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):  November 7, 2014
 
TAL INTERNATIONAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
Delaware
 
333-126317
 
20-1796526
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
100 Manhattanville Road
Purchase, New York 10577-2135
(Address of Principal Executive Offices, including Zip Code)
 
Telephone: (914) 251-9000
(Registrant’s Telephone Number, Including Area Code)
 
Not applicable
(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 any of the following provisions:
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 1.01. Entry Into a Material Definitive Agreement.
 
On November 7, 2014, TAL International Container Corporation (“TAL”), a direct wholly owned subsidiary of TAL International Group, Inc., entered into a $350,000,000 Senior Secured Credit Agreement with the lenders from time to time party thereto, and First Niagara Bank, N.A. as Administrative Agent and Collateral Agent. The agreement has an initial two year revolving period followed by a three year term period with a maturity date of November 7, 2019. The interest rate is LIBOR plus 1.75%. The transaction documents contain customary affirmative and negative covenants, financial covenants, representations and warranties, and events of default, which are subject to various exceptions and qualifications. TAL will use the net proceeds to refinance debt, purchase equipment and for other general corporate purposes.
 
Item 2.03. Creation of Certain Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
 
The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.
 








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.
 
 
TAL International Group, Inc.
 
 
 
Dated: November 13, 2014
By:
/s/ JOHN BURNS
 
 
Name: 
John Burns
 
 
Title:
Senior Vice President and Chief Financial Officer