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): June 1416, 2015

COLT DEFENSE LLC

COLT FINANCE CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

		32-0031950
333-171547		27-1237687
(Registration Number)		(IRS Employer Identification Number)

547 New Park Avenue, West Hartford, CT		06110
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (860) 232-4489

Not applicable (Former name or former address, if changed since last report)

(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:

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 12.03 ~~Bankruptcy~~ Creation of a Direct Financial Obligation or ~~Receivership~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Chapter~~On June 16, 2015, Colt Defense LLC and certain of its subsidiaries and affiliates (collectively the “Company”) entered into a Senior Secured Super-Priority Debtor-in-Possession Credit Agreement (the “Senior DIP Credit Agreement”) dated as of June 16, 2015 with Cortland Capital Market Services LLC (“Cortland”), as agent, and certain lenders party thereto from time to time. The Senior DIP Credit Agreement provides for a term loan commitment of up to approximately $6.67 million consisting of an initial term loan of approximately $2.00 million and, subject to certain conditions being met, including the entry of certain orders by the bankruptcy court, subsequent additional draws of approximately $1.33 million and $3.33 million. Under the Senior DIP Credit Agreement, the Company’s obligations are secured by a first-priority security interest in substantially all of its assets (other than intellectual property), including accounts receivable, inventory and certain other collateral, and a second-priority security interest in the intellectual property. The Senior DIP Credit Agreement provides for the accrual of interest at a fixed rate of 12.5% per annum payable in cash monthly in arrears. The Senior DIP Credit Agreement matures on the earliest of (i) October 14, 2015, (ii) the closing date of the Company’s previously disclosed contemplated Section 363 sale, (iii) the substantial consummation of a plan of reorganization or liquidation filed in the chapter 11 ~~Filings~~cases that is confirmed by the bankruptcy court and recognized by the Ontario Superior Court of Justice (Commercial List) and (iv) the date of acceleration of the term loan under the Senior DIP Credit Agreement. The Senior DIP Credit Agreement limits the Company’s ability to incur additional indebtedness, make certain investments or restricted payments, pay dividends and merge, acquire or sell assets. The Senior DIP Credit Agreement requires the Company to comply with financial covenants which primarily relate to limiting the amount of capital expenditures of the Company, maintaining a minimum amount of collateral (measured as the sum of cash and cash equivalents, undrawn commitments under the Senior DIP Credit Agreement and the Term DIP Loan Agreement (as defined below), inventory and accounts receivable, each as determined in accordance with the Senior DIP Credit Agreement) and a minimum amount of inventory. The Senior DIP Credit Agreement also requires the Company to comply with an approved budget subject to limited variances in respect of its disbursements and receipts. As of the date of this Current Report on Form 8-K, the Company is in compliance with the financial covenants.

OnThe ~~June 14,~~Senior ~~2015,~~DIP ~~Colt~~Credit ~~Defense~~Agreement ~~LLC~~also ~~(“Colt~~contains ~~Defense”~~customary ~~and~~events ~~together~~of ~~with~~default ~~Colt Finance Corp.~~including, ~~“Colt”)~~but ~~and~~not ~~Colt~~limited ~~Holding~~to, ~~Company~~no ~~LLC~~material ~~and~~litigation ~~certain~~or ofdefaults ~~their~~under ~~subsidiaries~~material contracts and ~~affiliates~~no ~~(collectively~~material adverse change, ~~the~~as ~~“Debtors”)~~well ~~filed~~as ~~voluntary~~events ~~petitions~~of ~~for~~default ~~relief~~involving cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) ~~in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”~~, ~~and~~including ~~the~~but ~~filings~~not ~~therein,~~limited ~~the “Chapter 11 Filings”). The Debtors are seeking Bankruptcy Court authorization~~ to, ~~jointly administer~~ the ~~chapter 11 cases (the “Chapter 11 Cases”) under the caption “In re Colt Holding~~ Company’s ~~LLC,~~compliance et al.” Case No. 15-11296. The Debtors will continue to manage their properties and operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with ~~the applicable provisions of the Bankruptcy Code and the~~ orders of the ~~Bankruptcy~~bankruptcy ~~Court~~court. ~~Through the Chapter 11 Cases, the Debtors seek to implement a sale of substantially all of assets of the Debtors pursuant to section 363(b) of the Bankruptcy Code (the “363 Sale”).~~

