Note Offering

On October 18, 2012, CAL Funding II Limited ("CAL"), a wholly-owned indirect subsidiary of CAI International, Inc. (the "Company"), issued $171 million aggregate principal amount of 3.47% Series 2012-1 Fixed Rate Asset-Backed Notes (the "Notes") pursuant to a Note Purchase Agreement among CAL, Container Applications Limited, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC. The net proceeds of the Notes were used to repay part of the borrowings under the Company's senior secured revolving credit facility.

The terms of the Notes are governed by an Indenture, dated October 18, 2012 (the "Indenture"), between CAL and Wells Fargo Bank, National Association, as trustee (the "Trustee"), as supplemented by the Series 2012-1 Supplement to the Indenture, dated October 18, 2012 (the "Supplement"). Principal and interest on the Notes is payable monthly commencing on November 26, 2012, with the Notes maturing in October 2027, subject to mandatory prepayments and acceleration under certain circumstances. The Notes are secured by a first priority security interest on all of the assets of CAL.

The transaction documents contain customary affirmative and negative covenants, representations and warranties, indemnification provisions and events of default, which are subject to certain conditions and exceptions.

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 Note Purchase Agreement, 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.

Dritte Acquisition

On October 19, 2012, Container Applications Limited, a wholly-owned subsidiary of the Company, completed the previously announced acquisition of approximately 71,000 TEUs of container assets for approximately $87 million from Dritte Schroeder Container Beteiligungsgesellschaft mbH & CO. KG ("Dritte") and its affiliate, Schroeder Leasing GMBH & Co. KG ("Schroeder"), pursuant to Container Purchase Agreements, dated October 19, 2012 (the "Container Purchase Agreements"), between Container Applications Limited and each of Dritte and Schroeder. The Container Purchase Agreements contain customary representations and warranties, covenants and indemnifications provisions, which are subject to certain conditions and exceptions.

The foregoing description of the Container Purchase Agreements 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.

The information disclosed in Item 1.01 above is incorporated by reference into this Item 2.01.

The information disclosed in Item 1.01 above is incorporated by reference into this Item 2.03.

(d) Exhibits.

Exhibit No.   Description

4.1           Indenture, dated October 18, 2012, between CAL Funding II Limited and
              Wells Fargo Bank, National Association.

4.2           Series 2012-1 Supplement, dated October 18, 2012, to Indenture dated
              October 18, 2012, between CAL Funding II Limited and Wells Fargo Bank,
              National Association.

99.1          Note Purchase Agreement, dated October 11, 2012, among CAL Funding II
              Limited, Container Applications Limited, Merrill Lynch, Pierce, Fenner
              & Smith Incorporated and Wells Fargo Securities, LLC.

99.2          Contribution and Sale Agreement, dated October 18, 2012, between
              Container Applications Limited and CAL Funding II Limited.

99.3          Performance Guaranty, dated October 18, 2012, made by CAI
              International, Inc. for the benefit of Wells Fargo Bank, National
              Association.

99.4          Container Purchase Agreement, dated October 19, 2012, between
              Container Applications Limited and Dritte Schroeder Container
              Beteiligungsgesellschaft mbH & CO. KG.

99.5          Container Purchase Agreement, dated October 19, 2012, between
              Container Applications Limited and Schroeder Leasing GMBH & Co. KG.