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~~August 2431, 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)

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 18.01 Other ~~Entry into a Material Definitive Agreement~~Events.

~~The~~Modified ~~information~~SEC ~~in Item 2.03 of this Current Report is incorporated by reference.~~Reporting

~~Item~~As 2previously reported, on June 14, 2015, Colt Defense LLC (“Colt Defense” and together with Colt Finance Corp.~~03 Creation~~, “Colt”) and Colt Holding Company LLC and certain of atheir ~~Direct~~subsidiaries ~~Financial~~and ~~Obligation~~affiliates or(collectively, anthe “Debtors”) ~~Obligation~~filed voluntary petitions for relief under anchapter ~~Off~~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”). The Debtors are continuing to manage their properties and operate their businesses as debtors-~~Balance~~in-possession ~~Sheet~~under ~~Arrangement~~the jurisdiction of athe ~~Registrant~~Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The chapter 11 cases (the “Chapter 11 Cases”) are being jointly administered by the Bankruptcy Court in the proceeding “In re Colt Holding Company LLC, et al.”, Case No. 15-11296.

OnDuring ~~June 24,~~the ~~2015,~~pendency ~~Colt Defense LLC and certain~~ of ~~its~~the ~~subsidiaries~~Chapter ~~and~~11 ~~affiliates~~Cases, ~~(collectively~~Colt ~~the~~has ~~“Company”)~~adopted ~~entered into~~ a ~~First~~modified ~~Amended~~reporting ~~and~~program ~~Restated Senior Secured Super-Priority Debtor-in-Possession Credit Agreement (the “Senior DIP Credit Agreement”) dated as of June 24, 2015~~ with ~~Cortland~~respect ~~Capital Market Services LLC (“Cortland”), as agent, and certain lenders party thereto from time~~ to ~~time~~its ~~which~~reporting ~~amended~~obligations ~~and~~under ~~restated~~federal ~~the~~securities ~~Company’s existing Senior Secured Super-Priority Debtor-in-Possession Credit Agreement dated as of June 16, 2015 with Cortland, as agent, and the lenders party thereto~~laws. ~~The~~In ~~Senior~~lieu ~~DIP Credit Agreement provides for a term loan commitment~~ of upfiling toannual ~~approximately~~reports ~~$41.67 million consisting of an initial term loan of approximately $2.00 million which was drawn~~ on ~~June~~Form ~~17,~~10-K ~~2015,~~and aquarterly ~~second~~reports ~~term loan of approximately $1.33 million which was drawn~~ on ~~June 26~~Form 10-Q, ~~2015,~~each ~~and,~~month ~~subject~~Colt towill ~~certain~~file ~~conditions~~with ~~being met, including~~ the ~~entry~~Securities ofand ~~certain~~Exchange ~~orders~~Commission ~~by the bankruptcy court, a subsequent additional draw of approximately $3.33 million~~ (~~collectively, the~~ “~~Tranche A Loans~~SEC”) ~~and~~ a ~~deemed~~current ~~term~~report ~~loan~~on ~~(the~~Form 8-K ~~“Tranche~~that ~~B Loan”) of approximately $35.00 million which~~ will behave ~~substituted~~attached ~~and exchanged for (and deemed~~ to ~~have~~it ~~prepaid) approximately $35.00 million of~~ the ~~Company’s~~monthly ~~existing~~financial ~~debt~~report ~~under~~required ~~the Credit Agreement dated as of February 9, 2015, as amended, with Cortland, as agent, and the lenders party thereto. 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~~Bankruptcy ~~property~~Court. The Senior DIP Credit Agreement provides for the accrual of interest at a fixed rate of 11.0% per annum (which, at the option of the Company may be paid 9.0% in cash and 2.0% in kind) payable monthly in arrears. ~~The Senior DIP Credit Agreement matures on the earliest of (i) December 15~~Accordingly, ~~2015,~~Colt ~~(ii) the~~does ~~closing~~not ~~date~~intend ofto ~~the~~file ~~Company’s~~periodic ~~previously~~reports ~~disclosed~~while ~~contemplated Section 363 sale, (iii)~~ the ~~substantial~~Chapter ~~consummation of a plan of reorganization or liquidation filed in the chapter~~ 11 ~~cases~~Cases ~~that~~are 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 indebtednesspending, ~~make~~but ~~certain~~will ~~investments~~continue ~~or restricted payments, pay dividends and merge, acquire or sell assets. The Senior DIP Credit Agreement requires the Company~~ to ~~comply~~file ~~with~~current ~~financial~~reports covenants which primarily relate to limiting the amount of capital expenditures of the Company and requiring 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~~as ~~Company~~required isby infederal ~~compliance~~securities ~~with the financial covenants~~laws.