Proceeds from the term loan under the Senior DIP Credit Agreement will be used to provide liquidity for the Company, including liquidity to allow the Company to continue to manage its properties and operate its business as debtor-in-possession in accordance with the applicable provisions of the Bankruptcy Code and the orders of the bankruptcy court while implementing the Section 363 ~~Sale~~sale process; provided that the use of proceeds is limited by a budget that is subject to the approval of the lenders party to the Senior DIP Credit Agreement.

InAlso ~~connection~~on ~~with~~June 16, ~~the 363 Sale~~2015, the Company’s ~~current~~entered ~~equity~~into ~~sponsor,~~a ~~Sciens~~Senior ~~Capital~~Secured ~~Management~~Superpriority ~~LLC~~Debtor-in-Possession Term Loan Agreement (the “~~Sciens~~Term DIP Loan Agreement”) dated as of June 16, ~~has~~2015 ~~agreed~~with toWilmington ~~act~~Savings asFund aSociety, FSB (“~~stalking~~Wilmington”), ~~horse~~as ~~bidder”~~agent, and ~~has~~certain ~~proposed~~lenders toparty ~~purchase~~thereto ~~substantially~~from ~~all~~time ofto ~~Colt’s~~time. The ~~assets~~Term ~~and~~DIP ~~assume~~Loan ~~secured~~Agreement ~~liabilities~~provides ~~and~~for ~~all~~a ~~liabilities~~term ~~related~~loan commitment of up to ~~existing~~approximately ~~agreements~~$13.33 ~~with~~million ~~employees,~~consisting ~~customers,~~of ~~vendors,~~an ~~and~~initial ~~trade~~term ~~creditors. The~~loan ~~Company~~of ~~intends~~approximately ~~for~~$4.00 ~~the~~million ~~sale~~and, subject to ~~ensure~~certain aconditions ~~smooth~~being ~~and~~met, ~~swift~~including ~~transition~~the entry of certain orders by the ~~business~~bankruptcy ~~with~~court, ~~all~~subsequent ofadditional ~~its~~draws ~~iconic~~of ~~brands,~~approximately ~~products,~~$2.67 million and ~~operations~~$6.67 million. Under the Term DIP Loan Agreement, ~~supported~~the Company’s obligations are secured by a ~~stronger~~first-priority ~~balance~~security ~~sheet~~interest ~~due~~in toits intellectual property and a ~~significantly~~second-priority ~~lower~~security ~~debt~~interest ~~burden. As~~in ~~part~~substantially all of ~~the~~its ~~Sciens~~assets ~~led~~other ~~bid,~~than ~~Colt~~its ~~will~~intellectual beproperty, ~~able~~including ~~reassure~~accounts ~~its~~receivable, ~~employees~~inventory and ~~local~~certain ~~community~~other ofcollateral. ~~its~~The ~~commitment~~Term toDIP ~~continued~~Loan ~~operations~~Agreement inprovides ~~West~~for ~~Hartford~~the ~~through~~accrual aof ~~long~~interest ~~term~~at ~~extension~~a onfixed ~~the~~rate ~~lease~~of ~~for~~12.5% ~~its~~per ~~manufacturing~~annum ~~facilities~~payable ~~and~~in ~~campus~~cash monthly in ~~West Hartford~~arrears. InThe ~~accordance~~Senior ~~with~~DIP Credit Agreement matures on the ~~sale~~earliest ~~process~~of ~~under~~(i) October 14, ~~section~~2015, ~~363~~(ii) the closing date of the ~~Bankruptcy~~Company’s ~~Code~~previously disclosed contemplated Section 363 sale, ~~notice~~(iii) the substantial consummation of a plan of reorganization or liquidation filed in the ~~pending~~chapter ~~sale~~11 tocases ~~Sciens~~that ~~will~~is beconfirmed ~~given~~by tothe ~~third~~bankruptcy ~~parties~~court and ~~competing~~recognized ~~bids~~by ~~will~~the beOntario ~~solicited,~~Superior ~~with~~Court anof ~~independent~~Justice ~~committee~~(Commercial ofList) ~~Colt’s~~and ~~board~~(iv) the date of ~~managers~~acceleration ~~established~~of tothe ~~manage~~term ~~the~~loan ~~bidding~~under ~~process~~the ~~and~~Term ~~evaluate~~DIP ~~bids~~Loan Agreement. The Term

