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 ~~February 24~~12, 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))

~~o Soliciting~~Item ~~material~~7.01. ~~pursuant~~Regulation toFD ~~Rule 14a-12 under the Exchange Act (17 CFR 240~~Disclosure.~~14a-12)~~

~~o Pre-commencement~~On ~~communications~~April ~~pursuant~~12, to2017, ~~Rule 14d-2~~TRAC Intermodal LLC (bthe “Company”) ~~under~~ ~~the~~issued ~~Exchange~~a ~~Act~~press ~~(17~~release ~~CFR~~announcing ~~240.14d-2~~the Redemption (bas defined below)). The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

~~o Pre-commencement~~The ~~communications~~information ~~pursuant~~in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to ~~Rule 13e-4~~be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (cthe “Exchange Act”) , 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, ~~(17~~except ~~CFR~~as ~~240~~otherwise stated in that filing.~~13e-4(c))~~

Item 28.0301. ~~Creation~~Other ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Events.

AsOn ~~previously~~April ~~reported~~12, ~~Interpool~~ 2017, ~~Inc.,~~ ~~d/b/a~~the ~~TRAC~~Company and TRAC Intermodal Corp. (collectively, athe ~~subsidiary~~“Issuers”) delivered to the holders of ~~TRAC~~their ~~Intermodal~~11.0% ~~LLC~~Senior Secured Notes due 2019 (the “~~Company~~Notes”) a notice of redemption (the “Notice”), isnotifying ~~party~~those holders that pursuant to anParagraph ~~asset~~5 ~~backed~~of ~~credit~~the ~~agreement~~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 “~~Credit Agreement~~Indenture”), ~~among~~the Issuers have elected to redeem the ~~loan~~entire ~~parties~~aggregate principal ~~listed~~amount ~~therein~~of the then outstanding Notes, in accordance with the ~~lenders~~terms ~~named~~of ~~therein~~the Indenture and ~~Bank~~the Notes (the “Redemption”). As of ~~America~~the date hereof, ~~N.A.~~$20,000,000 asaggregate ~~administrative~~principal ~~agent~~amount of the Notes remains outstanding.

OnPursuant ~~February 24,~~to ~~2017~~the Notice, the ~~Company~~Notes ~~borrowed~~are ~~$19~~called for ~~million~~redemption on May 12, 2017 (the “~~Borrowing~~Redemption Date”). ~~under~~The redemption price for the ~~revolving~~Notes ~~credit~~is ~~facility~~equal to 105.500% of the ~~Credit~~aggregate ~~Agreement.~~principal ~~This~~ amount ~~carries~~thereof anplus ~~interest~~accrued ~~rate~~and ofunpaid ~~one-month~~interest ~~USD~~thereon, ~~LIBOR~~if +any, ~~2.25%~~to ~~and~~but ~~matures~~not onincluding ~~December 10,~~the ~~2020~~Redemption Date (together, ~~which is~~ the ~~maturity~~“Redemption ~~date~~Amount”). ofOn the ~~revolving~~Redemption ~~credit~~Date, ~~facility. The~~the ~~Borrowing~~Redemption ~~was~~Amount ~~used~~will tobecome ~~finance~~due ~~the~~and payable ~~previously~~on ~~reported~~Notes called for redemption ofand, ~~$25~~unless ~~million~~the inIssuers ~~aggregate~~default ~~principal~~in ~~amount~~making payment of the ~~outstanding~~Redemption ~~11.0%~~Price, ~~Senior~~interest ~~Secured~~on Notes called ~~due~~for ~~2019~~redemption ~~issued~~shall bycease ~~the~~to ~~Company~~accrue on and ~~TRAC~~after ~~Intermodal~~the ~~Corp~~Redemption Date. atFollowing athe ~~redemption~~Redemption, ~~price~~the ~~equal~~Notes towill ~~105.500%~~be offully redeemed ~~such~~with ~~aggregate~~no principal amount, ~~effective~~outstanding ~~February 27,~~and ~~2017~~the Indenture will be satisfied and discharged as of the Redemption Date.

~~For~~The aIssuers ~~description~~intend ofto ~~the~~partially ~~material~~fund ~~terms and conditions of~~ the Redemption ~~Credit~~Amount ~~Agreement,~~by ~~see~~borrowing ~~the~~on ~~discussions~~their ofasset ~~the~~based ~~Credit~~credit ~~Agreement~~agreement, ~~included~~dated inas ~~the~~of ~~section~~August ~~entitled “Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for the year ended December 31~~9, ~~2015~~2012, as ~~supplemented~~amended byor ~~the~~modified ~~section~~from ~~entitled~~time to ~~“Liquidity~~time ~~and~~among ~~Capital Resources” in its Quarterly Report on Form 10-Q for~~ the ~~quarter~~loan ~~ended~~parties ~~September 30~~listed therein, ~~2016. Such description of~~ the ~~Credit~~lenders ~~Agreement~~named ~~does~~therein ~~not purport to be complete~~ and isBank ~~qualified in its entirety by reference to the full text~~ of ~~the Credit Agreement (as amended from time to time)~~America, ~~a copy of which has been filed by the Company with the U~~N.SA. ~~Securities and Exchange Commission~~, ~~and~~as isadministrative ~~incorporated herein by reference~~agent.

2Item 9.01. Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits

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.

Exhibit Number		Description

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

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

SIGNATURES

3Pursuant 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: April 12, 2017	By:	/s/ Gregg Carpene
		Name:	Gregg Carpene
		Title:	General Counsel

EXHIBIT INDEX

Exhibit Number		Description

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

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