29 03 2016

Ally Financial Inc.: Consent Solicitation For The Holders Of Its 8.000% Notes Due 2031

Cahill represented Citigroup Global Markets and Morgan Stanley as solicitation agents in connection with a consent solicitation by Ally Financial Inc., with respect to the solicitation of consents from the holders of its 8% Senior Notes due 2031.


Ally Financial Inc. (NYSE: ALLY) announced today that it has commenced a consent solicitation (the "Consent Solicitation") from holders of record at 5:00 p.m., New York City time, on March 10, 2016, of its 8.000% notes due 2031 (CUSIP No. 370425RZ5) (the "Notes") to terminate the replacement capital covenant entered into by Ally (as successor to GMAC) dated as of November 30, 2006 in connection with the issuance by Ally of 1,555,000 preferred membership interests which were subsequently converted into Ally's Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A of which there are currently 27,870,560 shares outstanding (the "Series A Preferred Shares"). The proposed termination of the replacement capital covenant requires, among other conditions, the consent (the "Consent") of the holders of Notes representing at least 51% in aggregate principal amount outstanding. The complete terms and conditions of the consent solicitation are as set forth in Ally's Consent Solicitation Statement dated March 11, 2016, and the related Letter of Consent (together, the "Solicitation Documents"), to be distributed to holders of the Notes for their consideration. Holders are urged to read the Solicitation Documents carefully. Under the terms of the replacement capital covenant, Ally may only redeem the Series A Preferred Shares if a specified amount of the funds used are proceeds from the sale of equity or certain equity-like securities and if such sale took place within a specified time period prior to such redemption. If the proposed termination becomes effective, Ally will not be subject to such restrictions with respect to a redemption of any or all of the Series A Preferred Shares. Cahill represented Citigroup Global Markets and Morgan Stanley with a team including James J. Clark (Picture), Noah B. Newitz, Paul Kang, Jr., Ross Sturman, Sarah E. Turney and C. Anthony Wolfe IV. Involved fees earner: James Clark - Cahill Gordon & Reindel; Noah Newitz - Cahill Gordon & Reindel; Paul Kang - Cahill Gordon & Reindel; Ross Sturman - Cahill Gordon & Reindel; Sarah Turney - Cahill Gordon & Reindel; Anthony Wolfe - Cahill Gordon & Reindel;

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