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The Debtors’ Chapter 11 Filings described in Item 1.03 above constitute an event of default that accelerated obligations of Colt Defense and its subsidiaries (collectively, the “Company”) under the credit agreement, dated as of February 9, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, Cortland Capital Market Services LLC, as agent, and certain lenders party thereto from time to time, the term loan agreement, dated November 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), by and among the Company, Wilmington Savings Fund Society, FSB, as agent, and the lenders party thereto, and the indenture governing the 8.75% Senior Notes due 2017 (the “Old Notes”) of Colt (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture” and, together with the Credit Agreement and the Term Loan Agreement, the “Debt Documents”) on June 14, 2015. The Debt Documents provide that as a result of the Chapter 11 Filings, the principal and accrued and unpaid interest and premiums, fees and all other amounts owed, if any, due thereunder are immediately due and payable. As of June 14, 2015, an aggregate amount of approximately $35.1 million, $86.9 million and $262.6 million, including accrued and unpaid interest and premiums, fees and all other amounts owed, if any, were outstanding under the Credit Agreement, the Term Loan Agreement and the Indenture, respectively. The Company believes any efforts to enforce such payment obligations under the Debt

~~Documents~~DIP ~~are~~Loan ~~automatically~~Agreement ~~stayed~~limits asthe Company’s ability to incur additional indebtedness, make certain investments or restricted payments, pay dividends and merge, acquire or sell assets. The Term DIP Loan Agreement requires the Company to comply with financial covenants which primarily relate to limiting the amount of capital expenditures of the Company, maintaining a ~~result~~minimum amount of collateral (measured as the ~~Chapter~~sum 11of ~~Filings~~cash and cash equivalents, undrawn commitments under the ~~creditors’~~Senior ~~rights~~DIP ofCredit ~~enforcement~~Agreement and the Term DIP Loan Agreement, inventory and accounts receivable, each as determined in ~~respect~~accordance with the Term DIP Loan Agreement) and a minimum amount of inventory. The Term DIP Loan Agreement also requires the ~~Debt~~Company ~~Documents~~to ~~are~~comply with an approved budget subject to ~~applicable~~limited ~~provisions~~variances in respect of its disbursements and receipts. As of the ~~Bankruptcy~~date ~~Code~~of this Current Report on Form 8-K, the Company is in compliance with the financial covenants.

~~Item~~The ~~7.01~~Term ~~Regulation~~DIP FDLoan ~~Disclosure~~Agreement also contains customary events of default including, but not limited to, no material litigation or defaults under material contracts and no material adverse change, as well as events of default involving cases under the Bankruptcy Code, including but not limited to, the Company’s compliance with orders of the bankruptcy court.

AProceeds ~~copy~~from ofthe term loan under the ~~press~~Term ~~release,~~DIP ~~dated~~Loan ~~June 14,~~Agreement ~~2015~~will be used to provide liquidity for the Company, ~~announcing~~including ~~that~~liquidity to allow the ~~Debtors~~Company ~~filed~~to ~~voluntary~~continue ~~petitions~~to ~~for~~manage ~~relief~~its ~~under~~properties and operate its business as debtor-in-possession in accordance the applicable provisions of the Bankruptcy Code isand ~~attached~~the ~~hereto~~orders asof ~~Exhibit~~the bankruptcy court while implementing the Section ~~99.1~~363 ~~and~~sale isprocess; ~~incorporated~~provided ~~herein~~that the use of proceeds is limited by ~~reference~~a budget that is subject to the approval of the lenders party to the Term DIP Loan Agreement.

