Obligation Alliant Financial 5.5% ( US02005NAL47 ) en USD

Alliant Financial

100 % ⇌

Etas-Unis

US02005NAL47 ( en USD )

5.5% par an ( paiement semestriel )

15/02/2017 - Obligation échue

Prospectus brochure de l'obligation Ally Financial US02005NAL47 en USD 5.5%, échue

1 000 USD

1 500 000 000 USD

02005NAL4

BB+ ( Spéculatif )

Ba3 ( Spéculatif )

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 US02005NAL47, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2017

L'Obligation émise par Alliant Financial ( Etas-Unis ) , en USD, avec le code ISIN US02005NAL47, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Alliant Financial ( Etas-Unis ) , en USD, avec le code ISIN US02005NAL47, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B5 1 d295509d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-171519
Calculation of Registration Fee

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)
5.500% Senior Guaranteed Notes due 2017

$1,000,000,000
$114,600
Guarantee of 5.500% Senior Guaranteed Notes due 2017

--

(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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Prospectus Supplement
(To Prospectus dated January 3, 2011)

$1,000,000,000
Ally Financial Inc.
5.500% Senior Guaranteed Notes due 2017
Guaranteed by Certain Subsidiaries of Ally Financial Inc.
This is an offering of $1,000,000,000 aggregate principal amount of 5.500% Senior Guaranteed Notes due 2017 (the
"notes") of Ally Financial Inc. ("Ally"). The notes will bear interest at a rate of 5.500% per year. Ally will pay interest on the notes
semi-annually on February 15 and August 15, in cash in arrears, of each year, beginning on August 15, 2012. The notes will mature on
February 15, 2017.
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 Corporation, 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-17 and incorporated by reference herein
to read about the risks you should consider before buying the notes.

Per Note
Total

Price to Public(1)

98.926%
$989,260,000
Underwriting discount

1.250%
$ 12,500,000
Proceeds, before expenses, to Ally

97.676%
$976,760,000

(1) Plus accrued interest, if any, from February 14, 2012.
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 the 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 14, 2012.

Joint Book-Running Managers

Barclays Capital
Citigroup
Goldman, Sachs & Co.

Morgan Stanley
Co-Managers

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Deutsche Bank Securities
Lloyds Securities
RBC Capital Markets

Scotiabank
C.L. King & Associates

MFR Securities
February 9, 2012
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TABLE OF CONTENTS

Prospectus Supplement

Page
Cautionary Statement Regarding Forward-Looking Statements
S-i

Industry and Market Data
S-i

Summary
S-1

Recent Developments
S-4

Use of Proceeds
S-15
Ratio of Earnings to Fixed Charges
S-16
Risk Factors
S-17
Capitalization
S-23
Selected Historical Consolidated Financial Data
S-24
Description of Notes
S-25
Book-Entry, Delivery and Form of Notes
S-36
Certain Benefit Plan and IRA Considerations
S-39
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 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
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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.
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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, which 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 those 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 our plans, strategies, prospects and expectations regarding future events and our 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,
2010, as updated by our subsequent Quarterly Reports on Form 10-Q, 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. 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, except
where expressly required by law.
INDUSTRY AND MARKET DATA
We obtained the industry, market and competitive position data included in this prospectus supplement and in the documents
incorporated by reference herein from our own internal estimates and research as well as from industry and general publications and
research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been
obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information.

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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-17 and the section entitled "Cautionary Statement Regarding Forward-Looking Statements" on page S-i.
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. 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 on a consolidated basis
and the term "Ally" refers only to Ally Financial Inc.
Ally Financial Inc.
Ally (formerly GMAC Inc.) is a leading, independent, globally diversified, financial services firm with $182 billion in
assets and operations in 37 countries. Founded in 1919, we are a leading automotive financial services company with over 90
years of experience providing a broad array of financial products and services to automotive dealers and their customers. We are
also one of the largest residential mortgage companies in the United States. We became a bank holding company on December 24,
2008, under the Bank Holding Company Act of 1956, as amended (the BHC Act). Our banking subsidiary, Ally Bank, is an
indirect wholly owned subsidiary of Ally and a leading franchise in the growing direct (online and telephonic) banking market,
with $38.9 billion of deposits at September 30, 2011. 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. Our Global Automotive Services business
is centered around our strong and longstanding relationship with automotive dealers and supports our automotive manufacturing
partners and their marketing programs. Our Global Automotive Services business serves approximately 21,000 dealers globally
with a wide range of financial services and insurance products. We believe our dealer-focused business model makes us the
preferred automotive finance company for thousands of our automotive dealer customers. We have specialized incentive
programs that are designed to encourage dealers to direct more of their business to us. In addition, we believe our longstanding
relationship with General Motors Company ("GM") has resulted in particularly strong relationships between us and thousands of
dealers and extensive operating experience relative to other automotive finance companies.
Our mortgage business is a leading originator and servicer of residential mortgage loans in the United States and
Canada.
Ally Bank, our direct banking platform, provides our automotive finance and mortgage loan operations with a stable and
low-cost funding source and facilitates prudent asset growth. Our focus is on building a stable deposit base driven by our
compelling brand and strong value proposition. Ally Bank raises deposits directly from customers through a direct banking
channel over the internet and by telephone. Ally Bank offers a full spectrum of deposit product offerings including certificates of
deposit, savings accounts and money market accounts, as well as an online checking product. Ally Bank's assets and operating
results are divided between our North American Automotive Finance operations and Mortgage operations based on its underlying
business activities.

