Attached files

file filename
EX-1.1 - EXHIBIT 1.1 - GE Dealer Floorplan Master Note Trustv312618_ex1-1.htm
EX-1.2 - EXHIBIT 1.2 - GE Dealer Floorplan Master Note Trustv312618_ex1-2.htm
EX-4.1 - EXHIBIT 4.1 - GE Dealer Floorplan Master Note Trustv312618_ex4-1.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) May 9, 2012

 

GE Dealer Floorplan Master Note Trust
CDF Funding, Inc.
GE Commercial Distribution Finance Corporation
 
(Exact Name of Issuing Entity, Depositor/Registrant and Sponsor as specified in their respective charters)

 

Delaware
(State or Other Jurisdiction of Incorporation

 

333-115582    
333-115582-03    
333-130782-02    
333-130782    
333-158937-01    
333-158937   20-1060484 (CDF Funding, Inc.)
(Commission File Number)    (I.R.S. Employer Identification No.)

 

5595 Trillium Boulevard, Hoffman Estates, Illinois 60192
(Address of Principal Executive Offices) (Zip Code)

 

(847) 747-4043
(Registrant’s Telephone Number, Including Area Code)

 

No Change
(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 (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

(d) Exhibits

 

Exhibit No.   Document Description
1.1   Underwriting Agreement
1.2   2012-2 Terms Agreement
4.1   Form of Series 2012-2 Supplement

 

   
 

 

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.

 

  CDF FUNDING, INC.
  (Registrant)
     
Dated:  May 11, 2012 By: /s/ John E. Peak
  Name:  John E. Peak
  Title:  Vice President

 

2012-2 Pre-Closing 8-K