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): August 31, 2011

CAPITALSOURCE INC.

(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization)		1-31753 (Commission File Number)		35-2206895 (I.R.S. Employer Identification No.)

5404 Wisconsin Avenue, 2^nd Floor
Chevy Chase, MD 20815
(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code (301) 841-2700

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01.		Other Events.

     On August 31, 2011, CapitalSource announced it launched a Tender Offer and Consent Solicitation for holders of its outstanding 12.75% First Priority Senior Secured Notes due 2014 (the “Notes”), pursuant to which the Company is offering to purchase any and all of the Notes for cash and is also soliciting consents to amend certain terms of the indenture related to the Notes (the “Amendments”). Adoption of the proposed Amendments requires the consent of holders of at least a majority of the outstanding aggregate principal amount of the Notes voting as a single class (the “Consents”). The aggregate outstanding principal amount of the Notes as of August 30, 2011 was $272.5 million.

     A copy of the press release announcing is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.		Financial Statements and Exhibits.

     (d) Exhibits

          See Exhibit Index attached to this Form 8-K, which is incorporated herein by reference.

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.

EXHIBIT INDEX

Exhibit
No.				Description
	99.1			Press Release issued by CapitalSource Inc. on August 31, 2011.