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): May 18, 2010
LEAF EQUIPMENT FINANCE FUND 4, L.P.
(Exact name of registrant as specified in its charter)
| | | | |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| 110 South Poplar Street, Suite 101, Wilmington, Delaware 19801 |
| (Address of principal executive offices) (Zip Code) |
| Registrant’s telephone number, including area code: (800) 819-5556 |
| |
N/A |
| (Former name or former address, if changed since last report) |
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:
¨ 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))
Item 1.02 Termination of a Material Definitive Agreement.
See Item 2.03 below.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 18, 2010, the Registrant completed a $92.7 million term securitization. Pursuant to the securitization, LEAF Receivables Funding 2, LLC, a newly formed indirect subsidiary of the Registrant, issued three classes of notes. The notes are asset-backed debt, secured and payable only by certain assets of LEAF Receivables Funding 2, LLC. Proceeds from the offering were used to repay all amounts due under the Registrant’s credit facility with Morgan Stanley Asset Funding Inc. and The Royal Bank of Scotland PLC.
The securities have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The offering of securities was made to Guggenheim Securities, LLC, as initial purchaser, pursuant to a private placement. The initial purchaser sold or offered the securities within the United States to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933.
The notes included three fixed rate classes of notes, rated by DBRS, Inc. The initial amount of the note balance, the interest rate, the maturity date and the rating from DBRS for each class of notes are as follows:
| | | | | | |
| Initial Note Balance | $74.2 million | | $15.7 million | | $2.8 million |
| Note Rate | 5.00% | | 5.00% | | 5.00% |
| Maturity Date | October 23, 2016 | | September 23, 2018 | | September 23, 2018 |
| DBRS Rating | AAA | | BBB | | BB |
The facility contains standard events of default common in similar term securitizations.
The Registrant used the proceeds from the Note offering to repay all amounts due under its receivables loan and security agreement with Morgan Stanley Asset Funding Inc. and The Royal Bank of Scotland PLC. The Registrant has no further obligations thereunder and the agreement is terminated.
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.
| | LEAF EQUIPMENT FINANCE FUND 4, L.P. |
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| | By: LEAF Asset Management, LLC, its general partner |
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| Date: May 24, 2010 | By: /s/ Robert K. Moskovitz |
| | Name: Robert K. Moskovitz |
| | Title: Chief Financial Officer |
