Obligation Alliant Financial 4.5% ( US02005NAF78 ) en USD

Alliant Financial

100 % ⇌

Etas-Unis

US02005NAF78 ( en USD )

4.5% par an ( paiement semestriel )

11/02/2014 - Obligation échue

Prospectus brochure de l'obligation Ally Financial US02005NAF78 en USD 4.5%, échue

2 000 USD

1 750 000 000 USD

02005NAF7

NR

NR

Ally Financial est une société de services financiers diversifiée offrant des produits bancaires aux consommateurs et aux concessionnaires automobiles, notamment des prêts automobiles, des comptes bancaires, des cartes de crédit et des investissements.

L'Obligation émise par Alliant Financial ( Etas-Unis ) , en USD, avec le code ISIN US02005NAF78, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/02/2014

L'Obligation émise par Alliant Financial ( Etas-Unis ) , en USD, avec le code ISIN US02005NAF78, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Alliant Financial ( Etas-Unis ) , en USD, avec le code ISIN US02005NAF78, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-171519
Calculation of Registration Fee

Title of Each Class of
Maximum Aggregate
Amount of
Securities to be Registered
Offering Price

Registration Fee(1)
4.500% Senior Guaranteed Notes due 2014
$1,000,000,000
$116,100
Guarantee of 4.500% Senior Guaranteed Notes due 2014
--
(2)
Floating Rate Senior Guaranteed Notes due 2014
$1,250,000,000
$145,125
Guarantee of Floating Rate Senior Guaranteed Notes due 2014
--
(2)

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

(2)
In accordance with Rule 457(n), no additional registration fee is payable with respect to the guarantees.
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Table of Contents
Prospectus Supplement
(To Prospectus dated January 3, 2011)

$2,250,000,000
Ally Financial Inc.
4.500% Senior Guaranteed Notes due 2014
Floating Rate Senior Guaranteed Notes due 2014
Guaranteed by Certain Subsidiaries of Ally Financial Inc.
This is an offering of $1,000,000,000 aggregate principal amount of 4.500% Senior Guaranteed Notes due 2014 (the "Fixed Rate Notes") and $1,250,000,000
aggregate principal amount of Floating Rate Senior Guaranteed Notes due 2014 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "notes") of Ally
Financial Inc. ("Ally"). The Fixed Rate Notes will bear interest at a rate of 4.500% per year. The Floating Rate Notes will bear interest at a rate, reset quarterly, equal to
three-month LIBOR plus 3.200%. Ally will pay interest on the Fixed Rate Notes semi-annually on February 11 and August 11, in cash in arrears, of each year, beginning
on August 11, 2011. Ally will pay interest on the Floating Rate Notes quarterly on February 11, May 11, August 11 and November 11 of each year, beginning on May 11,
2011. The notes will mature on February 11, 2014.
The notes will be unsubordinated unsecured obligations of Ally and will rank equally in right of payment with all of Ally's existing and future unsubordinated
unsecured indebtedness and senior in right of payment to all existing and future indebtedness that by its terms is expressly subordinated to the notes. The notes will be
effectively subordinated to all existing and future secured indebtedness of Ally to the extent of the value of the assets securing such indebtedness and structurally
subordinated to all existing and future indebtedness and other liabilities (including trade payables) of subsidiaries of Ally that are not note guarantors, to the extent of the
value of the assets of those subsidiaries.
The notes will be unconditionally guaranteed by Ally US LLC, IB Finance Holding Company, LLC, GMAC Latin America Holdings LLC, GMAC
International Holdings B.V. and GMAC Continental LLC, each a subsidiary of Ally (collectively, the "note guarantors"), on an unsubordinated basis (the "note
guarantees"). The note guarantees will be unsubordinated unsecured obligations of each note guarantor and will rank equally in right of payment with all of each applicable
note guarantor's existing and future unsubordinated unsecured indebtedness, including each note guarantor's guarantee of certain outstanding Ally notes, and senior in right
of payment to all existing and future indebtedness of the applicable note guarantor that by its terms is expressly subordinated to the applicable note guarantee. Each note
guarantee will be effectively subordinated to any secured indebtedness of such note guarantor to the extent of the value of the assets securing such indebtedness and will be
structurally subordinated to all of the existing and future indebtedness and other liabilities (including trade payables) of any non-guarantor subsidiaries of such note
guarantor to the extent of the value of the assets of such subsidiaries. See "Description of Notes--Ranking."
The notes will be issued in denominations of $2,000 and integral multiples of $1,000. The notes will not be listed on any exchange, listing authority or
quotation system. Currently, there is no public market for the notes. The notes are not subject to redemption prior to maturity and there is no sinking fund for the notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-15 and incorporated by reference herein to read about the risks you should
consider before buying the notes.

