Filed Pursuant to Rule 433
RegistrationNo. 333-234810
Term Sheet dated June 1, 2020
3.050% Senior Notes due 2023
| Issuer: | Ally Financial Inc. (“Ally”) | |
| Expected Ratings*: | BBB- (Negative Outlook) /BBB- (Negative Watch) (S&P / Fitch) | |
| Title of Securities: | 3.050% Senior Notes due 2023 (the “Notes”) | |
| Legal Format: | SEC Registered | |
| Trade Date: | June 1, 2020 | |
| Settlement Date: | June 3, 2020 (T+2) | |
| Final Maturity Date: | June 5, 2023 | |
| Aggregate Principal Amount: | $800,000,000 | |
| Gross Proceeds: | $794,392,000 | |
| Underwriting Discount: | 0.400% | |
| Net Proceeds to Ally before Estimated Expenses: | $791,192,000 | |
| Coupon: | 3.050% | |
| Issue Price: | 99.299% | |
| Benchmark Treasury: | 0.125% due May 15, 2023 | |
| Benchmark Treasury Yield: | 0.197% | |
| Spread to Benchmark Treasury: | 310 bps | |
| Yield to Maturity: | 3.297% | |
| Interest Payment Dates: | Semi-annually, in arrears on June 5 and December 5 of each year, until maturity, commencing December 5, 2020 | |
| Optional Redemption: | The notes will be redeemable at Ally’s option, in whole or in part, at any time or from time to time, on or after November 30, 2020 (180 days from June 3, 2020) (or, if additional notes are issued thereafter, beginning 180 days after the issue date of such additional notes) and prior to May 6, 2023 (30 days prior to the maturity date) at a redemption price, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, equal to the greater of:
• 100% of the aggregate principal amount of the notes being redeemed on that redemption date; and
• the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed that would be due if the notes to be redeemed matured on May 6, 2023 (30 days prior to the maturity date) (not including any portion of such payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a360-day year consisting of twelve30-day months) at the applicable Treasury Rate (as defined in the prospectus supplement) plus 50 basis points.
On and after May 6, 2023 (30 days prior to the maturity date), the notes will be redeemable, in whole or in part, at any time and from time to time, at Ally’s option at a redemption price equal to 100% of the aggregate principal amount of the notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. | |
| Day Count Convention: | 30/360; Unadjusted, Following Business Day convention | |
| Business Days: | New York | |
| CUSIP/ISIN Numbers: | CUSIP: 02005N BK5 ISIN: US02005NBK54 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Citigroup Global Markets Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC | |
| Co-Managers: | Lloyds Securities Inc. Raymond James & Associates, Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Academy Securities, Inc. AmeriVet Securities, Inc. Blaylock Van, LLC Multi-Bank Securities, Inc. R. Seelaus & Co., LLC | |
| Denominations: | $2,000 x $1,000 | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The Issuer has filed a registration statement (including a prospectus and related preliminary prospectus supplement for the offering) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus in that registration statement and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at1-888-603-5847, Citigroup Global Markets Inc. toll-free at1-800-831-9146, Morgan Stanley & Co. LLC toll-free at1-866-718-1649 or RBC Capital Markets, LLC toll-free at1-866-375-6829.
This communication should be read in conjunction with the preliminary prospectus supplement and the accompanying prospectus for the Notes. The information in this communication supersedes the information in the preliminary prospectus supplement and the accompanying prospectus for the Notes to the extent it is inconsistent with the information in such preliminary prospectus supplement or the accompanying prospectus.