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): ~~November~~December 258, 2015

Essex Rental Corp.

(Exact name of registrant as specified in charter)



Delaware	000-52459	20-5415048
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)



1110 Lake Cook Road, Suite 220, Buffalo Grove, Illinois	60089
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 847-215-6500

(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 240.13a-4(c))

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On ~~November~~December 258, 2015, Essex ~~Crane~~ Rental Corp. (~~"Essex~~the ~~Crane~~"Company" or "Essex") notified the Nasdaq Stock Market ("~~Company~~Nasdaq"), aof ~~wholly-owned~~its ~~subsidiary~~intent ofto ~~Essex~~file ~~Rental~~Form ~~Corp.~~25, ~~entered~~Notification ~~into~~of aRemoval ~~Fourth~~from ~~Forbearance~~Listing ~~Agreement~~and/or ~~(the~~Registration ~~"Forbearance~~under ~~Agreement"~~Section 12(b), ~~effective~~of asthe ofSecurities ~~November~~Exchange ~~23,~~Act ~~2015~~of 1934, byas ~~and~~amended ~~among~~("Exchange ~~Essex Crane~~Act"), ~~Wells~~with ~~Fargo~~the ~~Capital~~United ~~Finance~~States ~~LLC,~~Securities asand ~~Administrative~~Exchange ~~Agent~~Commission ~~and~~("SEC") ~~itself~~to asvoluntarily adelist ~~lender,~~its ~~PNC~~common ~~Bank,~~stock ~~National~~from ~~Association,~~the ~~Alostar~~Nasdaq ~~Bank~~Capital ofMarket ~~Commerce,~~and ~~Kayne~~deregister ~~Senior~~its ~~Credit~~common ~~Fund~~stock under Section 12(QPb) ~~L.P.,~~of ~~Kayne~~the ~~Senior~~Exchange ~~Credit Fund L~~Act.~~P.,~~ The ~~1492~~Company ~~Capital~~plans ~~LLC,~~to ~~and~~file ~~Medley~~Form ~~Capital~~25 ~~Corporation~~with asthe ~~lenders.~~SEC Inon ~~connection~~or ~~with~~about ~~the~~December ~~Forbearance Agreement~~18, ~~Essex Holdings~~2015, ~~LLC~~as ~~("Holdings")~~a ~~executed~~result aof ~~Consent~~which ~~and~~the ~~Reaffirmation~~Company ofexpects its ~~guaranty~~common ~~obligations~~stock towill ~~the~~cease ~~Agent~~to ~~and~~be ~~Lenders,~~listed ~~which~~on isNasdaq anon ~~exhibit~~or toabout ~~the~~December ~~Forbearance~~28, ~~Agreement~~2015. The ~~Forbearance~~Company ~~Agreement~~anticipates ~~and~~that ~~the~~its ~~Consent~~common ~~and~~stock ~~Reaffirmation~~will ~~are~~be ~~the~~quoted ~~direct~~on ~~result of~~ the ~~previously~~OTC ~~disclosed~~Pink ~~events~~Sheets offollowing ~~default~~delisting, ~~under~~but ~~the~~there ~~Essex~~is ~~Crane~~no ~~Fourth~~assurance ~~Amended~~that ~~and~~the ~~Restated~~Company's ~~Credit~~common ~~Agreement~~stock ~~(the~~will ~~“Essex~~be ~~Crane~~quoted ~~Revolving~~on ~~Credit~~any ~~Facility”).~~over-the-counter market.

