TERM SHEET DATED NOVEMBER 28, 2000
SUBJECT TO REVISION
Capital Auto Receivables Asset Trust 2000-2
$980,284,000 Asset Backed Notes, Class A
Capital Auto Receivables, Inc.
Seller
General Motors Acceptance Corporation
Servicer
This document is a preliminary term sheet describing the structure, collateral
pool and additional aspects of Capital Auto Receivables Asset Trust 2000-2. We
have prepared this term sheet with the cooperation of General Motors Acceptance
Corporation. The information and assumptions we have provided in this term sheet
are preliminary and will be superseded by a prospectus supplement and by any
other information subsequently filed by us with the SEC or incorporated by
reference in the relevant registration statement. This term sheet also
supersedes any prior or similar term sheet.
Please see the following page for more important information about this term
sheet.
The Trust will issue the following classes of Notes and Certificates:
Class A Notes
Initial
Variable Pay
A-1 A-2 A-3 A-4 Revolving
Notes(1) Notes Notes Notes Note(1) Certificates(1)
Principal Amount $463,000,000 $362,000,000 $267,000,00 $351,284,000 $557,000,000 $61,865,214.52
Interest Rate One Month
LIBOR,
plus __%
Targeted Final
Distribution Date June 2001 December 2001 June 2002 December 2002 N/A N/A
Final Scheduled
Distribution Date July 2002 April 2003 January 2004 July 2006 July 2006 July 2006
Price to Public N/A N/A N/A
Underwriting N/A N/A N/A
Discount
Proceeds to Seller N/A N/A N/A
(1) Not being offered hereby.
Credit Enhancement
o Reserve Account, with an initial deposit of $61,864,476.44.
o The Certificates are subordinated to the Notes.
Deutsche Banc Alex. Brown Banc One Capital Markets, Inc.
Credit Suisse First Boston
Merrill Lynch & Co.
Morgan Stanley Dean Witter
Salomon Smith Barney
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IMPORTANT INFORMATION ABOUT THIS TERM SHEET
None of the lead managers, co-managers, GMAC, the Issuer, the Seller or any of
their respective affiliates makes any representation as to the accuracy or
completeness of the information set forth in this term sheet. The information
contained in this term sheet only addresses some aspects of the applicable
security's characteristics and does not provide a complete assessment. So, the
information contained in this term sheet may not reflect the impact of all
structural characteristics of the security. Due to changes in circumstances, we
may modify the assumptions underlying the information set forth in this term
sheet, including structure and collateral, from time to time.
We have filed a registration statement (including a prospectus) relating to the
trust with the SEC and it is effective. We have also filed a base prospectus
dated August 26, 1999 under Rule 424(b). In connection with this offering, after
the securities have been priced and all of the terms and information related to
this transaction are finalized, we will file with the SEC a prospectus
supplement relating to the securities offered by the trust. This communication
is not an offer to sell or the solicitation of an offer to buy nor will there be
any sale of the securities of the trust in any state in which an offer,
solicitation or sale would be unlawful before the registration or qualification
under the securities laws of that state. A sale of the securities of the trust
will not be consummated unless the purchaser has received both the final
prospectus supplement and the prospectus. Neither the SEC nor any state
securities commission has approved or disapproved these Securities or determined
that this term sheet, the prospectus supplement or the prospectus is accurate or
complete. Any representation to the contrary is a criminal offense. Any
investment decision by you should be based on the information in the final
prospectus supplement and the prospectus, which will be current as of their
publication dates and after publication may no longer be complete or current.
You may obtain a final prospectus supplement and a prospectus by contacting
Deutsche Banc Alex. Brown at (212) 469-7730 or Banc One Capital Markets, Inc. at
(312) 732-1795.
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You can find the definitions of all capitalized terms used below that are not
defined in this term sheet in the prospectus of Capital Auto Receivables, Inc.
dated August 26, 1999 and filed under Rule 424(b), pertaining to Capital Auto
Receivables Asset Trusts. A copy of the prospectus is available from the SEC.
