Unassociated Document
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
23, 2010
(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)
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Delaware
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38-0572512
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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200
Renaissance Center
P.O.
Box 200 Detroit, Michigan
48265-2000
(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))
Item
1.01 Entry into a Material Definitive
Agreement.
On
December 23, 2010 (the “Effective Date”), each of GMAC Mortgage, LLC (“GMACM”),
Residential Capital, LLC, Residential Funding Securities, LLC, Residential Asset
Mortgage Products, Inc., Residential Funding Company LLC, Residential Funding
Mortgage Securities I, Inc., Residential Accredit Loans, Inc. and Homecomings
Financial LLC (each wholly-owned subsidiaries of Ally Financial Inc. (“Ally”),
and collectively referred to herein as the “ResCap Parties”) entered into a
Settlement Agreement (the “Agreement”) with the Federal National Mortgage
Association (“Fannie Mae”).
Pursuant
to the Agreement, in exchange for a cash payment of $461.5 million, Fannie Mae
agreed to release the ResCap Parties and their affiliated entities (excluding
Ally Bank), including all officers, directors, employees, shareholders, members
and agents of the ResCap Parties (collectively, the “ResCap Released Parties”)
from certain potential mortgage related liabilities as described
below.
The
Agreement includes a release of the ResCap Released Parties from potential
liability related to Covered Mortgages (as defined below) with respect to
mortgage repurchase obligations related to breaches of selling representations
and warranties. For this purpose, “Covered Mortgages” include all
mortgages serviced by GMACM on behalf of Fannie Mae as of, or prior to, June 30,
2010, subject to certain exclusions. GMACM continues to be
responsible for other contractual obligations it has with Fannie Mae with
respect to the Covered Mortgages, including, for example, all indemnification
obligations that may arise in connection with the servicing of
mortgages.
The
Agreement also includes a release of the ResCap Released Parties with respect to
all claims, whether under federal or state securities law, contract law, or
otherwise, related to any actions or inactions prior to the Effective Date that
relate to certain mortgage-backed securities that were purchased by Fannie Mae
(the “Covered Securities”). Fannie Mae has further agreed not to
enforce, or take action to cause enforcement of, any potential representation or
warranty claim relating to the mortgage loans underlying the Covered
Securities. The foregoing release does not cover any violation of
servicing obligations including, without limitation, any failure to comply with
any requirements of law applicable to foreclosing on property serving as
collateral for any applicable mortgage loan.
As
previously disclosed, the Federal Housing Finance Agency (the “FHFA”), as
conservator of Fannie Mae and Freddie Mac, announced on July 12, 2010,
that it issued 64 subpoenas to various entities seeking documents related to
private-label mortgage-backed securities in which Fannie Mae and Freddie Mac had
invested. Certain of these subpoenas were directed at certain ResCap
Parties (the “ResCap Party Subpoenas”). In connection with the
Agreement, the FHFA has agreed to withdraw the ResCap Party Subpoenas that
relate to Fannie Mae.
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.
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ALLY FINANCIAL
INC.
(Registrant)
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| Dated: December 27,
2010 |
/S/
David J.
DeBrunner
David
J. DeBrunner
Vice
President, Chief Accounting Officer
and
Controller
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