Attached files
file | filename |
---|---|
EX-10.2 - EX-10.2 - TRAC Intermodal LLC | a15-21633_1ex10d2.htm |
EX-4.1 - EX-4.1 - TRAC Intermodal LLC | a15-21633_1ex4d1.htm |
EX-10.1 - EX-10.1 - TRAC Intermodal LLC | a15-21633_1ex10d1.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): October 21, 2015
TRAC INTERMODAL LLC
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
551112
(Primary Standard Industrial
Classification Code Number)
46-0648957
(I.R.S. Employer Identification No.)
750 College Road East
Princeton, New Jersey 08540
(609) 452-8900
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
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 1.01. Entry into a Material Definitive Agreement.
As previously reported, TRAC Intermodal LLC (the Company) and TRAC Intermodal Corp. (the Co-Issuer and, together with the Company, the Issuers) are parties to the Indenture, dated as of August 9, 2012 (the Base Indenture), among the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee and as notes collateral agent (the Trustee), as supplemented by the Supplemental Indenture, dated as of March 15, 2013 (the First Supplemental Indenture and, together with the Base Indenture, the Indenture), among the Issuers, TRAC Logistics LLC (TRAC Logistics), TRAC Drayage LLC and the Trustee relating to the Companys 11% Senior Secured Notes due 2019 (the Notes). On October 21, 2015, the Issuers, TRAC Chassis Pool Management LLC (TRAC Chassis), TRAC Services LLC (TRAC Services and, together with TRAC Chassis, the New Guarantors) and the Trustee entered into the Second Supplemental Indenture (the Second Supplemental Indenture) to the Indenture, pursuant to which the New Guarantors provided a full and unconditional guarantee of the Notes. The New Guarantors are each subsidiaries of TRAC Logistics. TRAC Logistics is a subsidiary of Interpool, Inc., d/b/a TRAC Intermodal (Interpool), which is a subsidiary of the Company. The foregoing description is qualified in its entirety by the complete terms of the Second Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As previously reported, Interpool is party to an asset backed credit agreement, dated as of August 9, 2012 (as amended or modified from time to time, the Credit Agreement), among the loan parties listed therein, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent (the Administrative Agent). On October 21, 2015, TRAC Chassis and the Administrative Agent entered into a joinder to the Credit Agreement (the TRAC Chassis Joinder) and TRAC Services and the Administrative Agent entered into a joinder to the Credit Agreement (the TRAC Services Joinder and, together with the TRAC Chassis Joinder, the Joinder Agreements), pursuant to which each New Guarantor agreed to guaranty the obligations set forth in Article X of the Credit Agreement. The foregoing description is qualified in its entirety by the complete terms of the Joinder Agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information disclosed under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
|
Description |
|
|
|
4.1 |
|
Second Supplemental Indenture, dated as of October 21, 2015, by and among TRAC Intermodal LLC, TRAC Intermodal Corp., TRAC Chassis Pool Management LLC, TRAC Services LLC and Wells Fargo Bank, National Association, as trustee and as notes collateral agent. |
10.1 |
|
Joinder Agreement, dated as of October 21, 2015, by and between TRAC Chassis Pool Management LLC and JPMorgan Chase Bank, N.A., as administrative agent. |
10.2 |
|
Joinder Agreement, dated as of October 21, 2015, by and between TRAC Services LLC and JPMorgan Chase Bank, N.A., as administrative agent. |
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.
|
TRAC Intermodal LLC | |
|
| |
|
|
|
Dated: October 23, 2015 |
By: |
/s/ Gregg Carpene |
|
|
Name: Gregg Carpene |
|
|
Title: General Counsel |
EXHIBIT INDEX
Exhibit |
|
Description |
|
|
|
4.1 |
|
Second Supplemental Indenture, dated as of October 21, 2015, by and among TRAC Intermodal LLC, TRAC Intermodal Corp., TRAC Chassis Pool Management LLC, TRAC Services LLC and Wells Fargo Bank, National Association, as trustee and as notes collateral agent. |
10.1 |
|
Joinder Agreement, dated as of October 21, 2015, by and between TRAC Chassis Pool Management LLC and JPMorgan Chase Bank, N.A., as administrative agent. |
10.2 |
|
Joinder Agreement, dated as of October 21, 2015, by and between TRAC Services LLC and JPMorgan Chase Bank, N.A., as administrative agent. |