The prospectus will be superseded by a final prospectus supplement and a
prospectus to be dated November __, 2000. Your investment decision should be
based solely on the information in the final prospectus supplement and the
prospectus.
THE PARTIES
Issuer
Capital Auto Receivables Asset Trust 2000-2, a Delaware business trust formed by
the Seller, will issue four classes of Class A Notes, one or more Variable Pay
Revolving Notes and a class of Certificates.
Seller
Capital Auto Receivables, Inc., a wholly-owned
subsidiary of GMAC, will be the Seller to the Trust.
Servicer
GMAC, a wholly-owned subsidiary of General Motors Corporation, will be the
Servicer for the Trust.
Indenture Trustee
Bank One, National Association.
Owner Trustee
Bankers Trust (Delaware).
THE NOTES
Class A Notes
The Trust will issue the following Class A Notes:
Class Aggregate Principal Interest
Amount Rate
A-1 $463,000,000 _____%
A-2 $362,000,000 _____%
A-3 $267,000,000 _____%
A-4 $351,284,000 _____%
Only the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are
offered hereby. The Class A-1 Notes will be sold in a private placement and are
not offered hereby.
Variable Pay Revolving Notes
o At the time of issuance of the Class A Notes,
the Trust will issue an initial Variable Pay
Revolving Note with an initial principal
amount of $557,000,000. The Seller will sell a
100% participation interest in the initial
Variable Pay Revolving Note in a private
placement to a commercial paper facility
administered by GMAC. We are not offering
any interest in any Variable Pay Revolving
Note hereby.
o If this commercial paper facility makes each
incremental advance requested by the Seller
with respect to the initial Variable Pay
Revolving Note as described below, then no
additional Variable Pay Revolving Notes will
be issued. If those incremental advances do
not occur as requested, the Trust may issue
one or more additional Variable Pay
Revolving Notes to additional purchasers.
Neither this commercial paper facility nor any
other person is obligated to make any
incremental advance with respect to or
purchase a Variable Pay Revolving Note or
any interest therein. For ease of reference, we
use the term "the Variable Pay Revolving
Note" to refer collectively to the initial
Variable Pay Revolving Note and any other
Variable Pay Revolving Notes that may
subsequently be issued.
o The Seller will request incremental advances
under the Variable Pay Revolving Note on the
targeted final distribution date for each class
of the Class A Notes. The Seller will direct
the Trust to use the amount so advanced to
make principal payments on the applicable
Class A Notes on that targeted final
distribution date.
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o The initial Variable Pay Revolving Note will
bear interest at a floating rate of one-month
LIBOR plus __%, except as described below.
Any additional Variable Pay Revolving Note
that is issued will bear interest at a spread over
LIBOR that will be established at the time of
issuance based on market conditions, but the
spread will not exceed 2.50%. If the interest
rate swap described below is terminated, the
interest rate on each Variable Pay Revolving
Note will automatically become a fixed rate of
__% per annum, which is the fixed rate
payable by the Trust under the interest rate
swap.
o The Seller will only obtain incremental
advances under the Variable Pay Revolving
Note on the targeted final distribution date for
a class of Class A Notes if the aggregate
amount of the related advance, together with
other available funds, will be sufficient to pay
in full the outstanding principal balance of
those Class A Notes on that targeted final
distribution date. However, as no entity is
committed to make incremental advances
under the Variable Pay Revolving Note, it is
possible that no advance will be made on the
targeted final distribution date for a class of
Class A Notes, in which case the Trust will
not have sufficient funds to pay in full the
outstanding principal balance of those Class A
Notes on their targeted final distribution date.
o The Seller will also not obtain incremental
advances under the Variable Pay Revolving Note
on the targeted final distribution date for a
class of Class A Notes if:
o the interest rate swap terminates;
o an event of default occurs under the
indenture; or
o the total principal amount of Notes
and Certificates outstanding would
exceed the aggregate discounted
principal balance of the receivables
held by the Trust.
Interest Payments
o The Trust will pay interest on the Notes monthly,
on the 15th day of each month, or on the next
business day, which we refer to as the "distribution
date." The first distribution date is January 16, 2001.
o The prospectus and the prospectus supplement
will describe how the available funds are
allocated to interest payments.
o The Trust will pay interest on all the Class A
Notes that we will offer under the prospectus
supplement based on a 360-day year consisting of
twelve 30-day months.
o Interest payments on all Class A Notes and the
Variable Pay Revolving Note will have the same priority.
Principal Payments
o In general, the Trust will not make payments
of principal on any class of Class A Notes
until its targeted final distribution date. On the
targeted final distribution date for each class
of Class A Notes, the Trust will pay, to the
extent of available funds, the entire
outstanding principal balance of that class of
Class A Notes.
o Amounts available to pay principal on the
Notes on each distribution date that is not a
targeted final distribution date for any Class A
Note will be applied to make principal
payments on the Variable Pay Revolving
Note. On each distribution date, except after
the Notes have been accelerated following an
event of default as described in the prospectus
supplement, distributions with respect to the
Certificate balance on the Certificates will
also be made.
o The amount available to make principal
payments on each distribution date will be
based on the amount of collections and
defaults on the receivables during the prior
month. On the targeted final distribution date
for a class of Class A Notes, the proceeds
from any incremental advances under the
Variable Pay Revolving Note will also be
available to make principal payments. The
prospectus and the prospectus supplement will
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describe how the available funds are allocated
to principal payments.
o If any class of Class A Notes is not paid in full
on its targeted final distribution date, on each
distribution date thereafter, until that class of
Class A Notes is paid in full, amounts
available to make principal payments on the
Notes will be applied to that class of Class A
Notes and the Variable Pay Revolving Note
pro rata. If on two consecutive targeted final
distribution dates the corresponding targeted
classes of Class A Notes are not paid in full or
in the event the interest rate swap is
terminated, on each distribution date
thereafter, amounts available to make
principal payments on the Notes will be
applied to the Class A Notes and the Variable
Pay Revolving Note pro rata. In such event,
payments on the Class A Notes will be made
sequentially, so that no principal payments
will be made on any class of Class A Notes
until all Class A Notes with a lower numerical
designation have been paid in full. For
example, the Class A-2 Notes will be paid in
full before any payments are made on the
Class A-3 Notes and the Class A-3 Notes will
be paid in full before any payments are made
on the Class A-4 Notes.
o The failure of the Trust to pay any class of
Class A Notes in full on its targeted final
distribution date will not constitute an event
of default.
o On each distribution date after an event of
default occurs and the Notes are accelerated,
until the time when all events of default have
been cured or waived as provided in the
indenture, principal payments on each class of
the Class A Notes and the Variable Pay
Revolving Note will be made ratably to all
noteholders, based on the outstanding
principal balance of each class of Notes.
o All unpaid principal on a class of Notes
will be due on the final scheduled distribution
date for that class. Failure to pay a class of
Notes in full on its final scheduled distribution
date will result in an event of default.
o When the total principal balance of the
receivables declines to less than 10% of the
total amount financed under the receivables,
the Servicer may purchase all of the remaining
receivables. If the Servicer purchases the
receivables, the outstanding Class A-4 Notes,
if any, and the Variable Pay Revolving Note
will be redeemed at a price equal to their
remaining principal balance plus accrued and
unpaid interest.
THE CERTIFICATES
o The Trust will issue Certificates with an aggregate
initial Certificate balance of $61,865,214.52.
o The Seller will initially retain 100% of the
Certificates, but may sell all or part of its
interest in the Certificates in the future.
Interest Payments
o The Trust will pay interest on the Certificates on
each distribution date.
o The Certificates will bear interest at _____% per
annum, subject to adjustment as described in the
prospectus supplement.
Certificate Balance
o On each distribution date, except after the
Notes have been accelerated following an
event of default, a pro rata portion, based on
the outstanding amount of Notes and
Certificates, of the amount available to make
principal payments will be applied to make
distributions with respect to the Certificate
balance.
Subordination
o If an event of default occurs and the Notes are
accelerated, no payments of interest on the
Certificates or distributions with respect to the
Certificate balance will be made until the Notes
are paid in full or the acceleration is rescinded.
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Early Retirement of the Certificates
o When the total principal balance of the
receivables declines to 10% or less of the total
amount financed under the receivables, the
Servicer may purchase all of the remaining
receivables. If the Servicer purchases the
receivables, the outstanding Certificates, if
any, will be redeemed at a price equal to the
remaining Certificate balance plus accrued
and unpaid interest.
THE TRUST PROPERTY
o The primary assets of the Trust will be a pool
of fixed rate retail instalment sales contracts
used to finance the purchase of new cars and
light trucks. We refer to these contracts as
"receivables", to the pool of those receivables
as the "receivables pool" and to the persons
who financed their purchases with these
contracts as "obligors." The receivables in the
Trust will be sold by GMAC to the Seller, and
then by the Seller to the Trust. The Trust will
grant a security interest in the receivables and
the other Trust property to the Indenture
Trustee on behalf of the noteholders. The
Trust property will also include, with other
specific exceptions described in the
prospectus:
o Monies received under the receivables on
or after a cut-off date of November 1, 2000
(we refer to this date as the "cut-off date");
o Amounts held on deposit in trust
accounts maintained for the Trust;
o Security interests in the vehicles
financed by the receivables;
o Any recourse GMAC has against the
dealers from which it purchased the
receivables;
o Any proceeds from claims on
insurance policies covering the
financed vehicles;
o The interest rate swap and contingent
assignment described below;
o Specified rights of the Seller under its
purchase agreement with GMAC; and
o All rights of the Trust under the related
transfer agreement with the Seller.
o The initial aggregate discounted principal balance of the receivables,
which is the present value of all payments due on the receivables that
have not been received on or prior to the last day of the applicable month
discounted by 10%, will be $2,062,149,214.52.
PRIORITY OF DISTRIBUTIONS
o The Trust will distribute available funds in the following order of
priority:
o servicing fee payments to the
Servicer;
o net amount payable, if any, to the
swap counterparty described below;
o interest on the Notes;
o interest on the Certificates;
o principal on the Notes;
o principal on the Certificates; and
o deposits into the reserve account.
o If an event of default occurs and the Notes are
accelerated, the Trust will pay each class of
the Class A Notes and the Variable Pay
Revolving Note in full, on a pro rata basis,
before making any interest payments on the
Certificates or any payments with respect to
the Certificate balance until all events of
default have been cured or waived as provided
in the indenture.
RESERVE ACCOUNT
o On the closing date, the Seller will deposit
$61,864,476.44 in cash or eligible investments
into the reserve account. Collections on the
receivables, to the extent available for such
purpose, will be added to the reserve account
on each distribution date if the reserve account
balance is below a specified reserve amount.
The specified reserve amount will increase so
long as any funds are held in an accumulation
account to be described in the prospectus
supplement.
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o To the extent that funds from principal and
interest collections on the receivables are not
sufficient to pay the basic servicing fee, to pay
the net amount, if any, due to the swap
counterparty and to make required
distributions on the Notes and the Certificates,
the Trust will withdraw cash from the reserve
account for those purposes. Amounts on
deposit in the reserve account will not be
available, however, on the targeted final
distribution date for any class of Class A
Notes to the extent that available funds are
otherwise insufficient to pay that class of
Class A Notes in full.
o On any distribution date, after the Trust pays
the total servicing fee and the swap counterparty
and makes all required distributions on the Notes
and the Certificates, the amount in the reserve
account may exceed the specified reserve amount.
If so, the Trust will pay the excess to the
Seller.