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For more information about our lines of business, please refer to "Item 1. Business" of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2010, as well as any descriptions of our business in our subsequent Quarterly Reports on
Form 10-Q, incorporated by reference herein.
The Note Guarantors
The notes will be guaranteed on a joint and several basis by the following subsidiaries of Ally: Ally US LLC (formerly
known as GMAC US LLC), IB Finance Holding Company, LLC, GMAC Latin America Holdings LLC, GMAC International
Holdings B.V. and GMAC Continental Corporation. Debt of the note guarantors or of subsidiaries of the note guarantors that is
owed to Ally or other subsidiaries of Ally will rank junior to the note guarantees or will be held by a note guarantor.
Each note guarantor is a first-tier wholly owned subsidiary of Ally. A simplified structure chart of Ally and each of the
note guarantors is set forth below:

Ally US LLC (formerly known as GMAC US LLC). Ally US LLC ("US LLC"), a Delaware limited liability company,
was incorporated on May 30, 2007 and is a wholly owned subsidiary of Ally. US LLC currently holds certain assets and
intellectual property associated with our U.S. Automotive Finance business. In addition, all of our employees associated with the
U.S. Automotive Finance business and our corporate functions are employed by US LLC. As of September 30, 2011, US LLC and
its subsidiaries had no material assets or liabilities. The registered office of US LLC is at Corporation Trust Center, 1209 N.
Orange Street, New Castle County, Wilmington, Delaware 19801-1120.
IB Finance Holding Company, LLC. IB Finance Holding Company, LLC ("IB Finance"), a Delaware limited liability
company, was incorporated on October 10, 2006 and is wholly owned by Ally. The registered office of IB Finance is at
Corporation Trust Center, 1209 N. Orange Street, New Castle County, Wilmington, Delaware 19801-1120. IB Finance is a
holding company that conducts no business other than holding all of the equity interests in Ally Bank. Ally Bank is a Utah
chartered commercial non-member bank that raises deposits directly from customers through the direct banking channel via the
internet and over the telephone. Ally Bank provides our automotive finance and mortgage loan operations with a stable and
low-cost funding source and facilitates prudent asset growth. Neither Ally Bank nor any other subsidiary of IB Finance is directly
guaranteeing the notes.
GMAC Latin America Holdings LLC. GMAC Latin America Holdings LLC ("Latin America LLC"), a Delaware
limited liability company, was incorporated on August 18, 2006 and is a wholly owned direct subsidiary of Ally. The registered
office of Latin America LLC is at Corporation Trust Center, 1209 N. Orange Street, New Castle County, Wilmington, Delaware
19801-1120. Latin America LLC is a holding company that conducts no business other than holding 99.9% of the equity interests
in Ally Credit, S.A. de C.V., Sociedad Financiera de Objeto Limitado Filial ("Ally Credit"), and certain other non-material
subsidiaries. As of September 30, 2011, Latin America LLC and its Mexican subsidiaries, excluding Ally Credit, had no material
assets or liabilities. Ally Credit is a regulated Mexican entity and services all of the tangible assets associated with Ally's
Mexican retail and wholesale Automotive Finance business. The majority of the loans made by Ally

