SEACUBE CONTAINER LEASING LTD. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-04-24: Form 8-K; Period of report 2013-04-24; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2013-04-24: Form 8-K; Period of report 2013-04-23; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2013-04-12: Form 8-K; Period of report 2013-04-11; Description 8.01 Other Events; Details 8.01.
- 2013-03-13: Form 8-K; Period of report 2013-03-13; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-04-24 | 8-K | 2013-04-24 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On April 24, 2013, pursuant to the previously announced Agreement and Plan of Amalgamation, dated as of January 18, 2013 (the “Amalgamation Agreement”), by and among 2357575 Ontario Limited, an Ontario, Canada corporation (“Parent”), SC Acquisitionco Ltd., a Bermuda exempted company and a subsidiary of Parent (“Acquisition Sub”), and SeaCube Container Leasing Ltd., a Bermuda exempted company (the “Company”), the Company and Acquisition Sub amalgamated under the laws of Bermuda (the “Amalgamation”) and the amalgamated company (the “Amalgamated Company”) became a subsidiary of Parent. 3.01 In connection with the Amalgamation, the Company notified the New York Stock Exchange (the “NYSE”) of the consummation of the Amalgamation and requested that the NYSE file with the SEC an application on Form 25 to report that the Common Shares are no longer listed on the NYSE. 3.03 In connection with the Amalgamation, on April 24, 2013, each issued and outstanding Common Share (other than (i) Dissenting Shares, (ii) Common Shares owned by the Company or Parent or any of their respective wholly-owned subsidiaries and (iii) the Carry-Forward Share) was converted into the right to receive the Transaction Consideration. 5.01 On April 24, 2013, pursuant to the terms of the Amalgamation Agreement, the Amalgamation was consummated, and the Amalgamated Company became a subsidiary of Parent. 5.02 At the Effective Time, each of Joseph P. Adams, Jonathan G. Atkeson, Joseph Kwok, Paul R. Goodwin, Douglas A. Hacker, Donald P. Hamm and Martin Tuchman resigned from the board of directors of the Company and, pursuant to the terms of the Amalgamation Agreement, each of the members of Acquisition Sub’s board of directors immediately prior to the Effective Time, consisting of Melissa Kennedy, Neil Petroff, John Sheedy and Lee Sienna, became a member of the Amalgamated Company’s board of directors following the Effective Time. 5.03 At the Effective Time, the certificate of amalgamation (the “Certificate of Amalgamation”), issued by the Registrar of Companies in Bermuda became the certificate of incorporation of the Amalgamated Company. | d526451d8k.htm |
| 2013-04-24 | 8-K | 2013-04-23 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 SeaCube Container Leasing Ltd. (the “Company”) held a special general meeting of shareholders on April 23, 2013 (the “Special General Meeting”). | d525424d8k.htm |
| 2013-04-12 | 8-K | 2013-04-11 | 8.01 Other Events | 8.01 These supplemental disclosures to the definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”), filed by SeaCube Container Leasing Ltd. (the “Company”) with the United States Securities and Exchange Commission (the “SEC”), on March 21, 2013 and first mailed to the Company’s shareholders on or about March 22, 2013, are being made to update certain information and to respond to certain allegations made by plaintiffs in the shareholder litigation relating to the Agreement and Plan of Amalgamation (together with the Bermuda Amalgamation Agreement set forth on Exhibit A thereto, the “Amalgamation Agreement”), dated as of January 18, 2013, by and among the Company, 2357575 Ontario Limited, an Ontario, Canada corporation (“Parent”), and SC Acquisitionco Ltd., a Bermuda exempted company and a subsidiary of Parent (“Acquisition Sub”). | d520341d8k.htm |
| 2013-03-13 | 8-K | 2013-03-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On March 13, 2013, CLI Funding V LLC ("CLIF V"), an indirect wholly owned subsidiary of SeaCube Container Leasing Ltd. (the “Company”), completed the offering of $250,000,000 aggregate principal amount of Series 2013-1 Fixed Rate Secured Notes ("Series 2013-1 Notes"). 2.03 The disclosure required by this item is included in Item 1.01 of this Form 8-K and is incorporated into this Item 2.03 by reference. | a50589863.htm |
| 2013-02-20 | 8-K | 2013-02-20 | 2.02 Results of Operations and Financial Condition | 2.02 On February 20, 2013, SeaCube Container Leasing Ltd. (the “Company”) issued a press release announcing the Company’s results for its fourth fiscal quarter and full year ended December 31, 2012. | a50569438.htm |
