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EX-4.B - EXHIBIT 4.B - CEF EQUIPMENT HOLDING LLCv743636_ex4b.htm
EX-4.C - EXHIBIT 4.C - CEF EQUIPMENT HOLDING LLCv743636_ex4c.htm
EX-4.E - EXHIBIT 4.E - CEF EQUIPMENT HOLDING LLCv743636_ex4e.htm
EX-1.A - EXHIBIT 1.A - CEF EQUIPMENT HOLDING LLCv743636_ex1a.htm
EX-4.F - EXHIBIT 4.F - CEF EQUIPMENT HOLDING LLCv743636_ex4f.htm
EX-4.D - EXHIBIT 4.D - CEF EQUIPMENT HOLDING LLCv743636_ex4d.htm
EX-4.G - EXHIBIT 4.G - CEF EQUIPMENT HOLDING LLCv743636_ex4g.htm

 

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) September 19, 2012

 

Commission File Number of the issuing entity: 333-181103-01

 

GE EQUIPMENT MIDTICKET LLC, SERIES 2012-1
(Exact name of issuing entity)

Commission File Number of depositor: 333-181103

 

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 20-5439580
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)

 

10 Riverview Drive, Danbury, Connecticut 06810
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (203) 749-2101

 

 
(Former name or former address, if changed since last report.)

 

  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.
 

 

 
 

 

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))

 

  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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Items 1.01 Entry into a Material Definitive Agreement

 

The following material definitive agreement has been entered into:

 

1. Underwriting Agreement, dated as of September 19, 2012 (the “Underwriting Agreement”), among General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (“CEF Holding”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters identified therein.

 

The registrant is also filing forms of the following documents in connection with the issuance of $541,590,000 of asset backed notes by GE Equipment Midticket LLC, Series 2012-1 (the “Issuer”) described in the Prospectus Supplement dated September 19, 2012 to Prospectus dated September 12, 2012:

 

1. Limited Liability Company Agreement of the Issuer (the “LLC Agreement”) to be dated as of September 26, 2012.

 

2. Receivables Sale Agreement, to be dated as of September 26, 2012, among GECC, VFS Financing, Inc., NMHG Financial Services, Inc. and CEF Holding (the “Receivables Sale Agreement”).

 

3. Receivables Purchase and Sale Agreement, to be dated as of September 26, 2012, between CEF Holding and the Issuer (the “Receivables Purchase and Sale Agreement”).

 

4. Servicing Agreement, to be dated as of September 26, 2012, between the Issuer and GECC, as the servicer (the “Servicing Agreement”).

 

5. Indenture, to be dated as of September 26, 2012 (the “Indenture”) between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee.

 

6. Administration Agreement (the “Administration Agreement”), to be dated as of September 26, 2012, between the Issuer and GECC, as the administrator.

 

Section 9.          Financial Statements and Exhibits

 

Item 9.01          Financial Statements and Exhibits

 

(a)          Not applicable

 

(b)          Not applicable

 

(c)          Not applicable

 

(d)          Exhibits

 

Exhibit No.   Description
     
Exhibit 1(a)   Underwriting Agreement
     
Exhibit 4(b)   LLC Agreement
     
Exhibit 4(c)   Receivables Sale Agreement

 

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 Exhibit 4(d)     Receivables Purchase and Sale Agreement
     
 Exhibit 4(e)     Servicing Agreement
     
 Exhibit 4(f)    Indenture
     
 Exhibit 4(g)    Administration Agreement

                 

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information contained in this form are not required to respond
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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.

 

September 19, 2012

 

  CEF EQUIPMENT HOLDING, L.L.C.
   
  By: /s/ Charles Rhodes  
  Name: Charles Rhodes
  Title:   Vice President and Secretary

 

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Exhibit Index    
     
Exhibit No.   Description
     
Exhibit 1(a)   Underwriting Agreement
     
Exhibit 4(b)   LLC Agreement
     
Exhibit 4(c)   Receivables Sale Agreement
     
Exhibit 4(d)   Receivables Purchase and Sale Agreement
     
Exhibit 4(e)   Servicing Agreement
     
Exhibit 4(f)   Indenture
     
Exhibit 4(g)   Administration Agreement

 

  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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