Davis Polk advised Ally Financial Inc. (“Ally”) in connection with its $1.3 billion SEC-registered secondary sale of 54,926,296 shares of its common stock by the U.S. Department of the Treasury (U.S. Treasury), as part of the planned exit of its investment in Ally. Goldman, Sachs & Co. and Morgan Stanley & Co. LLC acted as joint book-running managers for the secondary sale.

Upon settlement, Ally will have exited the Troubled Asset Relief Program (TARP).

Ally is an independent, diversified, financial services firm with $149.2 billion in assets as of September 30, 2014. Founded in 1919, Ally is a leading automotive financial services company with approximately 95 years of experience, providing a broad array of financial products and services to automotive dealers and their customers. Ally operates as a financial holding company and a bank holding company. Ally’s banking subsidiary, Ally Bank, is an indirect wholly owned subsidiary of Ally and a leading franchise in the growing direct (Internet, telephone, mobile and mail) banking market.

The Davis Polk capital markets team included partners Richard J. Sandler and Richard A. Drucker and associates Roshni S. Banker and Alice Z. Chen. Partner Michael Mollerus and associate Nicholas A. Machen provided tax advice. Senior counsel Beverly Fanger Chase and counsel John T. Wright provided executive compensation advice. All members of the Davis Polk team are based in the New York office.