Per Fixed
Per Floating

Rate Note
Total

Rate Note
Total
Price to Public(1)

100.000%
$1,000,000,000
100.000%
$1,250,000,000
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Underwriting discount

0.875%
$
8,750,000
0.875%
$
10,937,500
Proceeds, before expenses, to Ally

99.125%
$ 991,250,000
99.125%
$1,239,062,500

(1)
Plus accrued interest, if any, from February 11, 2011
The notes are not savings or deposit accounts of Ally or any of its subsidiaries, and are not insured by the Federal Deposit Insurance Corporation (the
"FDIC") or any other government agency or insurer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form through The Depository Trust Company ("DTC") and its participants, including Euroclear Bank,
S.A./N.V. and Clearstream Banking, société anonyme, on or about February 11, 2011.
Joint Book-Running Managers

Barclays Capital

Citi
Goldman, Sachs & Co.
RBS
Co-Managers

BNP PARIBAS

Deutsche Bank Securities
RBC Capital Markets
Scotia Capital

Aladdin Capital LLC

Blaylock Robert Van, LLC
CastleOak Securities, L.P.
Ramirez & Co., Inc.
February 8, 2011
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Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Cautionary Statement Regarding Forward-Looking Statements

S-ii
Summary

S-1
Use of Proceeds

S-14
Risk Factors

S-15
Capitalization

S-21
Selected Historical Consolidated Financial Data

S-22
Description of Notes

S-24
Book-Entry, Delivery and Form of Notes

S-36
Certain Benefit Plan and IRA Considerations

S-39
Material U.S. Federal Income Tax Consequences

S-41
Underwriting

S-44
Incorporation by Reference; Where You Can Find More Information

S-48
Legal Matters

S-49
Independent Registered Public Accounting Firm

S-49
Prospectus

About this Prospectus

ii
Information Incorporated By Reference; Where You Can Find More Information

iii
Cautionary Statement Regarding Forward-Looking Statements

iv
Summary

1
Risk Factors

3
Use of Proceeds

9
Ratio of Earnings To Fixed Charges

9
Description of Senior Guaranteed Notes and Guarantees of Senior Guaranteed Notes

10
Book-Entry, Delivery and Form of Notes

20
Validity of Securities

23
Experts

23

We provide information to you about this offering in two separate documents. The accompanying prospectus provides general information about us
and the securities we may offer from time to time. This prospectus supplement describes the specific details regarding this offering. Additional information is
incorporated by reference in this prospectus supplement. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you
should rely on this prospectus supplement.
Neither we nor the underwriters have authorized anyone to provide any information other than that contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer of these notes
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in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus or in any such free writing prospectus is accurate as of any date other than their respective dates.
The distribution of this prospectus supplement, the accompanying prospectus or any free writing prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement, the accompanying prospectus or any free writing prospectus
comes should inform themselves about and observe such restrictions. This prospectus supplement, the accompanying prospectus or any free writing prospectus
does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation.
References in this prospectus supplement to "the Company," "we," "us," and "our" refer to Ally Financial Inc. and its direct and indirect subsidiaries
(including Residential Capital, LLC, or "ResCap") on a consolidated basis, unless the context otherwise requires, and the term "Ally" refers only to Ally
Financial Inc.