| 2013-01-23 | 8-K | 2013-01-18 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 On January 18, 2013, SeaCube Container Leasing Ltd., a Bermuda exempted company (the “Company”), entered into an Agreement and Plan of Amalgamation (the “Plan of Amalgamation”), by and among the Company, 2357575 Ontario Limited (“Parent”), an Ontario, Canada corporation, and SC Acquisitionco Ltd., a Bermuda exempted company and a subsidiary of Parent (“Acquisition Sub”). 5.02 On January 18, 2013, the Board approved the terms of and adoption of the Company’s Key Employee Severance Plan (the “Severance Plan”), which applies to executives and certain other key employees of the Company. 8.01 On January 18, 2013, the Company and OTPP issued a joint press release in connection with the Amalgamation. | d470508d8k.htm |
| 2012-11-05 | 8-K | 2012-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2012, SeaCube Container Leasing Ltd. (the “Company”) issued a press release announcing the Company’s results for its third fiscal quarter ended September 30, 2012. | a50463195.htm |
| 2012-08-06 | 8-K | 2012-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2012, SeaCube Container Leasing Ltd. (the “Company”) issued a press release announcing the Company’s results for its second fiscal quarter ended June 30, 2012. | a50365847.htm |
| 2012-06-28 | 8-K | 2012-06-27 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On June 27, 2012, Container Leasing International LLC (“CLI”), an indirect wholly owned subsidiary of SeaCube Container Leasing Ltd. (the “Company”), amended and restated its existing revolving credit agreement, dated November 3, 2010 (as amended and restated, the “Fifth Amended and Restated Revolving Credit Agreement”). 2.03 The disclosure required by this item is included in Item 1.01 of this Form 8-K and is incorporated into this Item 2.03 by reference. | a50325576.htm |
| 2012-06-25 | 8-K | 2012-06-21 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 On June 21, 2012, CLI Funding V LLC ("CLIF V"), an indirect wholly owned subsidiary of SeaCube Container Leasing Ltd. (the “Company”), completed the offering of $225,000,000 aggregate principal amount of Series 2012-1 Fixed Rate Secured Notes ("Series 2012-1 Notes"). 2.03 The disclosure required by this item is included in Item 1.01 of this Form 8-K and is incorporated into this Item 2.03 by reference. 7.01 On June 21, 2012, the Company issued a press release announcing the closing of the offering of the Series 2012-1 Notes. | a50319423.htm |
| 2012-05-23 | 8-K | 2012-05-23 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 a) On May 23, 2012, SeaCube Container Leasing Ltd. (the “Company”) held its Annual General Meeting of Shareholders (“AGM”). b) As indicated below, the shareholders elected all of the Company’s nominees for director and ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, including authorizing the directors of the Company, acting by the Audit Committee, to determine the independent registered public accounting firm’s fees for 2012 and ratifying the determination made by the directors of the Company, acting by the Audit Committee, of the independent registered public accounting firm’s fees for 2011. | a50288316.htm |
| 2012-05-07 | 8-K | 2012-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2012, SeaCube Container Leasing Ltd. (the “Company”) issued a press release announcing the Company’s results for its first fiscal quarter ended March 31, 2012. | a50266489.htm |
| 2012-03-27 | 8-K | 2012-03-27 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 On March 27, 2012, CLI Funding IV LLC (“CLI”), an indirect wholly owned subsidiary of SeaCube Container Leasing Ltd. (the “Company”), amended and restated in its entirety its existing credit facility, dated May 18, 2010 (as amended and restated, the “Amended and Restated Credit Agreement”). 2.03 The disclosure required by this item is included in Item 1.01 of this Form 8-K and is incorporated into this Item 2.03 by reference. 7.01 On March 27, 2012, the Company issued a press release announcing the Amended and Restated Credit Agreement. | a50219534.htm |
| 2012-02-29 | 8-K | 2012-02-29 | 2.02 Results of Operations and Financial Condition | 2.02 On February 29, 2012, SeaCube Container Leasing Ltd. (the “Company”) issued a press release announcing the Company’s results for its fourth fiscal quarter and full year ended December 31, 2011. | a50186167.htm |
| 2011-12-22 | 8-K | 2011-12-22 | 7.01 Regulation FD Disclosure | 7.01 On December 22, 2011, the Company issued a press release announcing that it had filed a universal shelf registration statement with the Securities and Exchange Commission. | a50115209.htm |
