Ally Financial Inc 8-K, filed Apr 22, 2021
Ally Financial Inc. (ALLY)
About this 8-K
Ally Financial Inc filed this 8-K on April 22, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Date of report; date of earliest event reported)
April 22, 2021
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b):
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On April 22, 2021, Ally Financial Inc. (“Ally”) issued a press release announcing that (a) GMAC Capital Trust I, a subsidiary trust of Ally (the “Trust”), is redeeming (i) 56,000,000 units of its 8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2 (the “TRUPS”) (constituting approximately 53.206651% of the outstanding TRUPS) and (ii) 1,680,000 units of its 8.125% Fixed Rate/Floating Rate Common Securities, Series 2 (the “Common Securities”) (constituting approximately 53.206651% of the outstanding Common Securities) and (b) Ally is redeeming 57,680,000 units of its 8.125% Fixed Rate/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2040 (the “Debentures”) (constituting approximately 53.206651% of the outstanding Debentures). A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed as part of this Report.
| Exhibit |
Description of Exhibits | |
| 99.1 | Press Release issued April 22, 2021 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ally Financial Inc. | ||||
| (Registrant) | ||||
| Date: April 22, 2021 | By: | /s/ David J. DeBrunner | ||
| Name: | David J. DeBrunner | |||
| Title: | Controller and Chief Accounting Officer | |||
Exhibit 99.1
Ally Financial Announces Partial Redemption of Trust Preferred Securities and Junior Debentures
DETROIT, April 22, 2021 — Ally Financial Inc. (NYSE: ALLY) announced today that GMAC Capital Trust I, a subsidiary trust of Ally (the “Trust”), is redeeming (i) 56,000,000 units of its 8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2 (CUSIP No. 361860208) (the “TRUPS”) (constituting approximately 53.206651% of the outstanding TRUPS) at a par price of $25.00 per unit, plus accrued interest payable from May 15, 2021, through the redemption date (which will be based on an annual rate equal to three-month LIBOR, to be determined as of May 13, 2021, plus 5.785%), and (ii) 1,680,000 units of its 8.125% Fixed Rate/Floating Rate Common Securities, Series 2 (the “Common Securities”) (constituting approximately 53.206651% of the outstanding Common Securities) at a par price of $25.00 per unit, plus all accrued and unpaid distributions thereon through the redemption date. Ally is also redeeming 57,680,000 units of its 8.125% Fixed Rate/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2040 (the “Debentures” and, together with the TRUPS and Common Securities, the “Securities”) (constituting approximately 53.206651% of the outstanding Debentures) held by the Trust at a par price of $25.00 per unit, plus all accrued and unpaid dividends through the redemption date. The Trust’s redemption of the called TRUPS and Common Securities will occur concurrently with Ally’s redemption of the called Debentures, all of which are held by the Trust. The proceeds from the redemption of the called Debentures will be applied to redeem the called TRUPS and Common Securities.
The redemption date will be May 24, 2021, for the Securities called for redemption. Redemptions will be on a pro rata basis for the TRUPS (as nearly as practicable without creating fractional units). Securities held through the Depositary Trust Company (“DTC”) will be redeemed according to the applicable procedures of DTC. After the redemption date, interest and distributions, as applicable, on the Securities called for redemption will cease to accrue.
The notice of redemption and related materials were delivered today to registered holders of record of the Securities. Questions relating to, and requests for additional copies of, the notice of redemption and related materials should be directed to the trustee for the Securities, The Bank of New York Mellon, 240 Greenwich Street – Floor 8W, New York, New York 10286, Attention: Corporate Trust Administration.
About Ally Financial
Ally Financial Inc. (NYSE: ALLY) is a leading digital financial-services company with $181.9 billion-in assets as of March 31, 2021. As a customer-centric company with passionate customer service and innovative financial solutions, we are relentlessly focused on “Doing it Right” and being a trusted financial-services provider to our consumer, commercial, and corporate customers. We are one of the largest full-service automotive-finance operations in the country and offer a wide range of financial services and insurance products to automotive dealerships and consumers. Our award-winning online bank (Ally Bank, Member FDIC and Equal Housing Lender) offers mortgage lending, personal lending, and a variety of deposit and other banking products, including savings, money-market, and checking accounts, certificates of deposit (CDs), and individual retirement accounts (IRAs). Additionally, we offer securities-brokerage and investment-advisory services through Ally Invest. Our robust corporate finance business offers capital for equity sponsors and middle-market companies.
For more information and disclosures about Ally, visit https://www.ally.com/#disclosures.
Contact:
Jillian Palash
Ally Communications (Media)
704-644-6201
jillian.palash@ally.com
Daniel Eller
Ally Investor Relations
704-444-5216
daniel.eller@ally.com
1