CCARAT II completes C$520.8 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, Mohammed Muraj and David Leith (corporate/securities), Andrew Wong (Canadian tax) and a team in New York that included Andy Beck and Darien Leung (corporate/securities) and Peter Keenan and Ari Feder (U.S. tax).

On January 26, 2012, 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 seventh public offering in Canada for total proceeds of C$520.8 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, Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and National Bank Financial Inc., and also included Deutsche Bank Securities Limited, RBC Dominion Securities Inc. and Scotia Capital Inc.; and (ii) in respect of the subordinated notes, Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and National Bank Financial Inc.

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