~~The~~Monthly ~~Senior~~Operating DIP Credit 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 chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), including but not limited to, the Company’s compliance with orders of the bankruptcy court.Report

~~Proceeds~~On ~~from~~August 31, 2015, the ~~Tranche~~Debtors Afiled ~~Loans~~their ~~will~~monthly beoperating ~~used~~report ~~to provide liquidity~~ for the ~~Company,~~period ~~including~~beginning ~~liquidity~~July 6, to2015 ~~allow the Company to continue to manage its properties~~ and ~~operate~~ending ~~its~~August 2, ~~business~~2015 as(the ~~debtor-in-possession~~“Monthly inOperating ~~accordance~~Report”) with the ~~applicable provisions of the~~ Bankruptcy ~~Code~~Court. The ~~and~~Monthly ~~the~~Operating ~~orders~~Report ~~of the bankruptcy court; provided that the use of proceeds~~ is ~~limited~~attached byhereto aas ~~budget that is subject to the approval of the lenders party to the Senior DIP Credit Agreement~~Exhibit 99.1 ~~Certain lenders party to the Senior DIP Credit Agreement are holders of a portion of Colt Defense LLC~~ and ~~Colt~~is ~~Finance~~incorporated ~~Corp.’s~~herein ~~outstanding~~by 8reference.~~75% Senior Notes due 2017.~~

2Cautionary Note Regarding the Monthly Operating Report

~~Also~~Colt oncautions ~~June 24,~~investors ~~2015,~~and ~~the~~potential ~~Company~~investors ~~entered~~not ~~into~~to anplace ~~Amendment~~undue ~~No. 1~~reliance toupon ~~Senior~~the ~~Secured~~information ~~Superpriority~~contained ~~Debtor-~~in~~-Possession~~ ~~Term Loan Agreement (~~the ~~“Term~~Monthly ~~DIP~~Operating ~~Loan Agreement Amendment”) dated as of June 24~~Report, ~~2015 with Wilmington Savings Fund Society, FSB (“Wilmington”), as agent, and certain lenders party thereto from time to time~~ which ~~amended~~was ~~and~~not ~~restated~~prepared ~~the~~for ~~Company’s existing Senior Secured Superpriority Debtor-in-Possession Term Loan Agreement (as so amended and restated,~~ the ~~“Term~~purpose ~~DIP Loan Agreement”) dated as~~ of ~~June 16,~~providing ~~2015 with Wilmington, as agent, and~~ the ~~lenders~~basis ~~party thereto . The Term DIP Loan Agreement provides~~ for aan ~~term~~investment ~~loan~~decision ~~commitment~~relating ~~of up~~ to ~~approximately~~any ~~$33.33 million consisting~~ of anthe ~~initial~~securities ~~term loan~~ of ~~approximately $4~~Colt.00 The ~~million~~Monthly ~~which~~Operating ~~was~~Report ~~drawn~~is onlimited ~~June 17,~~in ~~2015~~scope, covers a ~~second~~limited ~~term~~time ~~loan~~period ~~of approximately $2.67 million which was drawn on June 25, 2015,~~ and, ~~subject~~has tobeen ~~certain~~prepared ~~conditions~~solely ~~being~~for ~~met, including~~ the ~~entry~~purpose of ~~certain~~complying ~~orders~~with by the ~~bankruptcy~~monthly ~~court,~~reporting arequirements ~~subsequent~~applicable ~~additional~~in ~~draw~~the ofChapter ~~approximately~~11 $6Cases.67 Colt ~~million~~is ~~(collectively,~~not ~~the~~required ~~“Tranche~~to Apublicly ~~Term~~update ~~Loans”) and a deemed term loan of approximately $20.00 million (~~the ~~“Tranche~~Monthly BOperating ~~Term~~Report ~~Loan”) which will be substituted and exchanged for (and deemed~~ to ~~have~~reflect ~~prepaid)~~more ~~approximately~~current ~~$20.00~~facts ~~million~~or ofestimates ~~the~~or ~~Company’s existing debt under~~ the ~~Term~~occurrence ~~Loan~~of ~~Agreement,~~future ~~as amended~~events, ~~dated~~including asif ofthe ~~November 17~~facts, ~~2014~~estimates ~~with Wilmington, as agent,~~ and ~~the~~assumptions ~~lenders~~upon ~~party~~which ~~thereto. Under~~ the ~~Term~~Monthly ~~DIP~~Operating ~~Loan~~Report ~~Agreement,~~is ~~the~~based ~~Company’s obligations~~ are ~~secured~~erroneous. The byMonthly aOperating ~~first-priority~~Report ~~security~~was ~~interest~~not inaudited ~~its~~or ~~intellectual~~reviewed ~~property~~by ~~and~~independent apublic ~~second-priority~~accountants, ~~security~~does ~~interest~~not incontain ~~substantially~~ all of ~~its~~the ~~assets~~information ~~other than its intellectual property, including accounts receivable, inventory~~ and ~~certain~~footnotes ~~other~~required ~~collateral.~~by ~~The~~generally ~~Term~~accepted ~~DIP~~accounting ~~Loan~~principles ~~Agreement~~in ~~provides for~~ the ~~accrual~~United ofStates, ~~interest on the Tranche A Term Loans at a fixed rate of 12.5% per annum payable in cash monthly in arrears~~ and onis ~~the~~subject ~~Tranche~~to Bfuture ~~Term~~adjustment ~~Loan at a fixed rate per annum of 10.0% in cash~~ and 4reconciliation.0% There incan ~~kind~~be ~~payable~~no ~~monthly~~assurance ~~in arrears. The Term DIP Loan Agreement matures on the earliest of (i) December 15~~that, ~~2015,~~from ~~(ii)~~ the ~~substantial~~perspective ~~consummation~~ of aan ~~plan~~investor ~~of reorganization~~ or ~~liquidation~~potential ~~filed~~investor in ~~the~~Colt’s ~~chapter~~securities, ~~11 cases that is confirmed by~~ the ~~bankruptcy~~Monthly ~~court~~Operating ~~and~~Report ~~recognized~~is ~~by the Ontario Superior Court of Justice (Commercial List) and (iii) the date of acceleration of the term loan under the Term DIP Loan Agreement~~complete. The ~~Term~~Monthly ~~DIP~~Operating ~~Loan~~Report ~~Agreement~~also ~~limits~~contains ~~the~~information ~~Company’s~~for ~~ability~~periods towhich ~~incur~~are ~~additional~~shorter ~~indebtedness, make certain investments~~ or ~~restricted~~otherwise ~~payments,~~different ~~pay~~from ~~dividends~~those ~~and~~required ~~merge,~~in ~~acquire~~Colt’s orreports ~~sell~~pursuant ~~assets. The Term DIP Loan Agreement requires the Company~~ to ~~comply with financial covenants which primarily relate to limiting~~ the ~~amount~~Securities ofExchange ~~capital~~Act ~~expenditures~~ of ~~the~~1934 ~~Company and requiring~~ (the ~~Company~~“Exchange toAct”), ~~comply~~and ~~with~~such aninformation ~~approved~~might ~~budget~~not ~~subject~~be toindicative ~~limited~~of ~~variances~~Colt’s infinancial ~~respect~~condition ofor ~~its~~operating ~~disbursements~~results ~~and~~for ~~receipts. As of~~ the ~~date~~period ofthat ~~this~~would ~~Current~~be ~~Report~~reflected ~~on Form 8-K, the Company is~~ in ~~compliance with the financial covenants.~~Colt’s

