On December 1, 2020, Ally Financial Inc. (“Ally”) entered into an Underwriting Agreement incorporating Ally’s Underwriting Agreement Standard Provisions (Debt Securities) (together, the “Underwriting Agreement”) with BofA Securities, Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, as representatives of the several Underwriters named therein (the “Underwriters”), pursuant to which Ally agreed to sell to the Underwriters $450,000,000 aggregate principal amount of additional 1.450% Senior Notes due 2023 (the “Notes” and such offer and sale of the Notes, the “Offering”). The Notes were registered pursuant to Ally’s shelf registration statement on Form S-3 (File No. 333-234810) (the “Registration Statement”), which became automatically effective on November 21, 2019.
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 December 1, 2020 (the “Executive Committee Action”). The terms of the Notes, other than their issue date and public offering price, will be identical to the terms of the $750,000,000 aggregate principal amount of 1.450% Senior Notes due October 2, 2023 (the “existing notes”), offered and sold by Ally’s prospectus supplement dated September 16, 2020, and the accompanying prospectus. The Notes will form a single series with and will have the same CUSIP number as the existing notes and will trade interchangeably with the existing notes immediately upon settlement.
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 is filed as an exhibit to the Registration Statement. The form of Note was filed as Exhibit 4.2 to Ally’s Current Report on Form 8-K filed on September 18, 2020, and incorporated by reference in its entirety into the Registration Statement.
