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 26, 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.)

 

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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):

 

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

 

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

 

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

 

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

 

 

 

 

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Section 1. Entry into a Material Definitive Agreement.

Item 1.01 Entry into a Material Definitive Agreement.

 

Issuance of Notes

 

On September 26, 2012, GE Equipment Midticket LLC, Series 2012-1 (the “Issuer”) issued U.S. $132,000,000 Class A-1 Asset Backed Notes due August 22, 2013 (the “Class A-1 Notes”), U.S. $151,000,000 Class A-2 Asset Backed Notes due January 22, 2015 (the “Class A-2 Notes”), U.S. $180,500,000 Class A-3 Asset Backed Notes due May 23, 2016 (the “Class A-3 Notes”), U.S. $65,790,000 Class A-4 Asset Backed Notes due September 22, 2020 (the “Class A-4 Notes” and, together with the Class A-3 Notes, the Class A-2 Notes, and the Class A-1 Notes, the “Class A Notes”), and U.S. $12,300,000 Class B Asset Backed Notes due September 22, 2020 (the “Class B Notes” and, together with the Class A Notes, the “Notes”) described in a Prospectus Supplement dated September 19, 2012 to a Prospectus dated September 12, 2012.

 

Use of Proceeds

 

The public offering was made under the registration statement on Form S-3 filed with the Securities and Exchange Commission by the Issuer, which became effective on August 3, 2012 and was assigned commission file number 333-181103 (as amended by pre-effective amendment no. 1, dated as of July 11, 2012, pre-effective amendment no. 2, dated as of July 25, 2012, and pre-effective amendment no. 3, dated as of July 31, 2012, the “Registration Statement”). The aggregate amount registered under the Registration Statement was U.S. $2,100,000,000.

 

The public offering terminated on September 26, 2012 upon the sale of all of the Class A Notes and the Class B Notes. The underwriters of the Notes were Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, CastleOak Securities, L.P. and Credit Suisse Securities (USA) LLC. A total of U.S. $132,000,000 Class A-1 Notes were registered and sold, with a total price to the public of U.S. $132,000,000; a total of U.S. $151,000,000 of Class A-2 Notes were registered and sold with a total price to the public of U.S. $150,988,690.10; a total of U.S. $180,500,000 of Class A-3 Notes were registered and sold with a total price to the public of U.S. $180,470,524.40; a total of U.S. $65,790,000 of Class A-4 Notes were registered and sold, with a total price to the public of U.S. $65,779,085.44, and a total of U.S. $12,300,000 of Class B Notes were registered and sold, with a total price to the public of U.S. $12,299,116.86.

 

During the period from the effective date of the Registration Statement through the current reporting period, the amount of expenses incurred in connection with the issuance and distribution of the publicly offered and sold Notes with respect to underwriting commissions and discounts was U.S. $1,101,614.50. After deducting the underwriting discount described above, the net offering proceeds to the Issuer before expenses are U.S. $540,435,802.25. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be U.S. $1,000,000 and net proceeds to the Issuer, after deduction of expenses, are reasonably estimated to be U.S. $539,435,802.25. With respect to the payment of these other expenses and costs, all direct or indirect payments were made to persons other than persons who are (a) directors or officers of the Issuer, or (b) owners of 10 percent or more of any class of securities of the Issuer.

 

 

 

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The net proceeds to the Issuer, after deducting the underwriting commissions and discounts, and expenses above, were used to purchase equipment loans and leases and, in the case of true leases, the related equipment from an affiliate of the Issuer. Except as provided in the previous sentence, none of the proceeds were used for payments to (a) any directors or officers of the Issuer or (b) owners of 10 percent or more of any class of securities of the Issuer.

 

Section 9. Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

(a)

Not applicable

 

(b)

Not applicable

 

(c)

Not applicable

 

(d)

Exhibits

 

The following material definitive agreements have been entered into:

 

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

 

2. Receivables Sale Agreement, dated as of September 26, 2012 (the “Receivables Sale Agreement”), among General Electric Capital Corporation (“GECC”), VFS Financing, Inc., NMHG Financial Services, Inc. and CEF Equipment Holding, L.L.C. (“CEF Holding”).

 

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

 

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

 

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

 

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

  

Exhibit No. Description

 

Exhibit No.	Description
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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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 26, 2012

 

CEF EQUIPMENT HOLDING, L.L.C.

 

By: /s/ Charles E. Rhodes
Name: Charles E. Rhodes

Title: Vice President and Secretary

 

 

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Exhibit Index

 

 

Exhibit No.	Description
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

 

 

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