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 ~~December 28~~27, ~~2016~~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 27.0301 ~~Creation~~Regulation ofFD ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Disclosure.

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

OnThe ~~December 28,~~information ~~2016,~~in ~~the~~this ~~Company~~Item ~~borrowed~~7.01, ~~$25~~including Exhibit ~~million~~99.1, ~~(the~~is ~~“Borrowing”)~~being ~~under~~furnished ~~the~~and ~~revolving~~shall ~~credit~~not ~~facility~~be ofdeemed ~~the~~to ~~Credit~~be ~~Agreement.~~“filed” ~~This~~for ~~amount~~purposes ~~currently~~of ~~carries~~Section an18 ~~interest rate~~ of ~~one-month~~the ~~USD~~Securities Exchange ~~LIBOR~~Act +of ~~2.00% and matures on December 10~~1934, ~~2020,~~as ~~which~~amended is (the ~~maturity~~“Exchange ~~date~~Act”), ofor ~~the~~otherwise ~~revolving~~subject ~~credit facility. The Borrowing was used~~ to ~~finance~~ the ~~previously~~liability ~~reported redemption~~ of ~~$25~~that ~~million~~Section, nor inshall ~~aggregate~~such ~~principal~~information ~~amount~~be ofdeemed ~~the~~to ~~outstanding~~be ~~11.0%~~incorporated ~~Senior~~by ~~Secured~~reference ~~Notes~~into ~~due~~any ~~2019~~registration ~~issued~~statement byor ~~the~~other ~~Company~~document ~~and~~filed ~~TRAC~~under the ~~Intermodal~~Securities ~~Corp.~~Act atof a1933, ~~redemption~~as ~~price~~amended, ~~equal~~or tothe ~~105.500%~~Exchange ofAct, ~~such~~except ~~aggregate~~as ~~principal~~otherwise ~~amount,~~stated ~~effective~~in ~~December 29,~~that ~~2016~~filing.

~~For~~Item 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, 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, 20168. 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 U01.S. ~~Securities~~Other ~~and Exchange Commission, and is incorporated herein by reference~~Events.

2On 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”).

~~SIGNATURES~~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.

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

	TRAC Intermodal LLC
Dated: December 28, 2016	By:	/s/ Gregg Carpene
		Name:	Gregg Carpene
		Title:	General Counsel

Item 9.01.

Financial Statements and Exhibits.

3(d) Exhibits

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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