On May 16, 2019, Ally Financial Inc. (Ally) entered into an Underwriting Agreement incorporating Allys Underwriting
Agreement Standard Provisions (Debt Securities) (together, the Underwriting Agreement) with Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and RBC Capital Markets, LLC as representatives of the several
Underwriters named therein (the Underwriters), pursuant to which Ally agreed to sell to the Underwriters $750,000,000 aggregate principal amount of 3.875% Senior Notes due 2024 (the Notes and such offer and sale of the Notes,
the Offering). The Notes were registered pursuant to Allys shelf registration statement on Form
S-3
(File
No. 333-214831)
(the Registration
Statement), which became automatically effective on November 29, 2016.
The Underwriting Agreement contains customary
representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the document which is attached as Exhibit 1.1 to this Current Report on Form
8-K
and incorporated by reference herein.
The Notes will be issued pursuant to an Indenture dated as of July 1, 1982, as supplemented and amended by the first supplemental
indenture dated as of April 1, 1986, the second supplemental indenture dated as of June 15, 1987, the third supplemental indenture dated as of September 30, 1996, the fourth supplemental indenture dated as of January 1, 1998, and
the fifth supplemental indenture dated as of September 30, 1998 (the Indenture) between the Company and The Bank of New York Mellon (successor to Morgan Guaranty Trust Company of New York), as trustee, and an action of the executive
committee of Ally dated as of May 16, 2019 (the Executive Committee Action).
In connection with the Offering, the
Company is filing the Underwriting Agreement, the Executive Committee Action, a legal opinion and consent as, respectively, Exhibit No. 1.1, Exhibit No. 4.1, Exhibit No. 5.1 and Exhibit No. 23.1 to this Form
8-K,
each of which is incorporated by reference in its entirety into the Registration Statement. The Indenture and the Form of Notes are each filed as exhibits to the Registration Statement.