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 17, 2013
Commission File Number of the issuing entity: 333-187718-02
GE EQUIPMENT MIDTICKET LLC, SERIES 2013-1 (Exact name of issuing entity) |
Commission File Number of depositor: 333-187718 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 September 17, 2013 (the “Underwriting Agreement”), among General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (“CEF Holding”), GE Equipment Midticket LLC, Series 2013-1 (the “Issuer”) and RBS Securities Inc., as representative of the several underwriters identified therein.
The registrant is also filing forms of the following documentsin connection with the issuance of $446,850,000 of asset backed notes by the Issuer described in the Prospectus Supplement dated September 17, 2013 to Prospectus dated September 11, 2013:
1. Limited Liability Company Agreement of the Issuer, dated as of September 16, 2013 (the “LLC Agreement”).
2. Limited Liability Company Agreement of the GE Equipment Funding, LLC (the “Managing Member”), dated as of September 16, 2013 (the “Managing Member LLC Agreement”).
3. Receivables Sale Agreement, to be dated as of September 25, 2013, among GECC, VFS Financing, Inc., General Electric Credit Corporation of Tennesee, GE Capital Title Holding Corp., and CEF Holding (the “Receivables Sale Agreement”).
4. Receivables Purchase and Sale Agreement, to be dated as of September 25, 2013, between CEF Holding and the Issuer (the “Receivables Purchase and Sale Agreement”).
5. Servicing Agreement, to be dated as of September 25, 2013, among the Issuer, GE TF Trust (the “Titling Trust”) and GECC, as the servicer (the “Servicing Agreement”).
6. Indenture, to be dated as of September 25, 2013, between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture”).
7. Administration Agreement, to be dated as of September 25, 2013, between the Issuer and GECC, as the administrator (the “Administration Agreement”).
8. Limited Removal and Clean-Up Call Agreement, to be dated as of September 25, 2013, between the Managing Member and the Issuer (the “Limited Removal and Clean-Up Call Agreement”).
9. Series 2013-1A 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 September 25, 2013 (the “Series 2013-1A SUBI Supplement”), among the Settlor, the Initial Beneficiary and Wilmington Trust Company, as UTI trustee, administrative trustee and SUBI trustee.
10. Series 2013-1A 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 September 25, 2013 (the “Series 2013-1A SUBI Supplement Collateral Agency Agreement”), among the Titling Trust, the Collateral Agent, GECC and Deutsche Bank Trust Company Americas, as secured party.
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| Section 9. | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | | Description |
| | | |
| Exhibit 1(a) | | Underwriting Agreement |
| | | |
| Exhibit 4(b) | | LLC Agreement |
| | | |
| Exhibit 4(c) | | Managing Member LLC Agreement |
| | | |
| Exhibit 4(d) | | Receivables Sale Agreement |
| | | |
| Exhibit 4(e) | | Receivables Purchase and Sale Agreement |
| | | |
| Exhibit 4(f) | | Servicing Agreement |
| | | |
| Exhibit 4(g) | | Indenture |
| | | |
| Exhibit 4(h) | | Administration Agreement |
| | | |
| Exhibit 4(i) | | Limited Removal and Clean-Up Call Agreement |
| | | |
| Exhibit 99(a) | | Series 2013-1A SUBI Supplement |
| | | |
| Exhibit 99(b) | | Series 2013-1A 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: September 17, 2013
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Exhibit Index
| Exhibit No. | | Description |
| | | |
| Exhibit 1(a) | | Underwriting Agreement |
| | | |
| Exhibit 4(b) | | LLC Agreement |
| | | |
| Exhibit 4(c) | | Managing Member LLC Agreement |
| | | |
| Exhibit 4(d) | | Receivables Sale Agreement |
| | | |
| Exhibit 4(e) | | Receivables Purchase and Sale Agreement |
| | | |
| Exhibit 4(f) | | Servicing Agreement |
| | | |
| Exhibit 4(g) | | Indenture |
| | | |
| Exhibit 4(h) | | Administration Agreement |
| | | |
| Exhibit 4(i) | | Limited Removal and Clean-Up Call Agreement |
| | | |
| Exhibit 99(a) | | Series 2013-1A SUBI Supplement |
| | | |
| Exhibit 99(b) | | Series 2013-1A SUBI Supplement Collateral Agency Agreement |
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