Obligation Allied Financial Inc. 4.625% ( US02005NBC39 ) en USD

Allied Financial Inc.

100 % ▼

Etats-unis

US02005NBC39 ( en USD )

4.625% par an ( paiement semestriel )

18/05/2022 - Obligation échue

Prospectus brochure de l'obligation Ally Financial Inc US02005NBC39 en USD 4.625%, échue

2 000 USD

400 000 000 USD

02005NBC3

BBB- ( Qualité moyenne inférieure )

N/A

Ally Financial Inc. est une société financière diversifiée offrant des services bancaires aux consommateurs et aux entreprises, notamment des prêts automobiles, des cartes de crédit, des comptes de dépôt et des services d'investissement.

L'Obligation émise par Allied Financial Inc. ( Etats-unis ) , en USD, avec le code ISIN US02005NBC39, paye un coupon de 4.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/05/2022
L'Obligation émise par Allied Financial Inc. ( Etats-unis ) , en USD, avec le code ISIN US02005NBC39, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Calculation of Registration Fee
Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered
Offering Price
Registration Fee(1)
3.600% Senior Notes due 2018
$1,000,000,000
$116,200
4.625% Senior Notes due 2022
$400,000,000
$46,480
(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-193070
Prospectus Supplement
(To Prospectus dated December 24, 2013)
$1,400,000,000
Ally Financial Inc.
$1,000,000,000 3.600% Senior Notes due 2018
$400,000,000 4.625% Senior Notes due 2022
This is an offering of $1,000,000,000 aggregate principal amount of 3.600% Senior Notes due 2018 (the "2018
notes") and $400,000,000 aggregate principal amount of 4.625% Senior Notes due 2022 (the "2022 notes" and, together
with the 2018 notes, the "notes") of Ally Financial Inc. ("Ally"). The 2018 notes will bear interest at a rate of 3.600% per
year and the 2022 notes will bear interest at a rate of 4.625% per year. Ally will pay interest on (i) the 2018 notes semi-
annually on May 21 and November 21, in cash in arrears, of each year, beginning on November 21, 2015 and (ii) the 2022
notes semi-annually on May 19 and November 19, in cash in arrears, of each year, beginning on November 19, 2015. The
2018 notes will mature on May 21, 2018 and the 2022 notes will mature on May 19, 2022.
Each series of 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 such notes. Each series of 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, to the extent of the value of the assets of those subsidiaries.
Each series of notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Neither the 2018 notes nor the 2022 notes will be listed on any exchange, listing authority or quotation system. Currently,
there is no public market for either series of notes. Neither the 2018 notes nor the 2022 notes are subject to redemption
prior to maturity and there is no sinking fund for either series of notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 and incorporated by reference
herein to read about risks you should consider before buying the notes.
Per 2018 note
Total
Per 2022 note
Total
Price to public(1)
99.437% $994,370,000
98.387% $393,548,000
Underwriting
discount
0.650% $
6,500,000
0.850% $
3,400,000
Proceeds, before expenses, to
Ally
98.787% $987,870,000
97.537% $390,148,000
(1) Plus accrued interest, if any, from May 19, 2015.
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 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.
Each series of notes will be ready for delivery in book-entry form through The Depository Trust Company
("DTC") and its participants, including Euroclear Bank, SA/NV and Clearstream Banking, société anonyme, on or about
May 19, 2015.
Joint Book-Running Managers
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Citigroup
Deutsche Bank Securities
Goldman, Sachs & Co.
Morgan Stanley
Co-Managers
BMO Capital Markets
CIBC
Lloyds Securities
Scotiabank
US Bancorp
Cabrera Capital Markets, LLC C.L. King & Associates Drexel Hamilton MFR Securities, Inc. Ramirez & Co., Inc.
May 14, 2015
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TABLE OF CONTENTS
Prospectus Supplement
Page
Cautionary Statement Regarding Forward-Looking Statements
S-1
Industry and Market Data
S-1
Summary
S-2
Use of Proceeds
S-7
Ratio of Earnings to Fixed Charges
S-8
Risk Factors
S-9
Capitalization
S-13
Selected Historical Consolidated Financial Data
S-14
Description of Notes
S-15
Book-Entry, Delivery and Form of Notes
S-21
Certain Benefit Plan and IRA Considerations
S-24
U.S. Federal Income Tax Consequences
S-26
Underwriting
S-29
Incorporation by Reference; Where You Can Find More Information
S-33
Legal Matters
S-34
Independent Registered Public Accounting Firm
S-34
Prospectus
Page
About this Prospectus
1
Information Incorporated by Reference; Where You Can Find More Information
2
Cautionary Statement Regarding Forward-Looking Statements
