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): ~~January~~ 27February 24, 2017

TRAC INTERMODAL LLC

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

551112

(Primary Standard Industrial

Classification Code Number)

46-0648957

(I.R.S. Employer Identification No.)

750 College Road East

Princeton, New Jersey 08540

(609) 452-8900

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

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 72.0103 ~~Regulation~~Creation FDof ~~Disclosure~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

OnAs ~~January~~previously 27reported, Interpool, Inc., ~~2017~~d/b/a TRAC Intermodal, a subsidiary of TRAC Intermodal LLC (the “Company”), ~~issued a~~is ~~press~~party ~~release~~to ~~announcing~~an ~~the~~asset ~~Redemption~~backed (credit agreement, dated as ~~defined~~of ~~below~~August 9, 2012, as amended or modified from time to time (the “Credit Agreement”). ~~The~~among ~~press~~the ~~release~~loan isparties ~~attached~~listed ~~hereto~~therein, asthe ~~Exhibit~~lenders ~~99.1~~named therein and ~~incorporated herein~~Bank byof ~~reference~~America, N.A., as administrative agent.

~~The~~On ~~information~~February 24, in2017, ~~this~~the ~~Item~~Company ~~7.01,~~borrowed ~~including Exhibit~~$19 ~~99.1,~~million is(the ~~being~~“Borrowing”) ~~furnished~~under ~~and~~the ~~shall~~revolving ~~not~~credit befacility ~~deemed~~of tothe beCredit ~~“filed”~~Agreement. ~~for~~This ~~purposes~~amount ofcarries ~~Section~~an 18interest rate of ~~the~~one-month ~~Securities Exchange~~USD ~~Act~~LIBOR of+ ~~1934~~2.25% and matures on December 10, as2020, ~~amended~~which (is the ~~“Exchange~~maturity ~~Act”),~~date orof ~~otherwise~~the ~~subject~~revolving credit facility. The Borrowing was used to finance the ~~liability~~previously reported redemption of ~~that~~$25 ~~Section, nor~~million ~~shall~~in ~~such~~aggregate ~~information~~principal beamount ~~deemed~~of tothe beoutstanding ~~incorporated~~11.0% bySenior ~~reference~~Secured ~~into~~Notes ~~any~~due ~~registration~~2019 ~~statement~~issued orby ~~other~~the ~~document~~Company ~~filed~~and ~~under the~~TRAC ~~Securities~~Intermodal ~~Act~~Corp. ofat ~~1933,~~a asredemption ~~amended,~~price orequal ~~the~~to ~~Exchange~~105.500% ~~Act,~~of ~~except~~such asaggregate ~~otherwise~~principal ~~stated~~amount, ineffective ~~that~~February 27, ~~filing~~2017.

~~Item~~For 8a description of the material terms and conditions of the Credit Agreement, see the discussions of the Credit Agreement included in the section entitled “Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as supplemented by the section entitled “Liquidity and Capital Resources” in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.01 Such description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement (as amended from time to time), a copy of which has been filed by the Company with the U.S. ~~Other~~Securities ~~Events~~and Exchange Commission, and is incorporated herein by reference.

On January 27, 2017, the Company and TRAC Intermodal Corp. (collectively, the “Issuers”) delivered to the holders of their 11.0% Senior Secured Notes due 2019 (the “Notes”) a notice of redemption (the “Notice”), notifying those holders that pursuant to Paragraph 5 of the Notes and Section 1101(a) of the indenture, dated as of August 9, 2012 among the Issuers, the guarantors named therein, and Wells Fargo Bank, National Association, as trustee and collateral agent (the “Trustee”), as supplemented by the supplemental indenture, dated as of March 15, 2013, among TRAC Logistics LLC, TRAC Drayage LLC, the Issuers and the Trustee, as supplemented by the Second Supplemental Indenture, dated as of October 21, 2015, among TRAC Chassis Pool Management LLC, TRAC Services LLC, the Issuers and the Trustee and as supplemented by the Third Supplemental Indenture, dated as of March 24, 2016, among TRAC Interstar LLC, the Issuers and the Trustee (as may be further supplemented, amended and restated or otherwise modified and in effect from time to time, the “Indenture”), the Issuers have elected to redeem $25,000,000 in aggregate principal amount of the outstanding Notes, in accordance with the terms of the Indenture and the Notes (the “Redemption”).2

Pursuant to the Notice, the Notes are called for redemption on February 27, 2017 (the “Redemption Date”). The redemption price for the Notes is equal to 105.500% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to but not including the Redemption Date (together, the “Redemption Amount”). On the Redemption Date, the Redemption Amount will become due and payable on Notes called for redemption and, unless the Issuers default in making payment of the Redemption Price, interest on Notes called for redemption shall cease to accrue on and after the Redemption Date. Following payment of the Redemption Amount, it is expected that $20,000,000 in aggregate principal amount of the Notes will remain outstanding.SIGNATURES

~~The~~Pursuant ~~Issuers intend~~ to ~~fund~~ the ~~Redemption Amount~~requirements byof ~~borrowing~~the onSecurities ~~their~~Exchange ~~asset~~Act ~~based credit agreement, dated as~~ of ~~August 9~~1934, ~~2012,~~the asregistrant ~~amended~~has orduly ~~modified~~caused ~~from~~this ~~time~~report to ~~time among~~be ~~the~~signed ~~loan~~on ~~parties~~its ~~listed~~behalf ~~therein,~~by the ~~lenders~~undersigned ~~named~~hereunto ~~therein~~duly ~~and Bank of America, N~~authorized.~~A., as administrative agent.~~

Item 9.01. Financial Statements and Exhibits.

	TRAC Intermodal LLC


Dated: February 24, 2017	By:	/s/ Gregg Carpene
		Name: Gregg Carpene
		Title: General Counsel

~~(d) Exhibits~~3

Exhibit Number	Description
99.1	Press Release of the Company, dated January 27, 2017.

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.

	TRAC Intermodal LLC
Dated: January 27, 2017	By:	/s/ Gregg Carpene
		Name: Gregg Carpene
		Title: General Counsel

EHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of the Company, dated January 27, 2017.

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