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 25,
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 1.02
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Termination of a Material Definitive Agreement
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5
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Item 3.02
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Unregistered Sales of Equity Securities
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5
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Item 8.01
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Other Events
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5
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Item 9.01
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Financial Statements and Exhibits
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5
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Exhibit
No.
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Exhibit
Description
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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.
(incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K (File No. 001-32845)
filed on September 22, 2017)
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Exhibit 10.2
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11.9%
Secured Senior Convertible Promissory Note dated September 25, 2017
by GFN Asia Pacific Holdings
Pty Ltd. and GFN Asia Pacific Finance Pty Ltd.
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Exhibit 10.3
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11.9%
Secured Senior Promissory Note dated September 25, 2017 by
GFN Asia Pacific Holdings Pty
Ltd. and GFN Asia Pacific Finance Pty Ltd.
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Exhibit 10.4
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Pledge
and Security Agreement dated September 25, 2017 by GFN Asia Pacific Holdings Pty Ltd. in favor
of Bison Capital Partners V, L.P.
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Exhibit 10.5
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Pledge
and Security Agreement dated September 25, 2017 by GFN Asia Pacific
Holdings Pty Ltd. and GFN U.S.
Australasia Holdings, Inc. in favor of Bison Capital
Partners V, L.P.
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Exhibit 10.6
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Pledge
and Security Agreement dated September 25, 2017 by GFN Asia Pacific Finance Pty Ltd. and GFN U.S.
Australasia Holdings, Inc. in favor of Bison Capital
Partners V, L.P.
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Exhibit 10.7
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Pledged
Account Agreement dated September 25, 2017 among D.A. Davidson
& Co., Bison Capital Partners V, L.P. and GFN Asia Pacific
Holdings Pty Ltd.
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Exhibit 10.8
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CHESS
Sponsorship Deed dated September 25, 2017 by GFN Asia Pacific
Holdings Pty Ltd., Credit Suisse Equities (Australia) Limited and
Bison Capital Partners V., L.P.
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Exhibit 10.9
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General
Security Deed dated September 25, 2017 between Bison Capital
Partners V, L.P. and GFN Asia Pacific Finance Pty Ld.
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Exhibit
No.
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Exhibit
Description
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Exhibit 10.10
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General
Security Deed dated September 25, 2017 between Bison Capital
Partners V, L.P. and GFN U.S. Australasia Holdings,
Inc.
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Exhibit
10.11
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General
Security Deed dated September 25, 2017 between Bison Capital
Partners V, L.P. and GFN Asia Pacific Holdings Pty
Ltd.
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Exhibit 10.12
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Side
Letter Deed dated September 25, 2017 among Bison Capital Partners
V, L.P., General Finance Corporation, GFN U.S. Australasia
Holdings, Inc., GFN Asia Pacific Holdings Pty Ltd. and GFN Asia
Pacific Holdings Pty Ltd.
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Exhibit 10.13
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Board
Observer Agreement dated September 25, 2017 between General Finance
Corporation and Bison Capital Partners V, L.P.
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Exhibit 10.14
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Registration
Rights Agreement dated September 25, 2017 between General Finance
Corporation and Bison Capital Partners V, L.P.
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Exhibit 10.15
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Guaranty
dated September 25, 2017 by GFN U.S. Australasia Holdings,
Inc.
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Exhibit
10.16
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Second
Amendment and Restatement Agreement dated June 12, 2017 among
General Finance Corporation, GFN U.S. Australasia Holdings, Inc.
and Credit Suisse AG, Singapore Branch (incorporated by reference
to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K (File No. 001-32845) filed on June 13, 2017)
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Exhibit 99.1
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Press
Release dated September 25, 2017
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Item 1.01 Entry into a Definitive Material
Agreement
Amended and Restated Securities Purchase 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”).