3
Summary
4
Risk Factors
5
Use of Proceeds
6
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Dividend
Requirements
7
Description of Senior Guaranteed Notes and Guarantees of Senior Guaranteed Notes
8
Description of Senior Notes
19
Description of Subordinated Notes
25
Description of Preferred Stock
26
Book-Entry, Delivery and Form of Notes
28
Validity of Securities
31
Experts
31
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 and the underwriters 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, and the underwriters are not, making an offer of these notes in any jurisdiction 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.
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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
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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 on a consolidated basis, unless otherwise indicated or 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 and the accompanying prospectus contain or incorporate 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 are intended to identify forward-
looking statements. All statements contained in or incorporated by reference into this prospectus supplement and the
accompanying prospectus, 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, 2014, as updated by our subsequent Quarterly Report on Form 10-Q and our Current
Reports on Form 8-K and the other documents 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 any forward-looking statements contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus and should consider all uncertainties and risks discussed, including those under "Risk
Factors" in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein.
Such forward-looking statements apply only as of the date they are made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances that arise after the date the forward-looking statement is
made.
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.
S-1
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SUMMARY
This summary highlights some of the information contained, or incorporated by reference, in this prospectus
supplement. It does not contain all of the information that is important to you. You should read both this prospectus
supplement and the accompanying prospectus in their entirety, including the information incorporated by reference, 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-9 and incorporated
by reference herein as well as the section entitled "Cautionary Statement Regarding Forward-Looking Statements" on
page S-1.
Ally Financial Inc.
Ally Financial Inc. is a leading, independent, diversified financial services firm with $153.5 billion in assets as
of March 31, 2015. Founded in 1919, we are a leading financial services company with more than 95 years of
experience providing a broad array of financial products and services, primarily to automotive dealers and retail
customers. We operate as a financial holding company and a bank holding company. Our banking subsidiary, Ally
Bank, is an indirect, wholly-owned subsidiary of Ally Financial Inc. and a leading franchise in the growing direct
(internet, telephone, mobile, and mail) banking market, with total assets of $104.5 billion and deposits of $60.6 billion
as of March 31, 2015.
Our principal executive offices are located at 200 Renaissance Center, Detroit, Michigan 48265, and our
telephone number is (866) 710-4623.
Our Business
Our Dealer Financial Services operations offer a wide range of financial services and insurance products to
over 17,000 automotive dealerships and approximately 4.4 million of their retail customers. We have deep dealer
relationships that have been built over our more than 95-year history, and we are leveraging competitive strengths to
expand our dealer footprint. Our dealer-focused business model encourages dealers to use our broad range of products
through incentive programs like our Ally Dealer Rewards program, which rewards individual dealers based on the
depth and breadth of our relationship. Our automotive finance services include providing retail installment sales
contracts, loans, and leases, offering term loans to dealers, financing dealer floorplans and other lines of credit to
dealers, fleet financing, and vehicle remarketing services. We also offer retail vehicle service contracts and
commercial insurance primarily covering dealers' wholesale vehicle inventories. We are a leading provider of vehicle
service contracts, guaranteed automobile protection and maintenance coverage.
Ally Bank, our direct banking platform, is focused on the continued prudent expansion of assets and further
building a stable deposit base through growing and deepening relationships with its over 950,000 primary customers
