CarMax Completes $500 Million Securitization of Auto Loan Receivables

Tue Jul 14, 2009 11:43am EDT

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RICHMOND, Va.--(Business Wire)--
CarMax, Inc. (NYSE:KMX) announced today that it has completed a private
placement of $490 million principal amount of CarMax Auto Owner Trust 2009-A
Asset-Backed Notes. J.P. Morgan Securities Inc. acted as advisor on the
transaction.

In the transaction, investors purchased $490 million of notes backed by auto
loan receivables originated by CarMax Auto Finance. The ratings of the notes
were provided by Standard & Poor`s and Fitch. The Class A-1 notes and A-2 notes,
which totaled $406.2 million, were eligible collateral under the Federal Reserve
Bank of New York`s Term Asset-Backed Securities Loan Facility (TALF).

Initial Interest Rate Weighted Ratings
Class Principal Amount Per Annum Average Life S & P Fitch
A-1 Notes $287,000,000 2.00% 0.99 years AAA AAA
A-2 Notes 119,230,000 3.73% 2.71 years AAA AAA
B Notes 67,510,000 9.45% 3.77 years A Not rated
C Notes 16,260,000 9.45% 3.92 years BBB Not rated
Overcollat. 10,000,000
Total $500,000,000

The Class B notes were sold at a discount of 6.61%, resulting in net proceeds to
CarMax of $63.0 million. The Class C notes were sold at a discount of 14.61%,
resulting in net proceeds to CarMax of $13.9 million.

Credit enhancement includes a reserve account, overcollateralization and the
subordination of the Class B notes and the Class C notes.

* The initial reserve account balance is $2.5 million, which is 0.5% of the
aggregate initial outstanding principal balance of the auto loan receivables.
The structure of the transaction is designed to apply certain excess collections
on the auto loans receivable to increase over time the reserve account balance
to a required amount of $5.0 million, which is 1.0% of the aggregate initial
outstanding principal balance of the auto loan receivables.
* The initial amount of overcollateralization is $10.0 million, representing
2.0% of the aggregate initial outstanding principal balance of the auto loan
receivables. The structure of the transaction is designed to apply certain
excess collections on the auto loan receivables to additional principal payments
on the notes so that the amount of overcollateralization increases over time to
a target amount equal to the greater of (a) 3.50% of the currently outstanding
principal balance of the auto loan receivables or (b) 0.50% of the initial
outstanding principal balance of the auto loan receivables. If certain
performance tests with respect to cumulative net losses on the auto loan
receivables are met, the percentages in clauses (a) and (b) above will be
reduced.

The notes were sold without registration under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws in reliance upon
one or more exemptions from the registration requirements of the Securities Act
and the state securities laws. The notes may not be offered or sold absent
registration or an exemption from the registration requirements of the
Securities Act and applicable state laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy any of these
securities.

About CarMax

CarMax, a Fortune 500 company, and one of the Fortune 2009 "100 Best Companies
to Work For," is the nation's largest retailer of used cars. Headquartered in
Richmond, Va., CarMax currently operates 100 used car superstores in 46 markets.
The CarMax consumer offer provides our customers the opportunity to shop for
vehicles the way they shop for items at other national retailers, and it is
structured around four customer benefits: low, no-haggle prices; a broad
selection; high quality vehicles; and a customer-friendly sales process. During
the fiscal year ended February 28, 2009, we retailed 345,465 used cars and sold
194,081 wholesale vehicles at our in-store auctions. For more information,
access the CarMax website at www.carmax.com.

CarMax, Inc.
Katharine Kenny, Vice President, Investor Relations
804-935-4591
or
Celeste Gunter, Manager, Investor Relations
804-935-4597