The ~~information~~foregoing indescription ~~this~~of ~~Item~~the ~~7.01~~Senior onDIP ~~this~~Credit ~~Current~~Agreement ~~Report on Form 8-K is being furnished~~ and ~~shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~Term ~~Exchange~~DIP ~~Act~~Loan ofAgreement ~~1934,~~do asnot ~~amended~~purport ~~(the~~to ~~“Exchange~~be ~~Act”),~~complete ~~nor~~and ~~shall~~each itis bequalified ~~deemed~~in ~~incorporated~~its entirety by reference into ~~filings~~such ~~under~~agreement ~~the~~filed ~~Securities~~as ~~Act~~an ofexhibit ~~1933,~~to asthis ~~amended,~~Current orReport ~~the~~on ~~Exchange~~Form 8-K ~~Act, except~~ as ~~shall~~Exhibit 10.1 beand ~~expressly~~10.2, ~~set forth by specific reference in such filing~~respectively.

Item 89.01 ~~Other Events~~. Exhibits.

On June 12, 2015, Colt’s previously announced exchange offer, consent solicitation and solicitation of acceptances of a prepackaged plan of reorganization with respect to the Old Notes expired. The conditions to the exchange offer, the consent solicitation and the prepackaged plan of reorganization were not satisfied and such conditions were not waived by Colt. All Old Notes tendered and not validly withdrawn pursuant to such exchange offer will be returned promptly to the tendered holder thereof in accordance with the Offer to Exchange, Consent Solicitation Statement, and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization, dated April 14, 2015, as supplemented, and applicable law.

Exhibit No.		DESCRIPTION
10.1		Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, dated as of June 16, 2015, by and among the Company, Cortland, as agent, and certain lenders party thereto from time to time.
10.2		Senior Secured Superpriority Debtor-in-Possession Term Loan Agreement, dated as of June 16, 2015, by and among the Company, Wilmington, as agent, and certain lenders party thereto from time to time.

~~Item 9.01. Exhibits.~~3

Exhibit No.		DESCRIPTION
99.1		Press Release issued by Colt Defense, dated June 14, 2015.

SIGNATURE

~~Forward~~Pursuant ~~Looking~~to ~~Statements~~the requirements of the Exchange Act, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~This~~COLT ~~Current~~DEFENSE ~~Report~~LLC onCOLT ~~Form 8-K~~FINANCE ~~contains “forward-looking statements~~CORP.~~” These~~ ~~statements~~By: ~~about Colt’~~/s/ ~~expectations,~~Scott ~~beliefs,~~Flaherty ~~plans,~~Name: ~~objectives,~~Scott ~~assumptions~~Flaherty ~~and~~Title: ~~future~~Senior ~~events~~Vice ~~are~~President ~~not statements of historical fact~~ and ~~reflect~~Chief ~~only~~Financial Colt’s current expectations regarding these matters. Colt’s actual actions and results may differ materially from what is expressed or implied by these statements due to a variety of factors, including (i) the potential adverse impact of the Chapter 11 Filings on Colt’s liquidity or results of operations, (ii) changes in Colt’s ability to meet financial obligations during the chapter 11 process or to maintain contracts that are critical to Colt’s operations, (iii) the outcome or timing of the chapter 11 process and the 363 Sale, (iv) the effect of the Chapter 11 Filings or the 363 Sale on Colt’s relationships with third parties, regulatory authorities and employees, (v) proceedings that may be brought by third parties in connection with the chapter 11 process or the 363 Sale, (vi) the Bankruptcy Court approval or other conditions or termination events in connection with the 363 Sale, (vii) the increased administrative costs related to the chapter 11 process; (viii) Colt’s ability to maintain adequate liquidity to fund operations during the chapter 11 process and thereafter and (ix) other factors listed from time to time in Colt’s filings with Securities and Exchange Commission. Forward-looking statements in this Current Report on Form 8-K speak only as of the date on which they are made and Colt undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.Officer

3Dated: June 18, 2015

~~SIGNATURE~~4

Pursuant to the requirements of the Exchange Act, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COLT DEFENSE LLC
	COLT FINANCE CORP.
	By:	/s/ Scott Flaherty
	Name:	Scott Flaherty
	Title:	Senior Vice President and Chief Financial Officer
Dated: June 15, 2015

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