driven by its compelling brand and strong value proposition. Ally Bank raises deposits directly from customers
through direct banking via internet, telephone, mobile and mail channels. Ally Bank offers a full spectrum of deposit
product offerings including savings and money market accounts, certificates of deposit, interest-bearing checking
accounts, trust accounts, and individual retirement accounts. We continue to expand the deposit product offerings and
accessibility in our banking platform in order to meet customer needs. Ally Bank funded $6.9 billion of finance
receivables, loans, and operating leases during the three months ended March 31, 2015. Additionally, during the three
months ended March 31, 2015, the deposit base at Ally Bank grew $2.7 billion, an increase of 5% from December 31,
2014. Ally Bank's assets and operating results are divided between our Automotive Finance operations, Mortgage
operations and Corporate Finance business based on its underlying business activities.
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, 2014, as well as any descriptions of our business in our subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are incorporated by reference herein.
S-2
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Recent Development
Concurrent Tender Offers
Concurrently with this offering, we launched cash tender offers for up to an aggregate of $700,000,000
principal amount of (i) our 8.000% Senior Guaranteed Notes due 2020, (ii) our 7.500% Senior Guaranteed Notes due
2020, (iii) our 8.000% Senior Notes due 2031, (iv) our 5.500% Senior Guaranteed Notes due 2017 and (v) our 6.250%
Senior Guaranteed Notes due 2017 (the "Tender Offers"). The net proceeds from this offering will be used to fund the
Tender Offers. See "Use of Proceeds." While the Tender Offers are conditioned upon, among other things, the
consummation of this offering, this offering is not conditioned upon the consummation of the Tender Offers. The
Tender Offers are not being made pursuant to this prospectus supplement.
Ratio of Earnings to Fixed Charges
Our ratio of earnings to fixed charges for the three months ended March 31, 2015 and the years ended
December 31, 2014, 2013, 2012, 2011 and 2010 were 1.40, 1.43, 1.10, 1.13, 0.96 and 0.95, respectively. See "Ratio of
Earnings to Fixed Charges."
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Summary of the Notes
The summary below describes the principal terms of the notes. Certain of the terms and conditions described
below are subject to important limitations and exceptions. The "Description of Notes" section of this prospectus
supplement contains more detailed descriptions of the terms and conditions of the notes.
For a description of certain considerations that should be taken into account in connection with an investment
in the notes, see "Risk Factors" beginning on page S-9.
Issuer
Ally Financial Inc.
Notes Offered
$1,000,000,000
aggregate principal amount of 3.600% Senior
Notes due 2018 and $400,000,000 aggregate principal amount of
4.625% Senior Notes due 2022.
Maturity Date
The 2018 notes will mature on May 21, 2018 and the 2022 notes
will mature on May 19, 2022.
Interest
The 2018 notes will bear interest at a rate of 3.600% per year,
payable semi-annually, in arrears, on May 21 and November 21 of
each year, commencing on November 21, 2015. The 2022 notes
will bear interest at a rate of 4.625% per year, payable semi-
annually, in arrears, on May 19 and November 19 of each year,
commencing on November 19, 2015.
Ranking
Each series of notes will constitute unsubordinated unsecured
indebtedness of Ally.
Each series of notes will:
·
rank equally in right of payment with all of Ally's
existing and future unsubordinated unsecured
indebtedness;
·
rank senior in right of payment to all of Ally's existing
and future indebtedness that by its terms is expressly
subordinated to such notes;
·
be effectively subordinated to Ally's existing and
future secured indebtedness to the extent of the value
of the assets securing such indebtedness; and
·
be structurally subordinated to all of the existing and
future indebtedness and other liabilities (including
trade payables and lease obligations and, in the case of
Ally Bank, its deposits) of Ally's subsidiaries to the
extent of the value of the assets of such subsidiaries.
As of March 31, 2015, the Company had approximately $73.2
billion in principal amount of total debt outstanding, consisting of
$26.3 billion and $46.9 billion in principal amount of unsecured
and secured debt, respectively. As of March 31, 2015, Ally on a
standalone basis had approximately $25.2 billion in aggregate
principal amount of total debt outstanding, all of which was
unsecured.
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