Attached files

file filename
EX-4.(D) - RECEIVABLES SALE AGREEMENT - CEF EQUIPMENT HOLDING LLCv355343_ex4d.htm
EX-4.(F) - SERVICING AGREEMENT - CEF EQUIPMENT HOLDING LLCv355343_ex4f.htm
EX-1.(A) - UNDERWRITING AGREEMENT - CEF EQUIPMENT HOLDING LLCv355343_ex1a.htm
EX-4.(H) - ADMINISTRATION AGREEMENT - CEF EQUIPMENT HOLDING LLCv355343_ex4h.htm
EX-4.(B) - LLC AGREEMENT - CEF EQUIPMENT HOLDING LLCv355343_ex4b.htm
EX-4.(C) - MANAGING MEMBER LLC AGREEMENT - CEF EQUIPMENT HOLDING LLCv355343_ex4c.htm
EX-4.(E) - RECEIVABLES PURCHASE AND SALE AGREEMENT - CEF EQUIPMENT HOLDING LLCv355343_ex4e.htm
EX-4.(G) - INDENTURE - CEF EQUIPMENT HOLDING LLCv355343_ex4g.htm
EX-4.(I) - LIMITED REMOVAL AND CLEAN-UP CALL AGREEMENT - CEF EQUIPMENT HOLDING LLCv355343_ex4i.htm
EX-99.(A) - SERIES 2013-1A SUBI SUPPLEMENT - CEF EQUIPMENT HOLDING LLCv355343_ex99a.htm
EX-99.(B) - SERIES 2013-1A SUBI SUPPLEMENT COLLATERAL AGENCY AGREEMENT - CEF EQUIPMENT HOLDING LLCv355343_ex99b.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) 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.)

 

  Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

   
 

 

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))

 

  Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

   
 

 

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 documents in 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.

 

 

  Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 3 of 6

 

   
 

 

 

Section 9.Financial Statements and Exhibits

 

Item 9.01Financial Statements and Exhibits

 

(a)Not applicable

 

(b)Not applicable

 

(c)Not applicable

 

(d)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

 

  Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 4 of 6

 

 

   
 

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

 

  Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 5 of 6

 

 

   
 

 

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

 

  Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 6 of 6