| 2011-11-08 | 8-K | 2011-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 On November 8, 2011, SeaCube Container Leasing Ltd. (the “Company”) issued a press release announcing the Company’s results for its third fiscal quarter ended September 30, 2011. | a50060690.htm |
| 2011-11-03 | 8-K | 2011-11-03 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 On November 3, 2011, CLI Funding V LLC ("CLIF V"), an indirect wholly owned subsidiary of SeaCube Container Leasing Ltd. (the “Company”), completed the offering of $250,000,000 aggregate principal amount of Series 2011-2 Fixed Rate Secured Notes ("Series 2011-2 Notes"). 2.03 The disclosure required by this item is included in Item 1.01 of this Form 8-K and is incorporated into this Item 2.03 by reference. 7.01 On November 3, 2011, the Company issued a press release announcing the closing of the offering of the Series 2011-2 Notes. | a50055063.htm |
| 2011-08-11 | 8-K | 2011-08-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 In connection with our Annual General Meeting held May 25, 2011, a majority of the votes cast by shareholders voted, on an advisory basis, to hold an advisory vote to approve executive compensation every three years. | a6826009.htm |
| 2011-08-10 | 8-K | 2011-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2011, SeaCube Container Leasing Ltd. (the “Company”) issued a press release announcing the Company’s results for its second fiscal quarter ended June 30, 2011. | a6823647.htm |
| 2011-05-25 | 8-K | 2011-05-25 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 a) On May 25, 2011, SeaCube Container Leasing Ltd. (the “Company”) held its Annual General Meeting of Shareholders (“AGM”). | a6738140.htm |
| 2011-05-11 | 8-K | 2011-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2011, SeaCube Container Leasing Ltd. (the “Company”) issued a press release announcing the Company’s results for its first fiscal quarter ended March 31, 2011. | a6716211.htm |
| 2011-04-29 | 8-K | 2011-04-28 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On April 28, 2011, SeaCube Container Leasing Ltd. (the “Company”) executed a $50 million unsecured term loan agreement (the “Loan Agreement”) with Wells Fargo Bank, N.A., as Administrative Agent, Apollo Investment Corporation, as Sole Lead Arranger, and the lenders listed therein. 2.03 The disclosure required by this item is included in Item 1.01 of this Form 8-K and is incorporated into this Item 2.03 by reference. | a6702856.htm |
| 2011-03-21 | 8-K | 2011-03-15 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On March 18, 2011, CLI Funding V LLC ("CLIF V"), an indirect wholly owned subsidiary of SeaCube Container Leasing Ltd., completed the offering of $230,000,000 aggregate principal amount of Series 2011-1 Fixed Rate Secured Notes ("Series 2011-1 Notes"). 2.03 The disclosure required by this item is included in Item 1.01 of this Form 8-K and is incorporated into this Item 2.03 by reference. | a6653058.htm |
| 2011-03-15 | 8-K | 2011-03-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The board of directors of SeaCube Container Leasing Ltd. (the “Company”) appointed Martin Tuchman to serve as a Class II director, until the Annual General Meeting of Shareholders in 2012 or until his office shall otherwise be vacated pursuant to the Company’s Bye-laws. | a6647880.htm |
| 2011-03-10 | 8-K | 2011-03-09 | 2.02 Results of Operations and Financial Condition | 2.02 On March 9, 2011, SeaCube Container Leasing Ltd. (the “Company”) issued a press release announcing the Company’s results for its fourth fiscal quarter and full year ended December 31, 2010. | a6638116.htm |
| 2010-11-12 | 8-K | 2010-11-11 | 2.02 Results of Operations and Financial Condition | 2.02 On November 11, 2010, SeaCube Container Leasing Ltd. (the “Company”) issued a press release announcing the Company’s results for its third fiscal quarter ended September 30, 2010. | a6507201.htm |
| 2010-11-09 | 8-K | 2010-11-03 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Container Leasing International, LLC ("CLI"), an indirect wholly owned subsidiary of SeaCube Container Leasing Ltd., executed a $120 million revolving credit facility (with a $10 million letters of credit sublimit) (the "Credit Agreement") dated November 3, 2010 with Deutsche Bank Trust Company Americas, Citibank, N.A. and JP Morgan Chase Bank, N.A. as lenders and Deutsche Bank Securities Inc., Citigroup Global Markets, Inc., and J.P. Morgan Securities LLC as lead arrangers, and Deutsche Bank Trust Company Americas, as the Administrative Agent. 2.03 The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03. | a6500811.htm |