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):
May 14, 2007
FF-TSY
Holding Company II, LLC
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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1-13089
(Commission
File
Number)
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74-3205842
(I.R.S.
Employer
Identification
No.)
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8377
East Hartford Drive, Suite 200
Scottsdale,
Arizona 85255
(Address
of principal executive offices) (Zip Code)
(480)
585-4500
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
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
8.01 Other Events.
On
May
14, 2007, FF-TSY Holding Company II, LLC (the “Company”),
FF-TSY Holding Company II, Inc. (the “Co-Issuer”),
General Electric Capital Corporation, a Delaware corporation (“GE
Capital”)
and
the indirect parent company of the Company and the Co-Issuer, and Wells Fargo
Bank, National Association (the “Trustee”)
entered into a Supplemental Indenture (the “Second
Supplemental Indenture”)
which
amends the indenture governing the Company’s 71/2%
Senior
Notes due 2015 (the “Notes”)
dated
as of March 23, 2005 by and between Trustreet Properties, Inc. (“Trustreet”)
and
the Trustee (the “Original Indenture”),
as
previously amended pursuant the Supplemental Indenture dated as of February
23,
2007 by and among Trustreet, the Company, the Co-Issuer and the Trustee (as
so
amended, the “Indenture”).
The
Second Supplemental Indenture was entered into without the consent of the
holders of the Notes pursuant to Section 9.01 of the Indenture. Pursuant
to the Second Supplemental Indenture, GE Capital has agreed to fully,
unconditionally and irrevocably guarantee (the “Guarantee”)
to the
holders of Notes and to the Trustee the due and punctual payment of the
principal and interest and all other amounts due under the Notes and the
Indenture when the same become due and payable, whether at maturity, pursuant
to
mandatory prepayments, by acceleration or otherwise, in each case after any
applicable grace periods or notice requirements, according to the terms of
the
Notes. Obligations under the Guarantee are unsecured and unsubordinated
obligations of GE Capital and rank pari passu with GE Capital’s other unsecured
and unsubordinated indebtedness. The Guarantee is unconditional irrespective
of
the validity, regularity or enforceability of the Notes, any change or amendment
thereto, the absence of any action to enforce the same, or any other
circumstances that may otherwise constitute a legal or equitable discharge
or
defense of a guarantor. However, GE Capital does not waive presentment or
demand
of payment or notice with respect to the Notes. GE Capital is subrogated
to all
rights of the holders of Notes in respect of any amounts paid by GE Capital
pursuant to the Guarantee. The Guarantee will continue to be effective or
reinstated, as the case may be, if at any time any payment made by Company
is
rescinded or must otherwise be returned upon the insolvency, bankruptcy or
reorganization of the Company or GECC, as the case may be, or
otherwise.
In
addition, the Second Supplemental Indenture provides that, for so long as
(i) GE
Capital is subject to Section 13(a) or 15(d) of the Securities Exchange Act
of
1934, as amended (the “Exchange
Act”),
(ii)
the Company is not required by Sections 13(a) or 15(d) of the Exchange Act
to
file reports with the SEC, (iii) the Guarantee remains in full force and
effect,
and (iv) GE Capital’s senior unsecured debt maintains a rating by Standard &
Poor’s Rating Service of A+ (or the equivalent) or higher and a rating by
Moody’s Investor’s Service, Inc. of Aa1 (or the equivalent) or higher, then the
Company shall be deemed to have complied with its obligations under the first
two sentences of Section 4.03(a) of the Indenture (“Reports to Holders”) by the
filing by GE Capital of such reports that GE Capital is required to file
with
the Securities and Exchange Commission (the “SEC”)
pursuant to Section 13(a) or 15(d) of the Exchange Act. In addition, the
Second
Supplemental Indenture provides that during such period that the Company’s
obligations under Section 4.03 of the Indenture are satisfied by the filing
of
such reports by GE Capital, all references in the Indenture to a balance
sheet,
reports or other information filed with the SEC or provided to the Trustee
pursuant to Section 4.03 shall instead be references to an available internal
consolidated balance sheet of the Company and its Restricted Subsidiaries
(as
defined in the Indenture) or available internal financial statements of the
Company, respectively.
The
above
summary of the Second Supplemental Indenture is qualified in its entirety
by
reference to the Second Supplemental Indenture, a copy of which is filed
herewith as Exhibit 4.1.
Item
9.01. Financial Statements and Exhibits.
(a) Not
applicable
(b)
Not
applicable
(c) Not
applicable
(d) Exhibits.
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Exhibit
No.
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Description
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4.1
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Second
Supplemental Indenture, dated as of May 14, 2007, by and among
FF-TSY
Holding Company II, LLC, FF-TSY Holding Company, Inc., General
Electric
Capital Corporation and Wells Fargo Bank, National Association.
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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 thereunto
duly authorized.
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FF-TSY
HOLDING COMPANY II, LLC
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Date:
May 22, 2007
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By:
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/s/
IXCHELL C. DUARTE
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Ixchell
C. Duarte
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Vice
President & Chief Accounting
Officer
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Exhibit
Index
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Exhibit
No.
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Description
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4.1
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Second
Supplemental Indenture, dated as of May 14, 2007, by and among
FF-TSY
Holding Company II, LLC, FF-TSY Holding Company, Inc., General
Electric
Capital Corporation and Wells Fargo Bank, National
Association.
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