On September 9, 2020, CAL Funding IV Limited (“CAL Funding IV”), a
wholly-owned indirect subsidiary of CAI International, Inc. (the “Company”), issued $715.9 million in aggregate principal amount of Fixed Rate Asset-Backed Series 2020-1 Notes, Class A at an annual yield of 2.235%, and $26.8 million in
aggregate principal amount of Fixed Rate Asset-Backed Series 2020-1 Notes, Class B at an annual yield of 3.535% (collectively, the “Notes”). The weighted average annual yield of the Notes is 2.28%. The Notes were issued pursuant to a
Note Purchase Agreement among CAL Funding IV, Container Applications Limited, the Company, Wells Fargo Securities LLC, Deutsche Bank Securities Inc., BofA Securities, Inc., RBC Capital Markets, LLC, MUFG Securities Americas Inc., PNC Capital
Markets LLC, Fifth Third Securities, Inc. and ING Bank N.V.
The net proceeds from the issuance of the Notes will primarily be used to repay at par all of the existing
asset-backed notes issued by CAL Funding III Limited, which had an outstanding principal balance as of August 31, 2020 of $712.3 million and a weighted average coupon of 4.06%, with $434.6 million of the CAL Funding III Limited asset-backed
notes being repaid on September 25, 2020, and the balance being repaid on October 26, 2020.
The terms of the Notes are governed by the Indenture, dated September
9, 2020 (the “Indenture”), between CAL Funding IV and Wilmington Trust, National Association, as indenture trustee (the “Trustee”), as supplemented by the Series 2020-1 Supplement to the Indenture, dated September 9, 2020 (the “Supplement”).
Principal and interest on the Notes is payable monthly commencing on October 26, 2020, with a scheduled maturity date of March 27, 2028 and a legal final maturity date of September 25, 2045, subject to mandatory prepayments and acceleration
under certain circumstances. The Notes will be secured by a first priority security interest on a pool of containers and related assets owned by CAL Funding IV. The transaction documents contain customary affirmative and negative covenants, financial covenants, representations and warranties, and events of
default, which are subject to various exceptions and qualifications.
The Notes were offered within the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), to persons outside of the United States in compliance with Regulation S under the Securities Act, and to other institutional accredited investors as defined in Rule 501 of Regulation D under the
Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction.
The foregoing description of the Notes, the Indenture, the Supplement and the other documents related to this transaction does not
purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of these documents which are attached hereto as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.