INTEREST RATE SWAP
o On the Closing Date, the Trust will enter into an
interest rate swap with ______________, as swap
counterparty.
o The swap counterparty, the Trust and GMAC
will also enter into a contingent assignment.
Under the contingent assignment, if the swap
counterparty fails to perform its obligations
under the interest rate swap, or if specified
termination events occur, and as a result the
interest rate swap would be terminated,
GMAC will assume the obligations of the
swap counterparty under the interest rate
swap.
o Under the interest rate swap, the Trust will
receive monthly payments at a rate determined
by reference to LIBOR, which is the basis for
determining the amount of interest due on the
Variable Pay Revolving Note.
o Under the interest rate swap, on each
distribution date, the Trust will be obligated to
pay to the swap counterparty a fixed monthly
rate on a notional amount equal to the
aggregate outstanding balance of the Variable
Pay Revolving Note. The swap counterparty
will be obligated to pay to the Trust a floating
interest rate based on LIBOR on the same
notional amount.
o Under the interest rate swap, the amount that
the Trust is obligated to pay to the swap
counterparty will be netted against the amount
that the swap counterparty is obligated to pay
to the Trust. Only the net amount payable
will be due from the Trust or the swap
counterparty, as applicable.
o If the interest rate swap is terminated, the
interest rate on the Variable Pay Revolving
Note will automatically become a fixed rate
equal to the fixed rate payable by the Trust
under the interest rate swap and the Trust will
no longer be permitted to obtain incremental
advances under the Variable Pay Revolving
Note.
SERVICING FEES
o The Trust will pay the Servicer a monthly
basic 1.00% servicing fee as compensation
for servicing the receivables.
o The Servicer will also be entitled to any
late fees, prepayment charges and other
administrative fees and expenses collected
during the related month and investment
earnings on Trust accounts.
o The Trust will also pay the Servicer an
additional monthly servicing fee of up
to 1.00% to the extent described in the prospectus.
TAX STATUS
o In the opinion of Kirkland & Ellis, special tax counsel:
o the Class A Notes will be
characterized as indebtedness for
federal income tax purposes, and
o the Trust will not be taxable as an
association or publicly traded
partnership taxable as a corporation,
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but instead should be
classified as a grantor trust for
federal income tax purposes.
o Each noteholder, by the acceptance of a Note,
will agree to treat the Notes as indebtedness
for federal, state and local income and franchise
tax purposes.
ERISA CONSIDERATIONS
o Subject to additional considerations, an employee
benefit plan subject to the Employee Retirement
Income Security Act of 1974 may purchase the Class
A Notes. An employee benefit plan should consult
with its counsel before purchasing the Class A Notes.
RATINGS
o We will not issue the Class A Notes offered
hereby unless they are rated in the highest
rating category for long-term obligations
(i.e., "AAA") by at least one nationally
recognized rating agency.
o We cannot assure you that a rating agency
will maintain its rating if circumstances
change. If a rating agency changes its rating,
no one has an obligation to provide additional
credit enhancement or restore the
original rating.
o A rating is not a recommendation to buy the
Class A Notes. The rating considers only the
likelihood that the Trust will pay interest on
time and will ultimately pay principal in full.
The rating does not consider the prices of the
Class A Notes, their suitability to a particular
investor or the timing of principal payments.
In particular, the rating does not address
whether any class of Class A Notes will be
paid in full on its targeted final distribution
date.
RISK FACTORS
Before making an investment decision, you, as a
prospective investor, should consider the factors
that are set forth under the caption "Risk Factors"
in the prospectus and that we will set forth in the
prospectus supplement.
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THE RECEIVABLES POOL
The receivables to be included in the receivables pool related to the
Notes were selected from GMAC's portfolio based on several criteria, including
that each receivable:
o has a first payment due date on or after January 1, 1997;
o was originated on or after December 1, 1996;
o has an original term of 6 to 60 months;
o provides for finance charges at an annual percentage rate with the
range specified in the second table below;
o as of the cut-off date, was not more than 29 days past due; and
o satisfies the other criteria set forth in the prospectus.