S-i
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Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement contains or incorporates by reference documents containing various forward-looking statements within the meaning of applicable
federal securities laws, including the Private Securities Litigation Reform Act of 1995, that are based upon our current expectations and assumptions concerning future
events that are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated.
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. All statements contained in or incorporated by reference into this prospectus supplement, 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 our current judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not
guarantees of any events or financial results, and our actual results may differ materially due to numerous important factors that are described in Item 1A of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2009, as updated by our subsequent Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and
the other documents specifically incorporated by reference herein. See "Incorporation by Reference; Where You Can Find More Information". Many of these risks,
uncertainties and assumptions are beyond our control, and may cause our actual results and performance to differ materially from our expectations. Factors that could cause
our actual results to be materially different from our expectations include, among others, the risk factors set forth herein (see "Risk Factors"), and the following:

·
Our inability to repay our outstanding obligations to the U.S. Department of the Treasury (the "Treasury"), or to do so in a timely fashion and without

disruption to our business;

·
Uncertainty of our ability to enter into transactions or execute strategic alternatives to realize the value of our Residential Capital, LLC ("ResCap")

operations;

·
Securing low cost funding for the Company and ResCap and maintaining the mutually beneficial relationship between the Company and GM, and the

Company and Chrysler;

·
Our ability to maintain an appropriate level of debt and capital;

·
The profitability and financial condition of GM and Chrysler;

·
Our ability to realize the anticipated benefits associated with our conversion to a bank holding company, and the increased regulation and restrictions that

we are now subject to;

·
Continued challenges in the residential mortgage and capital markets;

·
The potential for deterioration in the residual value of off-lease vehicles;

·
The continuing negative impact on ResCap and our mortgage business generally due to the decline in the U.S. housing market;

·
Any impact resulting from delayed foreclosure sales or related matters;

·
The potential for legal liability resulting from claims related to the sale of private-label mortgage-backed securities;

·
Risks related to potential repurchase obligations due to alleged breaches of representations and warranties in mortgage securitization transactions;
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Table of Contents

·
Changes in U.S. government-sponsored mortgage programs or disruptions in the markets in which our mortgage subsidiaries operate;

·
Disruptions in the market in which we fund the Company's and ResCap's operations, with resulting negative impact on our liquidity;

·
Changes in our 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 the credit ratings of ResCap, Ally, Chrysler, or GM;

·
Changes in economic conditions, currency exchange rates or political stability in the markets in which we operate;

·
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 recently enacted Dodd-Frank financial regulatory reform bill); and

·
The success, or lack thereof, of this offering of notes.
Accordingly, you should not place undue reliance on the forward-looking statements contained or incorporated by reference in this prospectus supplement.
These forward-looking statements speak only as of the date of this prospectus supplement. We undertake 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.
INDUSTRY AND MARKET DATA
In this prospectus supplement and in the documents incorporated by reference herein, we rely on and refer to information and statistics regarding our industry.
We obtained this market data from independent industry publications or other publicly available information. Although we believe that these sources are reliable, we and
the underwriters have not independently verified and do not guarantee the accuracy and completeness of this information.

S-iii
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Table of Contents
SUMMARY
This summary highlights some of the information contained, or incorporated by reference, in this prospectus supplement to help you understand our
business and the notes. It does not contain all of the information that is important to you. You should carefully read this prospectus supplement in its entirety,
including the information incorporated by reference into this prospectus supplement, to understand fully the terms of the notes, as well as the other considerations
that are important to you in making your investment decision. You should pay special attention to the "Risk Factors" beginning on page S-15 and the section entitled
"Cautionary Statement Regarding Forward-Looking Statements" beginning on page S-ii.
Unless stated otherwise, the discussion in this prospectus supplement of our business includes the business of Ally Financial Inc. and its direct and
indirect subsidiaries (including ResCap). Unless otherwise indicated or the context otherwise requires, "the Company," "we," "us" and "our" refer to Ally
Financial Inc. and its direct and indirect subsidiaries (including ResCap) on a consolidated basis and the term "Ally" refers only to Ally Financial Inc.
Our Company
Ally is one of the world's largest automotive financial services companies with approximately $173.2 billion of assets at September 30, 2010. Founded in
1919 as a wholly owned subsidiary of General Motors Corporation (currently General Motors Company or GM), Ally is the official preferred source of financing for
GM, Chrysler, Saab, Suzuki, Fiat, and Thor Industries vehicles and offers a full suite of automotive financing products and services in key markets around the world.
Our other business units include mortgage operations and commercial finance, and our subsidiary, Ally Bank, which offers online retail banking products. Ally also
operates as a bank holding company. On December 24, 2008, we became a bank holding company under the Bank Holding Company Act of 1956, as amended. Our
principal executive offices are located at 200 Renaissance Center, Detroit, Michigan 48265, and our telephone number is (866) 710-4623.
Our Business
Global Automotive Services and Mortgage are our primary lines of business.
Global Automotive Services
Our Global Automotive Services offer a wide range of financial services and products to retail automotive consumers, automotive dealerships, and other
commercial businesses. Our Global Automotive Services consist of three separate reportable segments -- North American Automotive Finance operations,
International Automotive Finance operations, and Insurance operations. Our North American Automotive Finance operations include the automotive activities of Ally
Bank and our subsidiary ResMor Trust. The products and services offered by our automotive finance services include the purchase of retail installment sales contracts
and leases, offering of term loans to dealers, financing of dealer floorplans and other lines of credit to dealers, fleet leasing, and vehicle remarketing services. In
addition, our automotive finance services utilize bank deposit funding at Ally Bank, asset securitizations, whole-loan sales through our forward flow agreements, and
debt issuances, to the extent available, as components of our diversified funding strategy.
We also offer vehicle service contracts and selected commercial insurance coverages in the United States and internationally. We are a leading provider of
vehicle service contracts with mechanical breakdown and maintenance coverages. Our vehicle service contracts offer vehicle owners and lessees mechanical repair
protection and roadside assistance for new and used vehicles beyond the manufacturer's new vehicle warranty. Additionally, we provide commercial insurance
primarily covering dealers' wholesale vehicle inventory.