On September 25, 2017, pursuant to the Amended
Securities Purchase Agreement, Holdings and Finance issued and sold
to Bison an 11.9% secured senior convertible promissory note dated
September 25, 2017 in the original principal amount of $26,000,000
(the “Convertible Note”) and an 11.9% secured senior
convertible promissory note dated September 25, 2017 in the
original principal amount of $54,000,000 (the “Senior
Note” and collectively with the Convertible Note, the
“Notes”). Net proceeds from the sale of the Notes was
used to repay in full of all principal, interest and other
amounts due to Credit Suisse AG, Singapore Branch under that
certain Second Amendment and Restatement Agreement dated June 12,
2017, as amended to date (the “Credit Suisse Loan
Agreement”), to acquire the
49,188,526 publicly traded shares (the “Shares” or
“Minority Interest”) of Royal Wolf Holdings Limited
(“Royal Wolf”) not owned by GFN and its
subsidiaries and to pay all related fees and
expenses.
The
Amended Securities Purchase Agreement contains certain financial
covenants, including a covenant which limits capital expenditures
to $12.5 million per fiscal year, with the ability to incur up to
$10 million of unused capital expenditures in the immediately
following fiscal year. Other financial covenants limit to A$150
million the amount of indebtedness that the GFN Parties and all
subsidiaries may incur, require minimum earnings before interest,
taxes, depreciation and amortization (“EBITDA”) to
equal or exceed A$30 million per trailing 12-month period and
prohibit leverage (or the ratio of indebtedness to EBITDA) from
exceeding 7.5x. Other covenants prohibit the GFN Parties from
incurring indebtedness other than the Notes, except for certain
permitted indebtedness, prohibit acquisitions in excess of $20
million and place limits on acquisitions below $20 million. The
Securities Purchase Agreement also contains covenants which
prohibit or limit the GFN Parties and their subsidiaries from
issuing capital stock, incurring certain liens, investing in
capital stock, making restricted payments, as defined, entering
into transactions with affiliated parties, entering into
sale-leaseback transactions and entering into transactions that
result in the sale of all or substantially all of their assets or
entering into a merger or consolidation, liquidation or
dissolution.
The
foregoing description of the Amended Securities Purchase Agreement
is qualified in its entirety by the Amended Securities Purchase Agreement,
which is incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
(File No. 001-32845) filed on September 22, 2017) and is
incorporated by reference herein.
Convertible Note
The
Convertible Note has a maturity of five years and will bear
interest at the rate of 11.9% per annum from the date of issuance,
payable quarterly in arrears beginning on January 2, 2018. Holdings
and Finance may elect to defer interest under the Convertible Note
until the second anniversary of issuance. Interest on the
Convertible Note is payable in Australian Dollars, and the
principal of the Convertible Note must be repaid in U.S. Dollars.
The Convertible Note is subject to all terms, conditions and
covenants set forth in the Amended Securities Purchase
Agreement.
At any time prior to maturity, Bison may convert
unpaid principal and interest under the Convertible Note into
shares of GFN common stock based upon a price of $8.50 per share,
subject to adjustment as described in the Convertible Note. If GFN
common stock trades above 150% of the conversion price over 30
consecutive trading days and the aggregate dollar value of all GFN
common stock traded on NASDAQ exceeds $600,000 over a period of 20
consecutive days, GFN may force Bison to convert all or a portion
of the Convertible Note. The Convertible Note also provides
that Bison shall not be entitled, and GFN shall not be
obligated, to convert the Convertible Note into shares of GFN
common stock if such conversion would result in holders of the
Convertible Note beneficially owning in excess of 5,200,000 shares
of GFN common stock, or approximately 19.5% of the number of shares
of GFN common stock outstanding immediately prior to issuance of
the Convertible Note.
The
Convertible Note grants Bison and holders of the Convertible Note a
preemptive right to invest in any issuance GFN equity securities,
options or warrants to maintain its proportionate interest in GFN
common stock, after giving effect to the conversion of the entire
Convertible Note.
The
Convertible Note also includes a covenant which requires Holdings
and Finance to pay Bison, via the payment of principal, interest
and the value of GFN common stock received upon conversion of all
or a portion of the Convertible Note, a minimum return of 1.75
times the original $26,000,000 principal amount. The Convertible
Note must also be repaid upon a change of control, as defined in
the Notes.
