TERM SHEET EXHIBIT 99
DATED JANUARY 8, 2001
SUBJECT TO REVISION
- ---------------------
Capital Auto Receivables Asset Trust 2001-1
$1,676,610,000 Asset Backed Notes, Class A
$92,369,302.59 Asset Backed Certificates
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 2001-1. 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are preliminary and will be superseded by a prospectus supplement and by any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.
The Trust will issue the following classes of Notes and
Certificates:
Class A Notes
Variable Pay
A-1 A-2 A-3 A-4 A-5 Revolving
Notes(1) Notes Notes Notes Notes Note(1) Certificates(2)
Principal Amount $617,000,000 $526,000,000 $429,000,000 $471,000,000 $250,610,000 $693,000,000 $92,369,302.59
Interest Rate One-Month One-Month
LIBOR LIBOR
plus ___% plus ___%
Targeted Final
Distribution Date July 2001 January 2002 July 2002 January 2003 January 2004 N/A N/A
Final Scheduled
Distribution Date January 2003 September 2003 April 2004 March 2005 July 2006 July 2006 July 2006
Price to Public N/A N/A
Underwriting
Discount N/A N/A
Proceeds to Seller N/A N/A
(1) Not being offered hereby.
(2) The Seller will retain Certificates with an initial Certificate
Balance of $924,302.59.
Credit Enhancement
o Reserve Account, with an initial deposit of $92,369,379.08.
o The Certificates are subordinated to the Notes.
Credit Suisse First Boston Merrill Lynch & Co.
Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Deutsche Banc Alex. Brown
JP Morgan
---------------------
IMPORTANT INFORMATION ABOUT THIS TERM SHEET
None of the joint-bookrunners, 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
Merrill Lynch & Co. at (212) 449-3659 or Credit Suisse First Boston at (212)
325-8549.
---------------------
[GRAPHIC?OMITTED]
[GRAPHIC?OMITTED]
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 January ___, 2001. 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 2001-1, a Delaware business trust formed by
the Seller, will issue five 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 $617,000,000 _____%
A-2 $526,000,000 _____%
A-3 $429,000,000 _____%
A-4 $471,000,000 _____%
A-5 $250,610,000 One-Month
LIBOR plus __%
o Only the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the
Class A-5 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
$693,000,000. 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.
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 February 15, 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 the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes based on a 360-day year consisting of twelve 30-day
months. The Trust will pay interest on the Class A-1 Notes and the Class
A-5 Notes based on the actual days elapsed over a 360-day year.
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 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, the Class A-3 Notes will be paid in full before any payments are
made on the Class A-4 Notes and the Class A-4 Notes will be paid in full
before any payments are made on the Class A-5 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 and Class A-5 Notes, if any,
the Certificates 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 $92,369,302.59.
o The Seller will initially retain Certificates with an initial Certificate
balance of $924,302.59.
Interest Payments
o The Trust will pay interest on the Certificates on each distribution date.
o The Certificates will bear interest at ____% per annum.
o The Trust will pay interest on the Certificates based on a 360-day year
consisting of twelve 30-day months.
o The prospectus and the prospectus supplement will describe how the
available funds are allocated to interest payments.
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.
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
January 1, 2001 (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 $3,078,979,302.59.
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 $92,369,379.08 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.
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 SWAPS
o On the closing date, the Trust will enter into two interest rate swaps.
______________ will be the swap counterparty on both swaps. ______________
will guarantee the obligations of the swap counterparty under both interest
rate swaps.
o The swap counterparty, the Trust and GMAC will also enter into a contingent
assignment for each interest rate swap. Under the contingent assignment, if
the swap counterparty fails to perform its obligations under either
interest rate swap, or if specified termination events occur, and as a
result either interest rate swap would be terminated, GMAC will assume the
obligations of the swap counterparty under each interest rate swap.
o Under each 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 Class A-5 Notes or the Variable Pay
Revolving Note as applicable.
o Under each 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. The notional amount of the first interest rate swap will
be equal to the aggregate outstanding balance of the Class A-5 Notes. The
notional amount of the second interest rate swap will be 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 applicable notional amount.
o Under the interest rate swaps, 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 swaps are terminated, the interest rate on the Class
A-5 Notes will continue to equal one-month LIBOR plus ___%, but 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, but it instead will be
classified as a partnership 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.
o Each certificateholder, by acceptance of a trust certificate, will agree to
treat the trust certificates as equity interests in a partnership 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 or the Certificates. An employee benefit plan should consult with
its counsel before purchasing the Class A Notes or the Certificates.
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 will not issue the Certificates unless they are rated in the "A"
category for long-term obligations or its equivalent 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 or the
Certificates. The rating considers only the likelihood that the Trust will
pay interest on time and will ultimately pay principal in full or make full
distributions of the Certificate balance. The rating does not consider the
prices of the Class A Notes or the Certificates, their suitability to a
particular investor or the timing of principal payments or distributions of
Certificate balance. 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.
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 November 1, 1998;
o was originated on or after October 1, 1998;
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)..................... 4.5%
Aggregate Amount Financed..................................................... $3,400,033,683.65
Number of Contracts in Pool................................................... 212,457
Average Amount Financed....................................................... $16,003.39
Weighted Average Original Maturity(2)......................................... 54.34 months
Weighted Average Remaining Maturity (Range)................................... 45.51 months (6 to 59 months)
--------
(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.
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% 20,787 $364,948,220 10.73%
1.01% to 2.00% 14,727 234,346,785 6.89%
2.01% to 3.00% 29,951 357,022,884 10.50%
3.01% to 4.00% 44,039 665,660,088 19.58%
4.01% to 5.00% 41,310 664,833,551 19.55%
5.01% to 6.00% 36,092 616,863,304 18.14%
6.01% to 7.00% 16,252 315,793,871 9.29%
7.01% to 8.00% 9,211 179,328,842 5.28%
8.01% to 9.00% 88 1,236,139 0.04%
---------- ----------------- ----------
Total 212,457 3,400,033,684 100.00%
========== ================= ==========
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 4.44% of the Aggregate Amount
Financed.
Percentage of
Aggregate
State (1) Amount Financed
--------- ---------------
California....................... 11.02%
Illinois......................... 10.54
Texas............................ 7.95
New York......................... 6.71
Michigan......................... 6.30
- --------
(1) Based on billing addresses of the obligors on the receivables at
origination.
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%
- -----------
(1) Annualized rate.
(2) Percentages based on gross accounts receivable including unearned income.