8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 11, 2020

Date of Report (Date of earliest event reported)

Commission file number: 1-3754

ALLY FINANCIAL INC.

(Exact name of registrant as specified in its charter)

Delaware	38-0572512
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Ally Detroit Center

500 Woodward Ave.

Floor 10, Detroit, Michigan

48226

(Address of principal executive offices)

(Zip Code)

(866) 710-4623

(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) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ALLY	NYSE
8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2 of GMAC Capital Trust I	ALLY PRA	NYSE

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 December 11, 2020, Ally Financial Inc. (“Ally”) announced that it is terminating the offering of its Variable Denomination Adjustable Rate Demand Notes (the “Demand Notes”) and redeeming in full all outstanding Demand Notes as of March 1, 2021. Ally anticipates that it will cease offering Demand Notes beginning on or about February 18, 2021. The current aggregate principal amount of outstanding Demand Notes held by investors that are not wholly-owned subsidiaries of Ally Financial Inc. is approximately $2.5 billion and the interest rate is determined on a weekly basis and may vary based on outstanding account balance. Holders of Demand Notes may continue to demand repayment of Demand Notes at any time in advance of the redemption by Ally, as permitted under the terms of the Demand Notes.

A copy of the Notice of Termination and Full Redemption issued to holders announcing the termination of the offering of the Demand Notes and redemption of all outstanding Demand Notes is attached hereto as Exhibit 99.1.

Item 9.01    Exhibits.

Exhibit No.	Description of Exhibits
99.1	Notice of Termination and Full Redemption, dated December 11, 2020
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)
Dated:	December 11, 2020	/s/ David J. DeBrunner
		David J. DeBrunner
		Vice President, Chief Accounting Officer and Controller

EX-99.1

NOTICE OF TERMINATION AND FULL REDEMPTION

To the Holders of

ALLY FINANCIAL INC.

VARIABLE DENOMINATION ADJUSTABLE RATE DEMAND NOTES

NOTICE IS HEREBY GIVEN that, pursuant to Sections 13.01 and 13.02 of the Indenture dated as of October 15, 1985, as it has been amended from time to time (the “Indenture”), between Ally Financial Inc., a Delaware corporation (as successor under the Indenture to General Motors Acceptance Corporation) (the “Company”), and U.S. Bank National Association (as successor under the Indenture to Manufacturers National Bank of Detroit), as trustee (the “Trustee”), relating to the Company’s Variable Denomination Adjustable Rate Demand Notes (the “Demand Notes”), all of the Demand Notes outstanding on the Redemption Date (as defined below) (the “Redeemed Demand Notes”) are being called for optional redemption on March 1, 2021 (the “Redemption Date”). The Demand Notes program will be terminated as of the Redemption Date and no further offerings of Demand Notes will be made by the Company. Capitalized terms used herein and not defined are used as defined in the Indenture.

The redemption price will be equal to the principal amount of the Redeemed Demand Notes on the Redemption Date, plus accrued and unpaid interest on the principal amount of the Redeemed Demand Notes to, but excluding, the Redemption Date (the “Redemption Price”).

On the Redemption Date, the Redemption Price will become due in respect of the Redeemed Demand Notes. Unless the Company defaults in paying the Redemption Price, interest on the Redeemed Demand Notes will cease to accrue on and after the Redemption Date.

Northern Trust is the Paying Agent with respect to the Demand Notes subject to redemption. The Paying Agent will provide further instructions regarding its redemption process. You must follow the Paying Agent’s redemption process in order to receive the Redemption Price. The Paying Agent’s address is:

Registered, Courier or Certified Mail:	Regular Mail:
Ally Demand Notes 5505 N. Cumberland Ave., Suite 307 Chicago, IL 60656	Ally Demand Notes The Northern Trust Company P.O. Box 75707 Chicago, IL 60675-5707

IMPORTANT TAX INFORMATION

In accordance with United States federal tax laws, payers are required to withhold 24% of the payment upon redemption to certain U.S. noteholders who have not returned a correctly completed IRS Form W-9 entitled “Request for Taxpayer Identification Number and Certification.” If you need a copy of the IRS Form W-9 you should be able to obtain one from your local bank or IRS service center, or from the IRS website (www.irs.gov). If you have not previously furnished us with an IRS Form W-9, please forward a correctly completed IRS Form W-9 to the address above together with your Redeemed Demand Notes to avoid any such withholding and penalties. Those holders who are required to provide their taxpayer identification number on IRS Form W-9 and who fail to do so may also be subject to a penalty of $50. Payers may be required to withhold 24% of the payment upon redemption to non-U.S. noteholders that fail to certify their exempt status by properly completing the applicable IRS Form W-8.

Direct inquiries to the Paying Agent by telephone at (800) 684-8823.

Date: December 11, 2020        Ally Financial Inc.

XML

Document and Entity Information Document	Dec. 11, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 11, 2020
Entity File Number	1-3754
Entity Registrant Name	ALLY FINANCIAL INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-0572512
Entity Address, Address Description	Ally Detroit Center
Entity Address, Address Line One	500 Woodward Ave.
Entity Address, Address Line Two	Floor 10
Entity Address, City or Town	Detroit
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48226
City Area Code	866
Local Phone Number	710-4623
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000040729
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ALLY
Trust Preferred Securities Subject to Mandatory Redemption [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2 of GMAC Capital Trust I
Trading Symbol	ALLY PRA