In the event that Bison or holders of the
Convertible Note receive aggregate proceeds in excess of
US$48,900,000 from the sale of GFN common stock received from
conversion of the Convertible Note, then 50% of the interest
accrued and actually paid to Bison (such amount, the “Price
Increase”) shall be repaid by Bison or holders of the
Convertible Note by either (i) paying such Price Increase to
Holdings or Finance in the form of cash, (ii) returning to GFN
shares of GFN Common Stock with a value equal to the Price Increase
or (iii) any combination of (i) or (ii) above that if the aggregate
equals the Price Increase. The value of the GFN common stock for
purposes of the return of shares to GFN by the shall be deemed to
be the average price per share of GFN common stock realized by the
Convertible Note holder in the sale of such shares. The Convertible
Note holder may satisfy such obligations by returning to GFN shares
of GFN common stock with an aggregate value equivalent to the Price
Increase.
A
fee of $800,000 was paid to Bison upon the closing of the sale of
the Notes.
The
foregoing description of the Convertible Note is qualified in its
entirety by the Convertible Note, which is attached hereto as
Exhibit 10.2 hereto and is incorporated by reference
herein.
Senior Note
The
Senior Note has a maturity of five years and will bear interest at
the rate of 11.9% per annum from the date of issuance, payable
quarterly in arrears beginning on January 2, 2018. Holdings and
Finance may elect to defer interest under the Senior Note until the
second anniversary of issuance. Interest on the Senior Note is
payable in Australian Dollars, and the principal of the Senior Note
must be repaid in U.S. Dollars. The Senior Note is subject to all
terms, conditions and covenants set forth in the Amended Securities
Purchase Agreement.
The
Senior Note may not be prepaid prior to its first anniversary of
issuance. Holdings and Finance may prepay the Senior Note at 102%
of the original principal amount, plus accrued interest, between
the second and third anniversaries of issuance, at 101% of the
original principal amount, plus accrued interest, between the third
and fourth anniversaries of issuance and with no prepayment premium
after the fourth anniversary of issuance. Interest on the Senior
Note is payable in Australian Dollars, and the principal of the
Senior Note must be repaid in U.S. Dollars. The Senior Note must
also be repaid upon a change of control, as defined in the Senior
Note.
Repayment
of the Senior Note is secured by a first priority security interest
over all of the assets of GFN U.S., Holdings and Finance and by the
pledge by GFN U.S. of the capital stock of Holdings and Finance,
and, following the repayment of the Credit Suisse Loan Agreement,
by Holdings of all of the capital stock of Royal Wolf.
The
foregoing description of the Senior Note is qualified in its
entirety by the Senior Note, which is attached hereto as Exhibit
10.3 hereto and is incorporated by reference herein.
Pledge
and Security Agreement by Holdings
Holdings entered
into that certain Pledge and Security Agreement dated September 25,
2017 (the “Holdings Pledge Agreement”) in favor of
Bison as required by the Amended Securities Purchase Agreement.
Under the Holdings Pledge Agreement Holdings pledged 98,336,135
Royal Wolf Shares held by Holdings, plus additional Royal Wolf
Shares acquired later, as collateral to secure the repayment of all
obligations and the performance of all obligations of the GFN
Parties under the Amended Securities Purchase Agreement and all of
the agreements entered into in connection with the Amended
Securities Purchase Agreement, including, without limitation, the
payment of all amounts due under the Notes.
The
foregoing description of the Holdings Pledge Agreement is qualified in its entirety by
the Holdings Pledge Agreement, which is attached hereto as Exhibit
10.4 hereto and is incorporated by reference herein.
Pledge
and Security Agreement by GFN U.S. regarding Holdings
Shares
Holdings and GFN
U.S. entered into that certain Pledge and Security Agreement dated
September 25, 2017 (the “GFN U.S. / Holdings Pledge
Agreement”) in favor of Bison as required by the Amended
Securities Purchase Agreement. Under the GFN U.S. / Holdings Pledge
Agreement, GFN U.S. pledged all Holdings ordinary shares held by
GFN U.S. as collateral to secure the repayment of all obligations
and the performance of all obligations of the GFN Parties under the
Amended Securities Purchase Agreement and all of the agreements
entered into in connection with the Amended Securities Purchase
Agreement, including, without limitation, the payment of all
amounts due under the Notes.
The
foregoing description of the GFN U.S. / Holdings Pledge
Agreement is qualified in its
entirety by the GFN U.S. / Holdings Pledge Agreement, which is attached hereto as
Exhibit 10.5 hereto and is incorporated by reference
herein.