Scheduled Interest Receivables represent 43% of the Aggregate Principal
Balance as of the cut-off date. The balance of the receivables are Simple
Interest Receivables. All of the receivables were secured by new vehicles at the
time of origination. Substantially all of the receivables were acquired by GMAC
under special incentive rate financing programs designed to encourage purchases
of new General Motors vehicles.
The following tables describe the receivables pool:
Composition of The Receivables Pool
Weighted Average Annual Percentage Rate of Receivables(1) 4.4%
Aggregate Amount Financed.............................. $2,260,019,462.31
Number of Contracts in Pool............................ 180,680
Average Amount Financed................................ $12,508.40
Weighted Average Original Maturity(2).................. 54.13 months
Weighted Average Remaining Maturity (Range)............ 40.79 months (6 to 59 months)
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(1) Based on weighting by current balance and remaining term of each receivable.
(2) Based on weighting by the original principal balance of each receivable.
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Distribution by Annual Percentage Rate of the Receivables Pool
Percentage
of Aggregate
Annual Percentage Number of Amount
Rate Range Contracts Amount Financed Financed
- -------------------------------------------------------------------------------
0.01% to 1.00% 15,797 $ 215,982,648 9.56%
1.01% to 2.00% 13,182 127,747,442 5.65%
2.01% to 3.00% 25,243 255,150,777 11.29%
3.01% to 4.00% 52,232 574,662,841 25.43%
4.01% to 5.00% 32,698 463,507,459 20.51%
5.01% to 6.00% 28,851 404,488,168 17.90%
6.01% to 7.00% 8,191 143,105,468 6.33%
7.01% to 8.00% 4,422 74,417,149 3.29%
8.01% to 9.00% 64 957,510 0.04%
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Total 180,680 $ 2,260,019,462 100.00%
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The receivables pool includes receivables originated in 46 states and the
District of Columbia. The following table sets forth the percentage of the
Aggregate Amount Financed in the states with the largest concentration of
receivables. No other state accounts for more than 4.43% of the Aggregate Amount
Financed.
Percentage of
Aggregate
State (1) Amount Financed
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California........... 12.81%
Illinois............. 9.76
Texas................ 8.38
Michigan............. 7.31
New York............. 6.38
Florida.............. 5.17
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(1) Based on billing addresses of the obligors on the receivables at
origination.
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Delinquencies, Repossessions and Net Losses
For GMAC's entire U.S. portfolio of new and used retail car and light truck
receivables (including receivables previously sold by GMAC which it continues to
service), the following table shows GMAC's experience for (1) delinquencies, (2)
repossessions and (3) net losses. There can be no assurance that the
delinquency, repossession and net loss experience on the receivables will be
comparable to that set forth below.
Nine Months
Ended September 30 Year Ended December 31
-------------------- --------------------------------------
NEW AND USED
VEHICLE CONTRACTS
2000 1999 1999 1998 1997 1996
------ ------ ------ ------ ------ -----
Total Retail Contracts
Outstanding at End of the
Period (in thousands)..... 3,306 3,117 3,120 2,981 2,861 3,005
Average Daily Delinquency
31-60 Days.............. 1.89% 2.18% 2.18% 2.66% 3.24% 3.14%
61-90 Days.............. 0.14 0.14 0.14 0.18 0.23 0.22
91 Days or More......... 0.01 0.01 0.02 0.02 0.03 0.03
Repossessions as a Percent of
Average Number of
Contracts Outstanding... 1.82%(1) 2.08%(1) 2.07% 2.48% 3.21% 3.59%
Net Losses as a Percent of
Liquidations(2)......... 1.07% 1.04% 1.12% 1.70% 2.30% 2.35%
Net Losses as a Percent of
Average Receivables(2).. 0.54%(1) 0.55%(1) 0.58% 0.83% 1.31% 1.45%
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(1) Annualized rate.
(2) Percentages based on gross accounts receivables including unearned income.
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