Blueprint
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): September 19,
2017
General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-32845
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32-0163571
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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39 East Union Street
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Pasadena, California
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91103
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(Address of Principal Executive Offices)
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(Zip Code)
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(626) 584-9722
(Registrant’s Telephone Number, Including Area
Code)
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 (See General Instruction A.2
below):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTES
Certain References
References to “we,” “us,”
“our” or the “Company” refer to General
Finance Corporation, a Delaware corporation, and its consolidated
subsidiaries. These subsidiaries include GFN U.S. Australasia
Holdings, Inc., a Delaware corporation (“GFN
U.S.”); GFN Insurance Corporation, an Arizona
corporation (“GFNI”); GFN
North America Leasing Corporation, a Delaware corporation; GFN
North America Corp., a Delaware corporation; GFN Realty Company,
LLC, a Delaware limited liability company; GFN Manufacturing
Corporation, a Delaware corporation, and its subsidiary, Southern
Frac, LLC, a Texas limited liability company (collectively
“Southern Frac”); Royal Wolf Holdings Limited, an
Australian corporation publicly traded on the Australian Securities
Exchange (collectively with its Australian and New Zealand
subsidiaries, “Royal Wolf”); Pac-Van, Inc., an Indiana
corporation , and its Canadian subsidiary, PV Acquisition Corp., an
Alberta corporation, doing business as “Container King”
(collectively “Pac-Van”); and Lone Star Tank Rental
Inc., a Delaware corporation (“Lone
Star”).
TABLE OF CONTENTS
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Page
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Item 1.01
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Entry into a Definitive Material Agreement
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1
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Item 9.01
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Financial Statements and Exhibits
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1
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Exhibit 10.1
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Amended
and Restated Securities Purchase Agreement dated September 19, 2017
by and among Bison Capital Partners
V., L.P., General Finance Corporation, GFN Asia Pacific
Holdings Pty Ltd., GFN Asia Pacific Finance Pty Ltd. and
GFN U.S. Australasia Holdings,
Inc.
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Item 1.01 Entry into a Definitive Material
Agreement
On September 19, 2017 Bison Capital Partners V.,
L.P. (“Bison”), GFN, GFN U.S. and two of its Australian
subsidiaries, GFN Asia Pacific Holdings Pty Ltd.
(“Holdings”) and GFN Asia Pacific Finance Pty Ltd.
(“Finance” and collectively with GFN, GFN U.S. and
Holdings, the “GFN Parties”) entered into that certain Amended and Restated
Securities Purchase Agreement dated September 19, 2017 (the
“Amended Securities Purchase
Agreement”).
Under
the Amended Securities Purchase Agreement, the parties agreed that
Bison would act as a collateral agent on behalf of any other
parties (each an “Assignee”) to whom Bison assigned its
rights under the Amended Securities Purchase Agreement or the
promissory notes issued pursuant to the Amended Securities Purchase
Agreement (the “Notes”). The parties also agreed that
if Bison assigns any interest in the Notes to two or more holders
(“Holders”) of the Notes and two or more of such
Assignees are not affiliates of one another, then all consents,
approvals, waivers, demands and decisions, as well as all rights
and remedies, of Bison under the Amended Securities Purchase
Agreement shall be made or exercised only by the Holders of a
majority of the principal amount of the Notes then outstanding;
provided, however, that if a single Holder (including Bison)
constitutes a Holder of a majority of the principal amount of the
Notes then outstanding, the consents, approvals, waivers, demands
and decisions shall be made by no fewer than two Holders who are
not affiliates of each other. The Amended Securities Purchase
Agreement also provides that a default shall occur if the GFN
Parties fail to acquire 100% of the ordinary shares of Royal Wolf
Holdings Limited within 180 days of the closing of the sale of the
Notes.
The
parties to the Amended Securities Purchase Agreement agreed that a
default under any other indebtedness of GFN and its subsidiaries
(the “Other Indebtedness”) would result in a default
under the Amended Securities Purchase Agreement if the principal
amount of the Other Indebtedness equaled or exceeded $1,000,000.
The parties also agreed that if there was a default under any Other
Indebtedness, Bison, acting alone, could waive any default under
the Amended Securities Purchase Agreement which arose from a
default under any Other Indebtedness whose principal amount equaled
or exceeded $1,000,000. The Amended Securities Purchase further
provides that any waiver and consent related to the following
require the consent of all Holders: the amount to be paid to
purchase the Notes, the obligation to pay principal and interest
under the Notes, any reduction in the Notes’ interest rate or
fees payable with respect to the Notes’ issuance, the
maturity date, the schedule of interest payments, subordination of
the Notes, the percentage of Noteholders required to amend or waive
obligations under the Amended Securities Purchase Agreement, the
pro rata treatment of the Notes, Bison serving as a collateral
agent, releasing the GFN Parties’ obligations under the
Amended Securities Purchase Agreement or any agreement related
thereto, the release of any collateral for the Notes or
subordinating any lien related to the Notes.
The
foregoing description of the Amended
Securities Purchase Agreement is qualified in its entirety
by the Amended Securities Purchase
Agreement, which is attached hereto as Exhibit 10.1 hereto
and is incorporated by reference herein.
Item 9.01 Financial Statements and
Exhibits
Exhibit
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Exhibit
Description
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10.1
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Amended
and Restated Securities Purchase Agreement dated September 19, 2017
by and among Bison Capital Partners
V., L.P., General Finance Corporation, GFN Asia Pacific
Holdings Pty Ltd., GFN Asia Pacific Finance Pty Ltd. and
GFN U.S. Australasia Holdings,
Inc.
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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.
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GENERAL FINANCE CORPORATION
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Dated: September 22, 2017
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By:
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/s/ CHRISTOPHER A. WILSON
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Christopher A. Wilson
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General Counsel, Vice President and Secretary
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EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Description
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Amended
and Restated Securities Purchase Agreement dated September 19, 2017
by and among Bison Capital Partners
V., L.P., General Finance Corporation, GFN Asia Pacific
Holdings Pty Ltd., GFN Asia Pacific Finance Pty Ltd. and
GFN U.S. Australasia Holdings,
Inc.
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