Washington, D.C. 20549
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
The following material definitive agreements were entered into:
1. Underwriting Agreement, dated May 9, 2012 (“Underwriting Agreement”), among CDF Funding, Inc. (“CDF”), General Electric Capital Corporation (“GE Capital”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Citigroup Global Markets Inc. (“Citigroup”), as Representatives of the several Underwriters.
2. Terms Agreement (Series 2012-2), dated May 9, 2012 (“2012-2 Terms Agreement”), among CDF, GE Capital, J.P. Morgan and Citigroup, as Representatives of the several Underwriters.
The Registrant is also filing a form of Series 2012-2 Indenture Supplement, to be dated as of May 16, 2012 (“Form of Series 2012-2 Supplement”), between GE Dealer Floorplan Master Note Trust and Deutsche Bank Trust Company Americas, as indenture trustee.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Not applicable
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.
2012-2 Pre-Closing 8-K