~~Under~~Upon ~~the~~delisting ~~terms~~from ofNasdaq, the ~~Forbearance~~Company ~~Agreement,~~intends ~~Essex Crane is permitted~~ to ~~request~~file ~~additional~~a ~~revolving~~Form ~~loans~~15 ~~under~~with the ~~Essex~~SEC ~~Crane Revolving Credit Facility through the period ended March 14, 2016. In exchange, Essex Crane is required~~ to ~~engage~~terminate ~~an asset disposition firm for~~ the ~~purposes~~registration of ~~marketing,~~its ~~selling~~common ~~and~~stock ~~disposing~~under of the ~~Company's~~Exchange ~~non-core assets~~Act. At ~~The~~such ~~sale of these non-core~~time, ~~or under-utilized, assets is not anticipated to have a significant impact on~~ the Company's ~~future~~periodic ~~rental~~reporting ~~revenue~~obligations ~~cash~~under ~~flow.~~Sections ~~Additionally,~~13 ~~Essex Crane is required to engage an investment banker for the purposes of preparing, marketing~~ and ~~consummating~~15(d) ~~strategic alternatives, including the sale~~ of ~~all, or substantially all, of~~ the ~~assets~~Exchange ofAct ~~Essex Crane. The Company cannot ensure that Essex Crane~~ will be ~~able to effect any such actions in a timely manner~~suspended, onincluding ~~satisfactory~~its ~~terms,~~obligations ~~or at all, in which case, Essex Crane may need~~ to ~~seek~~file ~~protection~~annual ~~from~~reports ~~its~~on ~~creditors~~Form ~~under applicable law or consider other restructuring and recapitalization transactions. The complete description of all terms and conditions is provided in the full text of the Forbearance Agreement~~10-K, ~~which~~quarterly isreports ~~filed~~on asForm ~~Exhibit~~ 10.1-Q toand ~~this~~current ~~Current~~reports ~~Report~~ on Form 8-K ~~and is incorporated herein by reference~~. The ~~agent~~Company, ~~and~~however, ~~lenders~~intends ~~have~~to ~~reserved~~continue ~~all~~to ofpublicly ~~their~~disclose, ~~respective~~through ~~rights~~press ~~and~~releases, ~~remedies~~postings ~~available~~on ~~under~~its ~~the~~website ~~Essex~~and ~~Crane~~through ~~Revolving~~the ~~Credit~~OTC ~~Facility~~Disclosure and ~~applicable~~News ~~law~~Service, asperiodic afinancial ~~result~~and ~~of the events of default or any~~ other ~~events~~information ofregarding ~~default~~the ~~that may otherwise occur at any time~~Company.

~~Subject~~As topreviously disclosed, on August 4, 2015, the ~~terms~~Company ofreceived a letter from Nasdaq providing notification that the ~~Forbearance~~Company ~~Agreement~~failed to meet the minimum $1.00 per share bid price requirement for continued listing on Nasdaq, and that the Company ~~expects~~had ~~that~~until February 1, 2016, to regain compliance with such requirement before it ~~will~~was beinvoluntarily ~~able~~delisted tofrom ~~continue~~Nasdaq. The Company's Board of Directors unanimously determined to ~~use~~voluntarily ~~the~~delist ~~Essex~~from ~~Crane~~Nasdaq ~~Revolving~~and ~~Credit~~deregister ~~Facility~~its tocommon ~~fund~~stock ~~operations~~in ~~during~~light of the ~~term~~impending involuntary delisting from Nasdaq and after consideration of the ~~Forbearance~~advantages ~~Agreement~~and disadvantages of being a company registered with the SEC.

A copy of the press release, dated December 8, 2015, announcing the Company's intention to delist and deregister the Company's common stock is included as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
10.1		Fourth Forbearance Agreement, dated November 23, 2015, by and between Essex Crane Rental Corp., Wells Fargo Capital Finance LLC, as agent and itself as a lender, PNC Bank, National Association, Alostar Bank of Commerce, Kayne Senior Credit Fund (QP) L.P., Kayne Senior Credit Fund L.P., 1492 Capital LLC and Medley Capital Corporation as lenders.
99.1		Press release, dated December 8, 2015

SIGNATURE

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 hereunto duly authorized.

	ESSEX RENTAL CORP.
Date: December 1, 2015	By:	/s/ Kory M. Glen
Date: December 8, 2015	By:	/s/ Kory M. Glen
		Name: Kory M. Glen
		Title: Chief Financial Officer

Filing Compare · Essex Rental Corp.