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 12, 2013

 

Commission File Number of the issuing entity: 333-181103-03

 

GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-1 (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):

 

¨ 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 March 12, 2013 (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 $766,364,000 of asset backed notes by GE Equipment Transportation LLC, Series 2013-1 (the “Issuer”) described in the Prospectus Supplement dated March 12, 2013 to Prospectus dated March 6, 2013:

 

1. Limited Liability Company Agreement of the Issuer, to be dated as of March 20, 2013 (the “LLC Agreement”).

 

2. Receivables Sale Agreement, to be dated as of March 20, 2013, among GECC, GE Capital Title Holding Corp., and CEF Holding (the “Receivables Sale Agreement”).

 

3. Receivables Purchase and Sale Agreement, to be dated as of March 20, 2013, between CEF Holding and the Issuer (the “Receivables Purchase and Sale Agreement”).

 

4. Servicing Agreement, to be dated as of March 20, 2013, among the Issuer, GE TF Trust (the “Titling Trust”) and GECC, as the servicer (the “Servicing Agreement”).

 

5. Indenture, to be dated as of March 20, 2013, between the Issuer and Citibank, N.A., as indenture trustee (the “Indenture”).

 

6. Administration Agreement, to be dated as of March 20, 2013, between the Issuer and GECC, as the administrator (the “Administration Agreement”).

 

7. Series 2013-1 SUBI Supplement to the Amended and Restated Trust Agreement, dated as of April 30, 2012, between GE Capital Title Holding Corp., as settlor (in such capacity, the “Settlor”) and initial beneficiary (in such capacity, the “Initial Beneficiary”) and Wilmington Trust Company, as UTI trustee, administrative trustee and Delaware trustee, to be dated as of March 20, 2013 (the “Series 2013-1 SUBI Supplement”), among the Settlor, the Initial Beneficiary and Wilmington Trust Company, as UTI trustee, administrative trustee and SUBI trustee.

 

8. Series 2013-1 SUBI Supplement to the Amended and Restated Collateral Agency Agreement, dated as of April 30, 2012, among GECC, GE Title Agent, LLC, as collateral agent (the “Collateral Agent”) and the Titling Trust, to be dated as of March 20, 2013 (the “Series 2013-1 SUBI Supplement Collateral Agency Agreement”), among the Titling Trust, the Collateral Agent, GECC and Citibank, N.A., as secured party.

 

Section 9. Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

(a) Not applicable

 

(b) Not applicable

 

(c) Not applicable

  

 

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(d) Exhibits

 

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
Exhibit 99(a)	Series 2013-1 SUBI Supplement
Exhibit 99(b)	Series 2013-1 SUBI Supplement Collateral Agency 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.

 

CEF EQUIPMENT HOLDING, L.L.C.


By: /s/ Charles E. Rhodes                        
Name: Charles E. Rhodes
Title: Vice President and Secretary

 

 

Dated: March 12, 2013

 

 

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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
Exhibit 99(a)	Series 2013-1 SUBI Supplement
Exhibit 99(b)	Series 2013-1 SUBI Supplement Collateral Agency Agreement

 

 

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