Mail Stop 3561
March 1, 2006
Via U.S. Mail
Jerome B. Van Orman, Jr.
Capital Auto Receivables, Inc.
200 Renaissance Center
Detroit, MI 48265
Re: Capital Auto Receivables, Inc.
Registration Statement on Form S-3
Filed February 2, 2006
File Nos. 333-131476 and 01
Dear Mr. Orman:
We have limited our review of your filing for compliance
with
Regulation AB. Please note that our limited review covers only
those
issues addressed in the comments below. Please also note that our
comments to either the base prospectus and/or the supplement
should be
applied universally, if applicable.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so that we can better understand your
disclosure. After reviewing this information, we may raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free to
call us at the telephone numbers listed at the end of this letter.
Registration Statement on Form S-3
General
1. Please confirm that the depositor or any issuing entity
previously
established, directly or indirectly, by the depositor or any
affiliate
of the depositor has been current and timely with Exchange Act
reporting during the last twelve months with respect to asset-
backed
securities involving the same asset class. Please refer to
General
Instruction I.A.4. of Form S-3. Also, please provide us with the
CIK
codes for any affiliate of the depositor that has offered a class
of
asset-backed securities involving the same asset class as this
offering.
2. Please confirm that all material terms to be included in the
finalized agreements will also be disclosed in the final Rule
424(b)
prospectus, or that finalized agreements will be filed
simultaneously
with or prior to the final prospectus. Refer to Item 1100(f) of
Regulation AB.
3. Please also confirm that you will file unqualified legal and
tax
opinions at the time of each takedown.
4. We note in your prospectus supplement that you contemplate the
use
of interest rate swaps. Please note that a takedown off of a
shelf
that involves assets, structural features, credit enhancement or
other
features that were not described in the base prospectus will
usually
require either a new registration statement, if to include
additional
assets, or a post-effective amendment. Refer to Rule 409 of the
Securities Act, which requires that the registration statement be
complete at the time of effectiveness, except for information that
is
not known or reasonably available. Please confirm for us that the
base prospectus includes all assets, credit enhancements or other
structural features reasonably contemplated to be included in an
actual takedown.
Registration Statement Cover Page
5. Please combine the registration statement cover pages, so that
the
COLT entity is named on the cover page, or is included on the
inside
front cover page, and the secured notes appear in the registration
statement fee table with the asset backed securities, or advise.
Prospectus Supplement
Overview, page S-2
6. Your transaction structure varies somewhat from the auto lease
securitization discussion in Section III.A.2.c of the Regulation
AB
adopting release (SEC Release 33-8518), regarding the nature of
the
issuing entity. For example, COLT will be issuing secured notes
over
different periods of time. Please advise us in detail of the
reasons
for this particular structure.
7. We note your statement that COLT also holds lease assets that
are
not part of the 20-SN pool. Please advise us of the purpose for
this,
and confirm that the inclusion of other assets does not raise any
series trust issues.
Credit Enhancement, page S-6
8. In an appropriate section, please provide a brief summary of
how
losses not covered by credit enhancement or support will be
allocated
to the securities (or classes of securities). Please refer to
Item
1103(a)(3)(ix) of Regulation AB.
Terms of the Secured Notes, page S-29
9. Please revise to provide further detail regarding the terms of
the
secured notes. For instance, we note from the first paragraph on
page 27 of the base prospectus that secured notes may be issued
with
interest rates or other terms that correspond to the securities
issued
by the issuing entity. Please provide representative disclosure
in
the supplement.
Base Prospectus
Credit Enhancement, page 67
Insurance Policy from a Monoline Financial Guarantor, page 68
10. We note that the securities may be insured by a monoline
financial
guarantor. We also note your disclosure in the spillover
paragraph on
page 69 that the monoline financial insurer may "provide
protection
against all risks of loss to the holders of a specified series or
class." Please revise to clarify here whether the insurance
policy
will guarantee the securities themselves. If so, please register
the
guarantees or advise. Refer to footnote 329 of the Regulation AB
adopting release (SEC Release 33-8518).
11. Furthermore, in the prospectus supplement, please add
bracketed
language containing form of disclosure regarding the monoline
financial insurer as outlined in Item 1114(a) of Regulation AB.
Also
add bracketed language to clarify that you will provide the
financial
information if the aggregate significance percentage is 10% or
more.
Refer to Item 1114(b)(1) and (2).
Part II
Exhibits
12. It appears that the pooling and servicing agreement you have
incorporated by reference does not comply with the new
requirements in
Exchange Act Rule 15d-18. Please advise and provide us with an
updated agreement when available, marked to show changes made to
comply with Regulation AB.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all the facts relating to a company`s
disclosure,
they are responsible for the accuracy and adequately of the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting
a request for acceleration. Please provide this request at least
two
business days in advance of the requested effective date.
If you have any questions regarding these comments, you may
contact Rolaine Bancroft at (202) 551-3313. If you need further
assistance, you may contact me at (202) 551-3750.
Regards,
Sara W. Dunton
Senior Attorney
cc: Via Facsimile (312) 706-8192
Elizabeth A. Raymond, Esq.
Mayer, Brown, Rowe & Maw LLP
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Jerome B. Van Orman, Jr.
Capital Auto Receivables, Inc.
March 1, 2006
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