As filed with the Securities and Exchange Commission on December 12, 2017
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ALLY FINANCIAL INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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38-0572512
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Ally Detroit Center
500 Woodward Ave.
Floor
10, Detroit, Michigan 48226
(866) 710-4623
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
David J. DeBrunner
Ally
Detroit Center
500 Woodward Ave.
Floor 10, Detroit, Michigan 48226
(866) 710-4623
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
John B. Meade, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New
York, NY 10017
(212) 450-4000
Approximate
date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed
Maximum
Offering
Price
Per Unit(1)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee(2)
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Variable Denomination Adjustable Rate Demand Notes
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$0
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100%
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$0
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$0
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(1)
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Estimated solely for the purpose of determining the registration fee. This registration statement covers all investments in the Demand Notes up to $12.5 billion, with fees based on the total amount of the Demand Notes
outstanding from this offering not exceeding $12.5 billion at a particular time.
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(2)
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Previously paid in connection with the filing of the Registration Statement on Form S-3 on October 1, 2004 (File No. 333-119470), which Registration Statement was withdrawn by the Registrant. Pursuant to Rule
457(p) under the Securities Act, such unutilized filing fee may be applied to the filing fee payable pursuant to this Registration Statement.
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Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus included in this Registration Statement also relates to Demand Notes of
the Registrant registered and remaining unissued on October 22, 1985 (Registration No. 2-99057), April 9, 1986 (Registration No. 33-4661), June 30, 1986 (Registration
No. 33-6717), February 24,
1987 (Registration No. 33-12059), December 30, 1988 (Registration No. 33-26057), October 17, 1989 (Registration
No. 33-31596), June 9, 1998 (Registration No. 333-56431), March 31, 2000 (Registration No. 333-33652), October 20, 2003 (Registration No. 333-108862), December 19, 2003 (Registration
No. 333-111380), January 19, 2006 (Registration No. 333-131150), January 16, 2009 (Registration No. 333-156775), January 6, 2012 (Registration No. 333-178919) and December 22, 2014 (Registration
No. 333-201205).