S-1
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Table of Contents
We have significantly streamlined our international presence to focus on strategic operations. Our International Automotive Finance operations will focus
the majority of originations in five core international markets: Germany, the United Kingdom, Brazil, Mexico, and China through our joint venture.
On September 30, 2010, we announced that we were selected to be the preferred financing provider for Fiat vehicles in the United States. We will offer
retail financing, leasing, wholesale financing, working capital and facility loans, and remarketing services to the new Fiat dealer network. In October 2010, Chrysler
began announcing dealers that secured a Fiat franchise in the United States.
On August 6, 2010, we entered into an agreement (the "Agreement") with Chrysler to provide automotive financing products and services to Chrysler
dealers and customers. The Agreement replaced and superseded the legally binding term sheet that we entered into with Chrysler on April 30, 2009, which
contemplated this definitive agreement. We are Chrysler's preferred provider of new wholesale financing for dealer inventory in the United States, Canada, Mexico,
and other international markets upon the mutual agreement of the parties. We provide dealer financing and services and retail financing to Chrysler dealers and
customers as we deem appropriate according to our credit policies and in our sole discretion. Chrysler is obligated to provide us with certain exclusivity privileges
including the use of Ally for designated minimum threshold percentages of certain of Chrysler's retail financing subvention programs. The Agreement extends
through April 30, 2013, with automatic one-year renewals unless either we or Chrysler provides sufficient notice of nonrenewal.
On July 13, 2010, we announced our intention to rebrand the GMAC consumer and dealer-related automotive finance operations in the United States,
Canada, and Mexico and begin using the Ally name during the month of August 2010. The Ally brand will be used for automotive financing activities to support the
following manufacturers: GM, Chrysler, Saab, Thor Industries, and Fiat United States and Mexico. Our automotive finance operations outside of these three countries
will continue to operate under the GMAC brand as options for further use of the Ally brand are evaluated.
On April 5, 2010, we announced that we expanded our automotive finance operations to include recreation vehicles and were selected by Thor Industries
as the preferred financial provider for their retail customers. During June 2010, we began accepting retail finance applications for new and used recreation vehicles
from Thor dealers in certain high volume states. We expect to expand retail financing nationwide to all qualified dealers in Thor's U.S. network by the end of 2010.
On March 15, 2010, we announced that Spyker Cars N.V., which recently purchased Saab Automobile from GM, selected Ally as the preferred source of
wholesale and retail financing for qualified Saab dealers and customers in North America and internationally.
Mortgage
Our Mortgage operations engage in the origination, purchase, servicing, sale, and securitization of consumer (i.e., residential) mortgage loans and
mortgage-related products. Mortgage operations include the Residential Capital, LLC legal entity, the mortgage operations of Ally Bank, and the Canadian mortgage
operations of ResMor Trust. In response to market conditions, our Mortgage operations substantially eliminated production of loans that do not conform to the
underwriting guidelines of the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), and the
Government National Mortgage Association (Ginnie Mae) in the United States.

S-2
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