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) | November 1, 2012 |
GE Dealer Floorplan Master Note Trust
CDF Funding, Inc.
GE Commercial Distribution Finance Corporation
(Exact Name of Issuing Entity, Depositor/Registrant and Sponsor as specified in their respective charters)
Delaware
(State or Other Jurisdiction of Incorporation)
| 333-115582 | ||
| 333-115582-03 | ||
| 333-130782-02 | ||
| 333-130782 | ||
| 333-158937-01 | ||
| 333-158937 | 20-1060484 (CDF Funding, Inc.) | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| 5595 Trillium Boulevard, Hoffman Estates, Illinois | 60192 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(847) 747-4043
(Registrant’s Telephone Number, Including Area Code)
No Change
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
¨ 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))
TABLE OF CONTENTS
Item 8.01. Other Events
The Registrant is filing the exhibits listed in Item 9.01(d) below in connection with the issuance of Series 2012-4 Class A Asset Backed Notes and Series 2012-4 Class B Asset Backed Notes (together, the “Notes”) by GE Dealer Floorplan Master Note Trust described in the Series 2012-4 final prospectus dated November 1, 2012.
This Current Report on Form 8-K is being filed in connection with the issuance of the Notes to satisfy an undertaking to file unqualified legality and tax opinions at the time of each takedown from the Registration Statement. Copies of the legality and tax opinions delivered by Mayer Brown LLP, counsel to the Registrant, in connection with the issuance of the Notes are attached hereto as Exhibits 5.1 and 8.1, respectively.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits
| Exhibit No. | Document Description |
| 5.1 | Opinion of Mayer Brown LLP with respect to legality |
| 8.1 | Opinion of Mayer Brown LLP with respect to tax matters |
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.
CDF FUNDING, INC.
| Dated: November 5, 2012 | By: /s/ John E. Peak |
| Name: John E. Peak | |
| Title: Vice President |
|
November 5, 2012
|
71
South Wacker Drive
Main
Tel +1 312 782 0600 |
CDF Funding, Inc.
5595 Trillium Boulevard
Hoffman Estates, Illinois 60192
| Re: | CDF Funding, Inc. |
| Registration Statement on Form S-3 |
We have acted as special counsel for CDF Funding, Inc., a Delaware corporation (“CDF Funding” or the “Registrant”), in connection with (a) the filing by CDF Funding, as registrant with the Securities and Exchange Commission under the Securities Act of 1933 (as amended, the “Act”), of a Registration Statement on Form S-3 (Registration No. 333-158937) (as amended, the “Registration Statement”), registering asset-backed notes secured by the interest of GE Dealer Floorplan Master Note Trust, a Delaware statutory trust (the “Trust”), in various receivables and related assets, and (b) the offering of the Class A Asset-Backed Notes, Series 2012-4 (the “Class A Notes”) and the Class B Asset-Backed Notes, Series 2012-4 (the “Class B Notes” and, together with the Class A Notes, the “Notes”) detailed in the related base prospectus for Series 2012-4 dated October 31, 2012 (the “Base Prospectus”) and the related prospectus supplement dated November 1, 2012 (the “2012-4 Prospectus Supplement” and together with the Base Prospectus, the “2012-4 Prospectus”), filed by the Registrant pursuant to Rule 424(b) of the Act. The Notes will be issued pursuant to a master indenture (as may be amended, modified or supplemented, the “Master Indenture”), between the Trust and Deutsche Bank Trust Company Americas (successor in interest to Wilmington Trust Company), as indenture trustee (the “Indenture Trustee”), as supplemented by a Series 2012-4 Indenture Supplement to be dated on or about November 9, 2012 (the “Indenture Supplement” and together with the Master Indenture, the “Indenture”), between the Trust and the Indenture Trustee. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to them in the Master Indenture.
We have examined executed copies of the Registration Statement, the Master Indenture, a form of the Indenture Supplement, the Trust Agreement, the First Tier Agreement, the Second Tier Agreement, and such other documents as we have deemed necessary for the purposes of this opinion (collectively, the “Transaction Documents”). We are familiar with the proceedings taken by the Registrant in connection with the authorization of the issuance and sale of the Notes, and have examined such documents and such questions of law and fact as we have deemed necessary in order to express the opinion hereinafter stated.
We are opining herein as to the effect on the subject transactions of only United States federal law, the laws of the State of New York, the Delaware General Corporation Law and the Delaware Statutory Trust Act and we express no opinion with respect to the applicability thereto or the effect thereon of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. We have assumed that the purchase price for the Notes will be paid to CDF Funding by the underwriters named in the Prospectus.
Mayer Brown LLP operates in combination with other Mayer Brown Entities with offices in Europe and Asia
and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
Mayer Brown llp
November 5, 2012
Page 2
In rendering the opinions set forth herein, we have relied upon and assumed:
A. The genuineness of all signatures, the authenticity of all writings submitted to us as originals, the conformity to original writings of all copies submitted to us as certified or photostatic copies, and the legal competence and capacity of all natural persons;
B. The truth and accuracy of all certificates and representations, writings and records reviewed by us and referred to above, including the representations and warranties made in the Transaction Documents, in each case with respect to the factual matters set forth therein;
C. All parties to the Transaction Documents (other than the Registrant and the Trust) are validly existing, and in good standing under the laws of their respective jurisdictions of organization and have the requisite organizational power to enter into such Transaction Documents;
D. Except to the extent that we expressly opine as to any of the following matters with respect to a particular party below: (i) the execution and delivery of the Transaction Documents have been duly authorized by all necessary organizational proceedings on the part of all parties (other than the Registrant and the Trust) to each such document, and (ii) the Transaction Documents constitute the legal, valid and binding obligations of all such parties (other than the Registrant and the Trust), enforceable against such parties in accordance with their respective terms; and
E. There are no other agreements or understandings, whether oral or written, among any or all of the parties that would alter the agreements set forth in the Transaction Documents.
On the basis of the foregoing examination and assumptions, and upon consideration of applicable law, it is our opinion that the Notes are in proper form, and when executed, authenticated and delivered as specified in the Indenture and delivered against the payment of consideration specified in the Underwriting Agreement, such Notes will be legal and binding obligations of the Trust, enforceable against the Trust in accordance with their terms.
Our opinion set forth above is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and by the discretion of the court before which any proceeding therefore may be brought.
Mayer Brown llp
November 5, 2012
Page 3
We hereby consent to the filing of this letter as part of the Registrant’s Current Report on Form 8-K, dated of even date herewith for incorporation in the Registration Statement and to the references to this firm under the heading “Legal Matters” in the 2012-4 Prospectus Supplement, without admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement.
Respectfully submitted,
/s/ Mayer Brown LLP
Mayer Brown LLP
|
November 5, 2012
|
71
South Wacker Drive
Main
Tel +1 312 782 0600 |
CDF Funding, Inc.
5595 Trillium Boulevard
Hoffman Estates, Illinois 60192
| Re: | CDF Funding, Inc. |
| Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special tax counsel to CDF Funding, Inc. (the “Registrant”), a Delaware corporation, in connection with (a) the preparation of a registration statement on Form S-3 relating to asset-backed notes (Registration No. 333-158937, the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2009 pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder and (b) the related base prospectus for Series 2012-4 dated October 31, 2012 (the “2012-4 Base Prospectus”) and the related prospectus supplement dated November 1, 2012 (the “2012-4 Prospectus Supplement” and together with the 2012-4 Base Prospectus, the “2012-4 Prospectus”), filed by the Registrant pursuant to Rule 424(b) of the 1933 Act relating to the issuance of the Class A Asset Backed Notes, Series 2012-4 (the “Class A Notes”) and the Class B Asset Backed Notes, Series 2012-4 (the “Class B Notes” and, together with the Class A Notes, the “Notes”).
The Notes will be issued pursuant to a master indenture (as may be amended, modified or supplemented, the “Master Indenture”), between GE Dealer Floorplan Master Note Trust (the “Trust”) and Deutsche Bank Trust Company Americas (successor in interest to Wilmington Trust Company), as indenture trustee (the “Indenture Trustee”), as supplemented by a Series 2012-4 Indenture Supplement dated on or about November 9, 2012 (the “Indenture Supplement” and together with the Master Indenture, the “Indenture”), between the Trust and the Indenture Trustee.
We generally are familiar with the proceedings required to be taken in connection with the proposed authorization and issuance of the Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including the Registration Statement and, in each case as filed as an exhibit to the Registration Statement, (i) the Receivables Purchase and Contribution Agreement, as amended, modified or supplemented from time to time, between the Registrant, as seller, and the Trust, as buyer, (ii) the Amended and Restated Servicing Agreement, as modified or supplemented from time to time, between the Trust and General Electric Capital Corporation, as master servicer, (iii) the Indenture (including the form of Notes included as exhibits thereto), (iv) the Trust Agreement with BNY Mellon Trust of Delaware as Owner Trustee and (v) the Receivables Sale Agreement, as amended, modified or supplemented from time to time, between certain seller parties thereto, and the Registrant, as buyer (collectively, the “Operative Documents”).
Mayer Brown LLP operates in combination with other Mayer Brown Entities with offices in Europe and Asia
and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
Mayer Brown llp
November 5, 2012
Page 2
As special tax counsel to the Registrant, we have advised the Registrant with respect to certain federal income tax aspects of the proposed issuance of the Notes after the date hereof as described in the Registration Statement. Such advice has formed the basis for the description of selected federal income tax consequences for holders of the Notes that appears under the heading “U.S. Federal Income Tax Consequences” in the 2012-4 Base Prospectus forming part of the Registration Statement and the heading “Structural Summary — Tax Status” in the 2012-4 Prospectus Supplement forming a part of the Registration Statement. Such description does not purport to discuss all possible income tax ramifications of the proposed issuance of the Notes, but with respect to those federal income tax consequences that are discussed, we hereby adopt and confirm the statements set forth in such description.
The opinion set forth above is based on relevant provisions of the United States Internal Revenue Code of 1986, as amended, Treasury Regulations thereunder, and interpretations of the foregoing as expressed in court decisions, administrative determinations, and legislative history as of the date hereof. These provisions and interpretations are subject to change, which may or may not be retroactive in effect, that might result in modifications of our opinion. In addition, there can be no assurance that positions contrary to those stated in our opinions may not be taken by the IRS.
This opinion letter is based on the facts and circumstances set forth in the 2012-4 Base Prospectus and the 2012-4 Prospectus Supplement and in the other documents reviewed by us. Our opinion as to the matters set forth herein only relates to the Notes and to no other series of notes that may be otherwise issued by the Registrant. As the Registration Statement contemplates series of notes with numerous different characteristics and the base prospectus, form of prospectus supplement and the Operative Documents related thereto do not relate to a specific transaction, the particular characteristics of each series of notes must be considered in determining the applicability of this opinion to a particular series of notes and such opinion may require modification in the context of any actual transaction.
Mayer Brown llp
November 5, 2012
Page 3
We consent to the filing of this letter as an exhibit to the Registrant's Current Report on Form 8-K dated of even date herewith and to the use of our name therein, without admitting that we are “experts” within the meaning of the 1933 Act or the rules or regulations of the Securities and Exchange Commission thereunder, with respect to any part of the Registration Statement, including this opinion.
Respectfully submitted,
/s/ Mayer Brown LLP
Mayer Brown LLP