FREE WRITING PROSPECTUS Filed Pursuant to Rule 433
Dated March 14, 2012 Registration No. 333-160604
  Registration No. 333-160604-03

 

 

GE EQUIPMENT TRANSPORTATION LLC, SERIES 2012-1
Issuing Entity
$716,517,000 Asset Backed Notes

 

CEF EQUIPMENT HOLDING, L.L.C.
Depositor

 

GENERAL ELECTRIC CAPITAL CORPORATION
Sponsor and Servicer

 

The Depositor has filed with the Securities and Exchange Commission ( “SEC” ) a prospectus supplement dated March 14, 2012 and a prospectus dated March 7, 2012, which describe the Class A Notes, the Class B Notes and the Class C Notes (collectively, the “Notes” ) to be issued by the Issuing Entity. You should review the prospectus supplement and the prospectus in their entirety before deciding to purchase any of the Notes.

 

Ratings

 

We will not issue the Notes unless:

 

• the Class A Notes, other than the Class A-1 Notes, are rated in the highest rating category for long-term (AAAsf/Aaa (sf)) obligations by Fitch, Inc. ( “Fitch” ) and Moody’s Investors Service, Inc. ( “Moody’s” ), respectively,

 

• the Class A-1 Notes are rated in the highest rating category for short-term (F1+sf/P-1 (sf)) obligations by Fitch and Moody’s, respectively,

 

• The Class B Notes are rated AAsf by Fitch and Aa1 (sf) by Moody’s, respectively, and

 

• The Class C Notes are rated Asf by Fitch and Aa3 (sf) by Moody’s, respectively.

 

 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The Depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the post effective amendments thereto and other documents the Depositor has filed with the SEC for more complete information about the Issuing Entity, the Depositor and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Depositor will arrange to send you the prospectus if you request it by calling its Manager, Investment Relations at (203) 357-4328.

 

 

 

Joint Bookrunners of the Class A Notes and the Class B Notes
Credit Suisse RBS
 
Co-Managers of the Class A Notes
J.P. Morgan Mischler