials 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 Oct. 7, 2014 (such date and time, the "Early Tender Date"), Ally had received valid tenders from holders of the Notes as outlined in the table below.
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Title of Notes
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CUSIP
Number
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Aggregate
Principal
Amount
Outstanding
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Maximum
Tender
Amount
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Aggregate
Principal
Amount
Tendered
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% of
Principal
Amount
Outstanding
Tendered
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Approximate
Proration
Factor
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8.000% Senior
Notes due 2031
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370425RZ5
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$932,540,000
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$150,000,000
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$674,978,000
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72.4%
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22.3%
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8.000% Senior
Guaranteed
Notes due 2020
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02005NAE0;
36186RAA8;
U36195AA0
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$1,900,000,000
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$300,002,000
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$1,537,003,000
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80.9%
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19.7%
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7.500% Senior
Guaranteed
Notes due 2020
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02005NAJ9
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$1,750,000,000
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$300,000,000
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$1,489,741,000
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85.1%
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20.2%
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Ally also announced today that it intends to accept for purchase $750,002,000 aggregate principal amount of Notes, being the increased Aggregate Maximum Tender Amount validly tendered on or before the Early Tender Date. Because the aggregate principal amount validly tendered (and not validly withdrawn) as of the Early Tender Date for each series of Notes exceeds the applicable Maximum Tender Amount for each such series, Notes accepted for purchase today will be subject to proration based on the terms described in the Tender Offer Materials utilizing the applicable approximate proration factor set forth in the table above. In addition, because the Tender Offers were each fully subscribed as of the Early Tender 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 Aggregate Maximum Tender Amount and the Maximum Tender Amount for one or more series of Notes. Ally reserves the right, but is under no obligation, to further increase the the Aggregate Maximum Tender Amount or the Maximum Tender Amount with respect to any series of Notes at any time, subject to compliance with applicable law.
Holders that validly tendered Notes at or prior to the Early Tender Date and whose tendered Notes are accepted for purchase, subject to the Maximum Tender Amount for each series of Notes set forth in the table above and the proration procedures described in the Tender Offer Materials, will be entitled to receive for each $1,000 principal amount of Notes accepted for purchase the Total Consideration (as defined in the Tender Offer Materials), which includes the Early Tender Premium (as defined in the Tender Offer Materials), on the Early Settlement Date, which Ally expects to be today, Oct. 8, 2014.
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 Oct. 22, 2014, unless extended by Ally (the "Expiration Date"). 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 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 Oct. 7, 2014, 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 Tender Date and prior to the Expiration Date will receive the Tender Offer Consideration (as defined in the Tender Offer Materials) for each $1,000 principal amount of Notes accepted for purchase, but 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 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 applicable Settlement Date (as such term is defined in the Tender Offer Materials).
The Tender Offers are subject to the conditions described in the Tender Offer Materials. However, the financing condition described in the Tender Offer Materials was satisfied on Sept. 29, 2014, upon Ally's consummation of a new debt financing in an aggregate principal amount of $1,000,000,000. Full details of the terms and conditions of the Tender Offers are set forth in the Tender Offer Materials, which are available from GBSC. Ally may amend, extend or, subject to applicable law, terminate the Tender Offers at any time.
Citigroup and Deutsche Bank Securities are the dealer managers in the Tender Offers. GBSC 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 Tender Offer Materials and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 294-2200 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 Tender Offer Materials. 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 forwardlooking 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
gina.proia@ally.com
SOURCE Ally Financial