Ally Bank 2011 Annual Report Download - page 186

Table of Contents
Notes to Consolidated Financial Statements
Ally Financial Inc. • Form 10−K
Preferred Stock
The following table summarizes information about our Series A and Series G preferred stock.
December 31, 2011 2010
Series A (a)
Carrying value ($ in millions) $ 1,021 $ 1,053
Par value (per share) $ 0.01 $ 0.01
Liquidation preference (per share) $ 25 $ 1,000
Number of shares authorized 160,870,560 4,021,764
Number of shares issued and outstanding 40,870,560 1,021,764
Dividend/coupon
Prior to May 15, 2016 8.5%
On and after May 15, 2016 3 month LIBOR + 6.243%
Redemption/call feature Perpetual (b)
Series G (c)
Carrying value ($ in millions) $ 234 $ 234
Par value (per share) $ 0.01 $ 0.01
Liquidation preference (per share) $ 1,000 $ 1,000
Number of shares authorized 2,576,601 2,576,601
Number of shares issued and outstanding 2,576,601 2,576,601
Dividend/coupon Fixed 7%
Redemption/call feature Perpetual (d)
(a) Refer to the next section of this note for a description of an amendment to the Series A preferred stock that occurred on March 25, 2011.
(b) Nonredeemable prior to May 15, 2016.
(c) Pursuant to a registration rights agreement, we are required to maintain an effective shelf registration statement. In the event we fail to meet this obligation, we may be required to
pay additional interest to the holders of the Series G Preferred Stock.
(d) Redeemable beginning at December 31, 2011.
Series A Preferred Stock
On March 1, 2011, pursuant to a registration rights agreement between Ally and GM, GM notified Ally of its intent to sell shares of Ally's existing
Fixed Rate Perpetual Preferred Stock, Series A (Existing Series A Preferred Stock), held by a subsidiary of GM. On March 25, 2011, Ally filed a Certificate
of Amendment of Amended and Restated Certificate of Incorporation (the Amendment) with the Secretary of State of the State of Delaware. Pursuant to the
Amendment, Ally's Certificate of Incorporation, which included the terms of the Existing Series A Preferred Stock, was amended to modify certain terms of
the Existing Series A Preferred Stock. As part of the Amendment, the Existing Series A Preferred Stock was redesignated as Ally's Fixed Rate / Floating
Rate Perpetual Preferred Stock, Series A (the Amended Series A Preferred Stock) and the liquidation amount was reduced from $1,000 per share to $25 per
share. The Amendment, and a corresponding amendment to Ally's bylaws, also increased the authorized number of shares of Amended Series A Preferred
Stock to 160,870,560 shares, which was adjusted to account for the decreased liquidation amount per share. The total number of shares outstanding
following the Amendment is 40,870,560 shares.
Immediately following the Amendment, the subsidiary of GM that held all of the outstanding Amended Series A Preferred Stock sold 100% of such
stock in an offering registered with the SEC. Ally did not receive any proceeds from the sale.
Holders of the Amended Series A Preferred Stock are entitled to receive, when, and if declared by Ally, noncumulative cash dividends. Beginning
March 25, 2011, to but excluding May 15, 2016, dividends accrue at a fixed rate of 8.500% per annum. Beginning on May 15, 2016, dividends will accrue
at a rate equal to three−month London interbank offer rate (LIBOR) plus 6.243%, commencing on August 15, 2016, in each case on the 15th day of
February, May, August, and November. Dividends will be payable to holders of record at the close of business on the preceding
February 1, May 1, August 1, or November 1, as the case may be, or on such other date, not more than seventy calendar days prior to the dividend payment
date, as will be fixed by the Ally Board of Directors. In the event that dividends with respect to a dividend period have not been paid in full on the dividend
payment date, we will be prohibited, subject to certain specified exceptions, from (i) redeeming, purchasing or otherwise acquiring, any stock that ranks on
a parity basis with, or junior in interest to, the Amended Series A Preferred Stock; (ii) paying any dividends or making any distributions with respect to any
stock that ranks junior in interest to the Amended Series A Preferred Stock, until such time as Ally has paid the dividends payable on shares of the Amended
Series A Preferred Stock with respect to a subsequent dividend period; and (iii) declaring or paying any dividend on any stock ranking on a parity basis with
the Amended Series A Preferred Stock, subject to certain exceptions.
The holders of the Amended Series A Preferred Stock do not have voting rights other than those set forth in the certificate of designations
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