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Credit (including approximately 76.8% of its retail originations and approximately 74.5% of its wholesale originations) have
been sold or securitized, in accordance with Ally Credit's funding strategy. All of Ally Credit's employees associated with the
Mexican retail and wholesale Automotive Finance business are employed through a service contract with Servicios GMAC S.A.
de C.V. ("Servicios"), a payroll company that employs substantially all of Ally Credit's employees and is 99.9% owned by Latin
America LLC. Neither Ally Credit nor Servicios is directly guaranteeing the notes.
GMAC International Holdings B.V. GMAC International Holdings B.V. ("GMAC International Holdings"), a private
company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) was incorporated under the laws of The
Netherlands on November 7, 2006, with its seat at The Hague, The Netherlands and is a wholly owned direct subsidiary of Ally.
The registered office of GMAC International Holdings is Hogeweg 16, 2585 JD's- Gravenhage, The Netherlands. As of
September 30, 2011, we conduct our retail and wholesale Automotive Finance business primarily in the following countries
through GMAC International Holdings: Canada, Italy and France. GMAC International Holdings holds 100% of the equity
interests in GMAC Pan European Auto Receivable Lending (PEARL) B.V. ("Pearl"). Pearl conducts no business other than
investing in the subordinated tranches of certain securitization facilities. GMAC International Holdings also holds 100% of the
equity interests in GMAC International Finance B.V. ("GMACIF"), a Dutch private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid), through which we conduct our international funding operations. GMACIF also
provides intercompany lending to our international subsidiaries. As we continue to sell assets or cease asset originations in
certain countries, we expect that consolidated assets at GMAC International Holdings will be reduced over time.
GMAC Continental Corporation. GMAC Continental Corporation ("Continental Corporation"), a Delaware limited
liability company, was incorporated on November 3, 1930 and is a wholly owned direct subsidiary of Ally. The registered office
of Continental Corporation is at Corporation Trust Center, 1209 N. Orange Street, New Castle County, Wilmington, Delaware
19801-1120. Continental Corporation is a Delaware limited liability company that has active Automotive Finance foreign branch
operations in Belgium. As of September 30, 2011, Continental Corporation also holds approximately 49.5% of the outstanding
equity interests in MasterLease Limited, and certain other non-material subsidiaries, through which we may provide services to
support our remaining European fleet management and full-service leasing portfolios. Certain of MasterLease Limited's business
units were classified as discontinued operations under U.S. GAAP during the fourth quarter of 2009 and have been divested.
Continental Corporation's subsidiaries are not directly guaranteeing the notes.
Ratio of Earnings to Fixed Charges
Our ratio of earnings to fixed charges for the nine months ended September 30, 2011 and years ended December 31,
2010, 2009, 2008, 2007 and 2006 were 1.02 and 1.16, 0.03, 1.53, 0.90 and 1.14, respectively. See "Ratio of Earnings to Fixed
Charges."

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RECENT DEVELOPMENTS
On February 2, 2012, Ally reported a net loss of $250 million for the fourth quarter of 2011, compared to a net loss of
$210 million in the prior quarter and net income of $79 million for the fourth quarter of 2010. Ally reported a core pre-tax loss of
$24 million in the fourth quarter of 2011, compared to core pre-tax income of $119 million in the prior quarter and core pre-tax
income of $526 million in the comparable prior year period. Core pre-tax income (loss) reflects income (loss) from continuing
operations before taxes and original issue discount (OID) amortization expense primarily from bond exchanges.
The fourth quarter of 2011 was impacted by a $270 million charge for penalties expected to be imposed by certain
regulators and other governmental agencies in connection with foreclosure-related matters. Excluding the impact of this charge,
the company's core pre-tax income totaled $246 million in the fourth quarter of 2011.
For full year 2011, Ally reported a net loss of $201 million, compared to net income of $1.1 billion in 2010. Core
pre-tax income in 2011 totaled $985 million, compared to core pre-tax income of $2.4 billion in the prior year. Excluding the
impact of the foreclosure-related charge, the company's core pre-tax income totaled $1.3 billion in 2011.
Income/(Loss) from Continuing Operations by Segment

Increase/
(Decrease)

vs.

4Q 11
3Q 11
4Q 10
3Q 11
4Q 10

($ millions)

North American Automotive Finance

$ 478 $ 551 $ 589 $ (73) $(111)
International Automotive Finance

21

89

8

(68)

13

Insurance

93

111

165
(18)

(72)

Global Automotive Services

$ 592 $ 751 $ 762 $(159) $(170)
Mortgage Origination and Servicing

(237) (292) 173
55

(410)
Legacy Portfolio and Other(1)

(65)

(117) (53)

52

(12)

Mortgage Operations

$(302) $(409) $ 120 $ 107 $(422)
Corporate and Other (ex. OID)(2)

(314) (223) (356) (91)

42

Core pre-tax (loss) income(3)

$ (24) $ 119 $ 526 $(143) $(550)
Foreclosure-related charge

270
--

--

270
270

Core pre-tax income(3), excluding foreclosure-related charge

$ 246 $ 119 $ 526 $ 127 $(280)
OID amortization expense

137
225
301
(88)

(164)
Income tax expense

73

93

45

(20)

28

(Loss) from discontinued operations(4)

(16)

(11)

(101) (5)

85

Net (loss) income

$(250) $(210) $ 7 9 $ (40) $(329)

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