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): January 26, 2010
ICON
Leasing Fund Twelve, LLC
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-53189
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20-5651009
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||
(State
or Other Jurisdiction of Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification
No.)
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100
Fifth Avenue, 4th
Floor
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New
York, New York 10011
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(Address
of Principal Executive Offices)
____________________
(212)
418-4700
(Registrant’s
telephone number, including area code)
(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
8.01 Other
Events.
On
December 18, 2009, ICON Leasing Fund Twelve, LLC (“Fund Twelve”), through its
wholly-owned subsidiary ICON Faulkner, LLC (“ICON Faulkner”), a Marshall Islands
limited liability company, entered into a memorandum of agreement with Leighton
Contractors (Asia) Limited (“Leighton”), a wholly-owned subsidiary of Leighton
Holdings Limited, to purchase the pipelay barge Leighton Faulkner for the
purchase price of $20,000,000. The purchase price included
$12,000,000 of senior debt pursuant to a facility agreement with Standard
Chartered Bank, Singapore Branch, and a $7,000,000 seller’s credit to be repaid
by ICON Faulkner in eight annual principal payments beginning on the first
anniversary of the closing date. Simultaneously with the execution of
the memorandum of agreement, ICON Faulkner entered into a bareboat charter with
Leighton for a period of eight years commencing on the closing
date. The acquisition closed on January 5, 2010.
On
December 23, 2009, ICON Quattro, LLC, a joint venture owned 55% by Fund Twelve
and 45% by ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., an
entity managed by an affiliate of the manager of Fund Twelve, made a second
priority secured term loan of £5,800,000 to Quattro Plant Limited (“Quattro”), a
wholly-owned subsidiary of Quattro Group Limited. The loan is secured
by all of Quattro’s rail support construction equipment, accounts receivable and
a mortgage over certain real estate in London, England owned by the majority
shareholder of Quattro. The loan will be repaid over a period of thirty-three
months beginning on January 1, 2010.
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.
ICON
LEASING FUND TWELVE, LLC
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By: ICON
CAPITAL CORP., its Manager
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Dated: January
26, 2010
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By: /s/
Michael A. Reisner
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Michael
A. Reisner
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Co-President
and Co-Chief Executive Officer
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