CITIGROUP GLOBAL MARKETS INC.
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO. LLC
BARCLAYS CAPITAL INC.
As representatives of the several Underwriters
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o Goldman, Sachs & Co.
200 West Street
New York, New York 10282-2198
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10171-0026
April 7, 2014
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
| Re: | Request for Effectiveness for Ally Financial Inc. |
Registration Statement on Form S-1 (File No. 333-173198)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Ally Financial Inc. (the “Company”) that the effective date of the Registration Statement be accelerated so that it will be declared effective at 2:00 p.m. Eastern Daylight Time, on Wednesday, April 9, 2014, or as soon as possible thereafter.
Pursuant to Rule 460 of the Act, we wish to advise you that the distribution of the Company’s preliminary prospectus relating to the proposed initial public offering of the Company’s common shares commenced on March 27, 2014. Approximately 5,540 copies of the preliminary prospectuses have been distributed to prospective underwriters, institutional investors, dealers and others. The preliminary prospectus has been available on the Securities and Exchange Commission’s website since March 27, 2014.
We, the undersigned, as representatives of the several Underwriters, have and will and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| GOLDMAN, SACHS & CO. | ||
| MORGAN STANLEY & CO. LLC | ||
BARCLAYS CAPITAL INC. as representatives of the several Underwriters | ||
| By: | CITIGROUP GLOBAL MARKETS INC. | |
| By: | /s/ Aaron Saperstein | |
| Name: Aaron Saperstein | ||
| Title: Vice President | ||
| By: | GOLDMAN, SACHS & CO. | |
| By: | /s/ Ryan Gilliam | |
| Name: Ryan Gilliam | ||
| Title: Vice President | ||
| By: | MORGAN STANLEY & CO. LLC | |
| By: | /s/ Katerina Pergola | |
| Name: Katerina Pergola | ||
| Title: Vice President | ||
| By: | BARCLAYS CAPITAL INC. | |
| By: | /s/ Geoffrey Feldkamp | |
| Name: Geoffrey Feldkamp | ||
| Title: Managing Director | ||
[Signature Page to Underwriters’ Acceleration Request]
