8-K

UNITED STATESSECURITIES 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) June 19, 2017

CAI International, Inc.(Exact name of registrant as specified in its charter)

Delaware	001-33388	94-3109229
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Steuart Tower, 1 Market Plaza, Suite 900 San Francisco, California	94105
(Address of principal executive office)	(Zip Code)

Registrant's telephone number, including area code:   (415) 788-0100

(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:

⃞ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01. Regulation FD Disclosure.

On June 19, 2017, CAI International, Inc. (the Company) issued a press release relating to the expansion of its revolving credit facility and other updates.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On June 19, 2017, the Company issued a press release announcing a proposed offering of asset-backed notes.  A copy of the press releases is filed as Exhibit 99.2 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1   Press release issued by CAI International, Inc. dated June 19, 2017, relating to the expansion of its revolving credit facility and other updates.

99.2   Press release issued by CAI International, Inc. dated June 19, 2017, relating to the proposed offering of asset-backed notes.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAI International, Inc.
	(Registrant)
June 19, 2017	/s/ Timothy B. Page
(Date)	Timothy B. Page Chief Financial Officer

EX-99.1

Exhibit 99.1

CAI International, Inc. Announces Expansion of Revolving Credit Facility and a Financial Update

SAN FRANCISCO--(BUSINESS WIRE)--June 19, 2017--CAI International, Inc. (CAI) (NYSE: CAI), one of the world’s leading transportation finance and logistics companies, today announced an expansion of its revolving credit facility and provided a financial update.

Highlights

• CAI has reached agreement with the lenders of its Third Amended and Restated Revolving Credit Agreement to increase the total loan commitment from $775 million to $960 million. Other than the increase in the loan commitment, all other terms of the facility remain unchanged. This increase provides financing for both existing container commitments and additional investment.
• CAI estimates that its net income for the second quarter of 2017 will be between $10.7 million and $11.3 million, or 55 cents and 58 cents per share. This represents an increase of more than 100% compared to its net income in the first quarter of 2017 of $5.3 million, primarily as a result of a combination of revenue from new investment, higher utilization, increased rental rates on expiring contracts and gains on sale of equipment.
• During the year to date, CAI has invested approximately $370 million in new containers, of which $105 million is expected to be delivered in the second quarter and $202 million in the third quarter of 2017.
• Virtually all of the equipment expected to be delivered in the second and third quarters is under committed leases with an average lease term in excess of eight years.
• Utilization of CAI’s owned container fleet is currently 97.7%, 1.2 percentage points higher than at the end of the first quarter of 2017. CAI expects utilization to be above 98% during the third quarter.
• Based on the level of committed leases on new investment, high utilization and continued favorable container market conditions, CAI expects further improvement in operating results throughout 2017.
• CAI has committed leases for 185 newly manufactured railcars that it expects to be on lease by the end of the fourth quarter of 2017.

A presentation with additional information on CAI can be found in the “Investors” section of CAI’s website, www.capps.com.

About CAI International, Inc.

CAI is one of the world’s leading transportation finance and logistics companies. As of March 31, 2017, CAI operated a worldwide fleet of approximately 1.2 million CEUs of containers, and owned a fleet of 6,546 railcars that it leases within North America. CAI operates through 24 offices located in 14 countries including the United States.

Forward-Looking Statements

This press release contains forward-looking statements regarding future events and the future performance of CAI, including but not limited to, the statements regarding management's business outlook on the container leasing business, and management's outlook for growth of CAI’s railcar leasing investments. These statements and others herein are forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and involve risks and uncertainties that could cause actual results of operations and other performance measures to differ materially from current expectations including, but not limited to, utilization rates, expected economic conditions, expected growth of international trade, availability of credit on commercially favorable terms or at all, customer demand, container investment levels, container prices, lease rates, increased competition, volatility in exchange rates, growth in world trade and world container trade, the ability of CAI to convert letters of intent with its customers to binding contracts, potential to sell CAI’s securities to the public and others.

CAI refers you to the documents that it has filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. These documents contain additional important factors that could cause actual results to differ from current expectations and from forward-looking statements contained in this press release. Furthermore, CAI is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements contained in this press release whether as a result of new information, future events or otherwise, unless required by law.

CONTACT:
CAI International, Inc.
Tim Page, 415-788-0100
Chief Financial Officer
tpage@capps.com

EX-99.2

Exhibit 99.2

CAI International, Inc. Announces Proposed Offering of $250 Million Aggregate Principal Amount of Asset-Backed Notes

SAN FRANCISCO--(BUSINESS WIRE)--June 19, 2017--CAI International, Inc. (CAI) (NYSE:CAI), one of the world’s leading transportation finance and logistics companies, today announced that CAL Funding III Limited (“CAL”), a wholly-owned subsidiary of CAI, proposes to offer, subject to market and other conditions, approximately $250 million aggregate principal amount of asset-backed notes (the “Notes”) in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The terms of the Notes, including the interest rate and other terms, will be determined by negotiations between CAL and the initial purchasers of the Notes. The net proceeds from the private placement will be used for general corporate purposes, including repayment of debt and offering costs.

The Notes are initially being offered only to qualified institutional buyers in an offering exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and are eligible for resale to investors pursuant to Rule 144A of the Securities Act and to investors outside the United States pursuant to Regulation S under the Securities Act. The offer and sale of the Notes have not been and will not be registered under the Securities Act or any state securities laws, and, unless so registered, the Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, or the solicitation of any sale, of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

This press release is issued in accordance with Rule 135c under the Securities Act. The proposed offering is subject to market and other conditions, and there can be no assurance that the proposed offering of the Notes will be completed.

About CAI International, Inc.

CAI is one of the world’s leading transportation finance and logistics companies. As of March 31, 2017, CAI operated a worldwide fleet of approximately 1.2 million CEUs of containers, and owned a fleet of 6,546 railcars that it leases within North America. CAI operates through 24 offices located in 14 countries including the United States.

Forward-Looking Statements

This press release contains forward-looking statements regarding future events and the future performance of CAI, including but not limited to, CAI’s expectations regarding the completion of the proposed offering. These statements and others herein are forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and involve risks and uncertainties that could cause actual results of operations and other performance measures to differ materially from current expectations. CAI refers you to the documents that it has filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2016, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. These documents contain important factors that could cause actual results to differ from current expectations and from forward-looking statements contained in this press release. Furthermore, CAI is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements contained in this press release whether as a result of new information, future events or otherwise, unless required by law.

CONTACT:
CAI International, Inc.
Tim Page, 415-788-0100
Chief Financial Officer
tpage@capps.com