Item 1.02. Termination of a Material Definitive Agreement.

The information in Item 2.01 below is incorporated by reference in this Item 1.02.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 29, 2020, CAI International, Inc. (the "Company") and CAI Rail Inc. ("CAI Rail"), a wholly-owned subsidiary of the Company, completed the previously announced sale of all of its remaining railcar fleet to affiliates of Infinity Transportation for net cash proceeds of $228.1 million (the "Transaction") pursuant to the terms of the Purchase and Sale Agreement, dated November 25, 2020 (the "Agreement").

In connection with the closing of the Transaction, all obligations of the Company and CAI Rail under the Third Amended and Restated Revolving Credit Agreement, dated October 22, 2018, among CAI Rail, the Company and the lenders party thereto (the "Rail Credit Agreement"), were satisfied in full with the net proceeds from the Transaction and the Rail Credit Agreement was terminated. Immediately prior to the repayment of amounts owed under the Rail Credit Agreement, there was approximately $137.5 million in revolving borrowings outstanding.

The description of the Transaction contained in Item 1.01 of the Company's Current Report on Form 8-K filed on November 30, 2020 (the "Prior 8-K") is incorporated herein by reference. The summary of the Transaction contained in the Prior 8-K does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement filed as Exhibit 2.1 to the Prior 8-K, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

   2.1†       Purchase and Sale Agreement, dated November 25, 2020, among CAI
              Rail Inc., CAI International, Inc., Infinity Transportation 2020-1,
              LLC and Atlanta Asset Holdings, LLC (incorporated by reference to
              Exhibit 2.1 of our Current Report on Form 8-K, filed on November
              30, 2020).
    104       Cover Page Interactive Data File (formatted in Inline XBRL).

† Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation


  S-K under the Securities Exchange Act of 1934, as amended. The Company hereby
  undertakes to supplementally furnish copies of any omitted schedules to the
  Securities and Exchange Commission upon request.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses