CCARAT II completes C$540.820 million public offering of notes

Torys acted as counsel to Canadian Capital Auto Receivables Asset Trust II and Ally Credit Canada (formerly GMAC Canada) with a team in Toronto that included Michael Feldman, Jim Hong, Michael Zackheim and Mohammed Muraj (corporate/securities), Andrew Wong (Canadian tax) and a team in New York that included Andy Beck and Darien Leung (corporate/securities), Peter Keenan and Ari Feder (U.S. tax).

On June 30, 2011, Canadian Capital Auto Receivables Asset Trust II (CCARAT II), a public vehicle through which Ally Credit Canada Limited (Ally Credit) (formerly General Motors Acceptance Corporation of Canada, Limited) securitizes its Canadian retail auto loans, completed its sixth public offering in Canada for total proceeds of C$540.820 million. The offering also included a concurrent Rule 144A private placement in the United States. The offering comprised three classes of senior fixed-rate notes and two classes of subordinated fixed-rate notes. The notes are secured by a co-ownership interest in a pool of retail auto loan receivables originated by Ally Credit.

The public offering in Canada was led by: (i) in respect of the senior notes, Scotia Capital Inc., BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc., and also included CIBC World Markets Inc., Deutsche Bank Securities Limited, Merrill Lynch Canada Inc. and National Bank Financial Inc.; and (ii) in respect of the subordinated notes, Scotia Capital Inc., BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.

The Rule 144A private placement in the United States was led by: (i) in respect of the senior notes, Scotia Capital (USA) Inc., BMO Capital Markets Corp. and RBC Capital Markets, LLC, and also included CIBC World Markets Corp., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and National Bank of Canada Financial Inc.; and (ii) in respect of the subordinated notes, Scotia Capital (USA) Inc., BMO Capital Markets Corp. and RBC Capital Markets.