- Current report filing (8-K)
March 15 2012 - 1:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) March 14, 2012
Commission File Number of the issuing
entity: 333-160604-03
GE EQUIPMENT TRANSPORTATION LLC, SERIES
2012-1
(Exact name of issuing entity)
Commission File Number of depositor:
333-160604
CEF EQUIPMENT HOLDING, L.L.C.
(Exact name of depositor as specified
in its charter)
GENERAL ELECTRIC CAPITAL CORPORATION
(exact name of sponsor as specified in
its charter)
Delaware
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20-5439580
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(State or other jurisdiction
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(IRS Employer
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of incorporation)
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Identification No.)
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10 Riverview Drive, Danbury, Connecticut
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06810
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code
(203) 749-2101
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(Former name or former address, if changed since last report.)
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Exhibit Index located on page 6
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Items 1.01 Entry into a Material Definitive Agreement
The following material definitive agreement has been entered
into:
1. Underwriting Agreement,
dated as of March 14, 2012 (the “
Underwriting Agreement
”), among General Electric Capital Corporation (“
GECC
”),
GE Equipment Transportation LLC, Series 2012-1 (the “
Issuer
”), CEF Equipment Holding, L.L.C. (“
CEF
Holding
”) and Credit Suisse Securities (USA) LLC, as representative of the several underwriters identified therein.
The registrant is also filing forms of
the following documents
in connection with the issuance of $716,517,000 of asset backed notes
by GE Equipment Transportation LLC, Series 2012-1 described in the Prospectus Supplement dated March 14, 2012 to Prospectus dated
March 7, 2012:
1. Limited Liability Company Agreement
of the Issuer (the “
LLC Agreement
”) to be dated as of March 21, 2012.
2. Loan Sale Agreement, to be dated as
of March 21, 2012, between GECC and CEF Holding (the “
Loan Sale Agreement
”).
3. Loan Purchase and Sale Agreement, to
be dated as of March 21, 2012, between CEF Holding and the Issuer (the “
Loan Purchase and Sale Agreement
”).
4. Servicing Agreement, to be dated as
of March 21, 2012, between the Issuer and GECC, as the servicer (the “
Servicing Agreement”
).
5. Indenture, to be dated as of March 21,
2012 (the “
Indenture
”) between the Issuer and Citibank, N.A., as indenture trustee.
6. Administration Agreement (the “
Administration
Agreement
”), to be dated as of March 21, 2012, between the Issuer and GECC, as the administrator.
Section 9.
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Financial Statements and Exhibits
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Item 9.01
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Financial Statements and Exhibits
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(a)
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Not applicable
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(b)
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Not applicable
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(c)
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Not applicable
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(d)
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Exhibits
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Exhibit No.
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Description
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Exhibit 1(a)
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Underwriting Agreement
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Exhibit 4(b)
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LLC Agreement
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Exhibit 4(c)
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Loan Sale Agreement
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Exhibit 4(d)
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Loan Purchase and Sale Agreement
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Exhibit 4(e)
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Servicing Agreement
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Exhibit 4(f)
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Indenture
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Exhibit 4(g)
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Administration Agreement
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CEF EQUIPMENT HOLDING, L.L.C.
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By:
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/s/ Charles Rhodes
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Name:
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Charles Rhodes
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Title:
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Vice President and Secretary
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Dated: March 14, 2012
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5 of 6
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Exhibit Index
Exhibit No.
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Description
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Exhibit 1(a)
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Underwriting Agreement
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Exhibit 4(b)
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LLC Agreement
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Exhibit 4(c)
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Loan Sale Agreement
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Exhibit 4(d)
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Loan Purchase and Sale Agreement
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Exhibit 4(e)
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Servicing Agreement
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Exhibit 4(f)
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Indenture
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Exhibit 4(g)
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Administration Agreement
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Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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6 of 6
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