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): ~~April~~ 12May 11, 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) ¨ 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))

~~Item~~o Soliciting ~~7.01.~~material ~~Regulation~~pursuant FDto ~~Disclosure~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Ono Pre-commencement ~~April~~communications ~~12,~~pursuant ~~2017,~~to ~~TRAC Intermodal LLC~~ Rule 14d-2(~~the “Company”~~b) under ~~issued a press release announcing~~ the ~~Redemption~~Exchange Act (as17 ~~defined~~CFR ~~below)~~240. ~~The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.~~14d-2(b))

~~The~~o Pre-commencement ~~information~~communications inpursuant ~~this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed~~ to ~~be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended~~ Rule 13e-4(~~the “Exchange Act”~~c)~~, or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed~~ under ~~the~~ ~~Securities Act of 1933, as amended, or~~ the Exchange Act, ~~except~~(17 asCFR ~~otherwise stated in that filing~~240.13e-4(c))

~~Item~~Indicate 8by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 ~~Other~~of ~~Events~~this chapter).

OnEmerging ~~April~~growth ~~12,~~company 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 the entire aggregate principal amount of the then outstanding Notes, in accordance with the terms of the Indenture and the Notes (the “Redemption”). As of the date hereof, $20,000,000 aggregate principal amount of the Notes remains outstanding.o

~~Pursuant~~If toan ~~the~~emerging ~~Notice,~~growth ~~the Notes are called for redemption on May 12~~company, ~~2017~~indicate ~~(the~~by ~~“Redemption~~check ~~Date”).~~mark ~~The~~if ~~redemption price for~~ the ~~Notes~~registrant ishas ~~equal~~elected tonot ~~105.500% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any,~~ to ~~but~~use ~~not including~~ the ~~Redemption Date~~extended ~~(together,~~transition ~~the~~period ~~“Redemption Amount”). On the Redemption Date, the Redemption Amount will become due and payable on Notes called~~ for ~~redemption~~complying ~~and,~~with ~~unless~~any ~~the~~new ~~Issuers~~or ~~default~~revised infinancial ~~making~~accounting ~~payment~~standards ofprovided ~~the~~pursuant ~~Redemption Price, interest on Notes called for redemption shall cease~~ to ~~accrue~~Section on13(a) ~~and after the Redemption Date. Following the Redemption, the Notes will be fully redeemed with no principal amount outstanding and the Indenture will be satisfied and discharged as~~ of the ~~Redemption~~Exchange ~~Date~~Act. o

~~The~~Item ~~Issuers~~1.02 ~~intend~~Termination ~~to partially fund the Redemption Amount by borrowing on their asset based credit agreement, dated as~~ of ~~August~~a 9,Material ~~2012,~~Definitive ~~as amended or modified from time to time among the loan parties listed therein, the lenders named therein and Bank of America, N~~Agreement.~~A., as administrative agent.~~

Information set forth in Item 92.~~01.~~03 ~~Financial~~below, ~~Statements~~as to the satisfaction and discharge of ~~Exhibits~~the Indenture (as defined below) governing the Notes (as defined below), is incorporated by reference into this Item 1.02.

~~(d)~~Item ~~Exhibits~~2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Exhibit Number		Description
99.1		Press Release of the Company, dated April 12, 2017.

As previously reported, Interpool, Inc., d/b/a TRAC Intermodal, a subsidiary of TRAC Intermodal LLC (the “Company”), is party to an asset backed credit agreement, dated as of August 9, 2012, as amended or modified from time to time (the “Credit Agreement”) among the loan parties listed therein, the lenders named therein and Bank of America, N.A., as administrative agent.

~~SIGNATURES~~On May 11, 2017, the Company borrowed $16 million (the “Borrowing”) under the revolving credit facility of the Credit Agreement. This amount carries an interest rate of one-month USD LIBOR + 2.25% and matures on December 10, 2020, which is the maturity date of the revolving credit facility. The Borrowing was used to finance the previously reported redemption (the “Redemption”) of the entire aggregate principal amount of the outstanding 11.0% Senior Secured Notes due 2019 (the “Notes”) issued by the Company and TRAC Intermodal Corp. (together, the “Issuers”) at a redemption price equal to 105.500% of such aggregate principal amount, effective May 12, 2017 (the “Redemption Date”).

~~Pursuant~~Following tothe Redemption, the ~~requirements~~Notes were fully redeemed with no principal amount outstanding; the indenture, dated as of August 9, 2012 among the ~~Securities Exchange~~Issuers, ~~Act~~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 ~~1934~~March 15, 2013, among TRAC Logistics LLC, TRAC Drayage LLC, the ~~registrant~~Issuers ~~has~~and ~~duly~~the ~~caused~~Trustee, ~~this~~as ~~report~~supplemented toby bethe ~~signed~~Second onSupplemental ~~its~~Indenture, ~~behalf~~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 ~~undersigned~~Third ~~hereunto~~Supplemental ~~duly~~Indenture, ~~authorized~~dated as of March 24, 2016, among TRAC Interstar LLC, the Issuers and the Trustee (the “Indenture”) was satisfied and discharged; and the Issuers and the guarantors thereunder were released from their respective obligations, in each case effective as of the Redemption Date.

	TRAC Intermodal LLC
Dated: April 12, 2017	By:	/s/ Gregg Carpene
		Name:	Gregg Carpene
		Title:	General Counsel

For a 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, 2016. 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. Securities and Exchange Commission, and is incorporated herein by reference.

~~EXHIBIT INDEX~~2

Exhibit Number		Description
99.1		Press Release of the Company, dated April 12, 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: May 12, 2017	By:	/s/ Gregg Carpene
		Name:	Gregg Carpene
		Title:	General Counsel

Filing Compare · TRAC Intermodal LLC