Ally Bank 2014 Annual Report Download - page 137

Table of Contents
Notes to Consolidated Financial Statements
Ally Financial Inc. • Form 10-K
125
18. Equity
Common Stock
In April 2014, we completed an initial public offering (IPO) of our common stock. All proceeds from the offering were obtained by the
U.S. Department of the Treasury (Treasury) as the single selling stockholder. In connection with the IPO, we effected a 310-for-one stock split
on shares of our common stock, $0.01 par value per share. Accordingly, all references in the Consolidated Financial Statements to share and
per share amounts relating to common stock have been adjusted, on a retroactive basis, to recognize the 310-for-one stock split. In addition,
on April 9, 2014, we increased the number of shares authorized for issuance of common stock to 1.1 billion. The following table presents
changes in the number of shares issued and outstanding.
Year ended December 31, (in shares) 2014 2013 2012
Common stock
Total issued and outstanding, January 1, 479,767,470 412,600,700 412,600,700
New issuances
Employee benefits and compensation plans 368,569 ——
Private placement (a) —67,166,770 —
Total issued, December 31, 480,136,039 479,767,470 412,600,700
Purchase of treasury stock (41,148) ——
Total outstanding, December 31, 480,094,891 479,767,470 412,600,700
Total treasury stock, December 31, 41,148 ——
(a) On November 20, 2013, Ally completed its private placement of its common stock for an aggregate price of $1.3 billion.
Preferred Stock
Series A Preferred Stock
Holders of the 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 8.5% 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 Series A Preferred Stock; (ii) paying
any dividends or making any distributions with respect to any stock that ranks junior in interest to the Series A Preferred Stock, until such
time as Ally has paid the dividends payable on shares of the 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 Series A Preferred Stock, subject to certain exceptions.
The holders of the Series A Preferred Stock do not have voting rights other than those set forth in the certificate of designations for the
Series A Preferred Stock included in Ally's Certificate of Incorporation. Ally may not redeem the Series A Preferred Stock before
May 15, 2016, and after such time the Series A Preferred Stock may be redeemed in certain circumstances. In the event of any liquidation,
dissolution or winding up of the affairs of Ally, holders of the Series A Preferred Stock will be entitled to receive the liquidation amount per
share of Series A Preferred Stock and an amount equal to all declared, but unpaid dividends declared prior to the date of payment out of assets
available for distribution, before any distribution is made for holders of stock that ranks junior in interest to the Series A Preferred Stock,
subject to the rights of Ally's creditors.
On April 9, 2014, we decreased the number of shares authorized for issuance of Series A Preferred Stock to approximately 41 million.
Series G Preferred Stock
The Series G Preferred Stock ranks equally in right of payment with each of our outstanding series of preferred stock in accordance with
the terms thereof. The Series G Preferred Stock accrues dividends at a rate of 7% per annum. Dividends are payable quarterly, in arrears, only
if and when declared by Ally's Board of Directors. Subject to any other restrictions contained in the terms of any other series of stock or other
agreements that Ally is or may become subject to, at Ally's option and subject to Ally having obtained any required regulatory approvals, Ally
may, subject to certain conditions, redeem the Series G Preferred Stock, in whole or in part, at any time or from time to time, upon proper
notice given, at a redemption price equal to the liquidation amount plus the amount of any accrued and unpaid dividends thereon through the
date of redemption. Any such redemption of all or a portion of the outstanding Series G Preferred Stock would result in a reduction of Tier 1
common equity equal to the difference between the total liquidation preference and our carrying value for the Series G Preferred Stock.
Further, so long as any shares of Series G Preferred Stock remain outstanding, if any shares of Parity Stock (as defined in the certificate of
designation for the Series G Preferred Stock) are redeemed, then shares of the Series G Preferred Stock shall also be redeemed on a pro rata
basis based on the aggregate liquidation amount of the Series G Preferred Stock and such Parity Stock. The Series G Preferred Stock
generally is nonvoting other than class-voting on certain matters under certain circumstances including generally, the authorization of senior
capital stock or amendments that adversely impact the Series G Preferred Stock. Ally may only make Restricted Payments if certain