The Term DIP Loan 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.2

~~Proceeds~~financial ~~from~~statements ~~the~~or ~~Tranche~~in Aits ~~Term~~reports ~~Loans~~pursuant ~~will be used~~ to ~~provide liquidity for~~ the ~~Company,~~Exchange ~~including~~Act. Results ~~liquidity~~set toforth ~~allow~~in the ~~Company~~Monthly toOperating ~~continue~~Report toshould ~~manage~~not ~~its~~be ~~properties~~viewed ~~and operate its business~~ as ~~debtor-in-possession~~indicative ~~in accordance the applicable provisions~~ of ~~the~~future ~~Bankruptcy Code and the orders of the bankruptcy court; provided that the use of proceeds is limited by a budget that is subject to the approval of the lenders party to the Term DIP Loan Agreement~~results.

~~The~~Cautionary ~~foregoing~~Note ~~description~~Regarding of the Senior DIP Credit Agreement and the Term DIP Loan Agreement do not purport to be complete and each is qualified in its entirety by reference to such agreement filed as an exhibit to this Current Report on Form 8Forward-KLooking ~~as Exhibit 10.1 and 10.2, respectively.~~Statements

~~Item~~This 9Current Report on Form 8-K contains “forward-looking statements.01” These statements about Colt’s expectations, beliefs, plans, objectives, assumptions and future events are not statements of historical fact and reflect only Colt’s current expectations regarding these matters. ~~Exhibits~~ 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, (iv) the effect of the chapter 11 filings 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, (vi) the Bankruptcy Court approval, (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 the SEC. 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.

Exhibit No.		DESCRIPTION
10.1		First Amended and Restated Senior Secured Super-Priority Debtor-in-Possession

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		DESCRIPTION
99.1		Monthly Operating Report for the period from July 6, 2015 to August 2, 2015.

Credit Agreement, dated as of June 24, 2015, by and among the Company, Cortland, as agent, and certain lenders party thereto from time to time. 10.2 Amendment No. 1 to Senior Secured Superpriority Debtor-in-Possession Term Loan Agreement, dated as of June 24, 2015, by and among the Company, Wilmington, as agent, and certain lenders party thereto from time to time.3

4SIGNATURES

~~SIGNATURE~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Pursuant~~COLT toDEFENSE ~~the~~LLC ~~requirements~~COLT ofFINANCE ~~the~~CORP. ~~Exchange~~By: ~~Act,~~/s/ ~~the~~Dennis ~~registrants~~R. ~~have~~Veilleux ~~duly~~Name: ~~caused~~Dennis ~~this~~R. ~~report~~Veilleux toTitle: bePresident ~~signed~~and onChief ~~its~~Executive ~~behalf by the undersigned hereunto duly authorized.~~Officer

	COLT DEFENSE LLC
	COLT FINANCE CORP.
	By:	/s/ Scott Flaherty
	Name:	Scott Flaherty
	Title:	Senior Vice President and Chief Financial Officer
Dated: June 30, 2015

Dated: September 2, 2015

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