Pledge
and Security Agreement by GFN U.S. regarding Finance
Shares
Finance
and GFN U.S. entered into that certain Pledge and Security
Agreement dated September 25, 2017 (the “GFN U.S. / Finance
Pledge Agreement”) in favor of Bison as required by the
Amended Securities Purchase Agreement. Under the GFN U.S. / Finance
Pledge Agreement, GFN U.S. pledged all Finance ordinary shares held
by GFN U.S. as collateral to secure the repayment of all
obligations and the performance of all obligations of the GFN
Parties under the Amended Securities Purchase Agreement and all of
the agreements entered into in connection with the Amended
Securities Purchase Agreement, including, without limitation, the
payment of all amounts due under the Notes.
The
foregoing description of the GFN U.S. / Finance Pledge Agreement is qualified in its entirety by
the GFN U.S. / Finance Pledge Agreement, which is attached hereto as
Exhibit 10.6 hereto and is incorporated by reference
herein.
Pledged
Account Agreement
D.A.
Davidson & Co., Bison and Holdings entered into that certain
Pledged Account Agreement dated September 25, 2017 (the
“Pledged Account Agreement”) in favor of Bison as
required by the Amended Securities Purchase Agreement. Under the
Pledged Account Agreement Holdings pledged 1,000,000 Royal Wolf
Shares owned by Holdings held in a D.A. Davidson account as
collateral to secure the repayment of all obligations and the
performance of all obligations of the GFN Parties under the Amended
Securities Purchase Agreement and all of the agreements entered
into in connection with the Amended Securities Purchase Agreement,
including, without limitation, the payment of all amounts due under
the Notes.
The
foregoing description of the Pledged Account Agreement is qualified in its entirety by
the Pledged Account Agreement, which is attached hereto as Exhibit
10.7 hereto and is incorporated by reference herein.
CHESS
Sponsorship Deed
Holdings, Credit
Suisse Equities (Australia) Limited (“Credit Suisse
Equities”) and Bison entered into that certain CHESS
Sponsorship Deed dated September 25, 2017 (the “CHESS
Agreement”) in favor of Bison as required by the Amended
Securities Purchase Agreement. Under the CHESS Agreement, Holdings
authorized Credit Suisse Equities to charge the 98,336,135 Royal
Wolf Shares held by Holdings, plus any additional later-acquired
Royal Wolf Shares, to secure the repayment and the performance of
all obligations of the GFN Parties under the Amended Securities
Purchase Agreement and all of the agreements entered into in
connection with the Amended Securities Purchase Agreement,
including, without limitation, the payment of all amounts due under
the Notes.
The
foregoing description of the CHESS Agreement is qualified in its entirety by
the CHESS Agreement, which is attached hereto as Exhibit 10.8
hereto and is incorporated by reference herein.
Finance
General Security Deed
Finance
and Bison entered into that certain General Security Deed dated
September 25, 2017 (the “Finance General Security
Deed”) in favor of Bison as required by the Amended
Securities Purchase Agreement. Under the Finance General Security
Deed Finance granted Bison, as collateral agent for all holders of
the Notes, a security interest in all present and after-acquired
property of Finance to secure the repayment of all obligations and
the performance of all obligations of the GFN Parties under all of
the agreements entered into in connection with the Amended
Securities Purchase Agreement, including, without limitation, the
payment of all amounts due under the Notes.
The
foregoing description of the Finance General Security Deed is
qualified in its entirety by the Finance General Security Deed,
which is attached hereto as Exhibit 10.9 hereto and is incorporated
by reference herein.
GFN
U.S. General Security Deed
GFN
U.S. entered into that certain General Security Deed dated
September 25, 2017 (the “GFN U.S. General Security
Deed”) in favor of Bison as required by the Amended
Securities Purchase Agreement. Under the GFN U.S. General Security
Deed GFN U.S. granted Bison, as collateral agent for all holders of
the Notes, a security interest in all present and after-acquired
property of GFN U.S. to secure the repayment of all obligations and
the performance of all obligations of the GFN Parties under all of
the agreements entered into in connection with the Amended
Securities Purchase Agreement, including, without limitation, the
payment of all amounts due under the Notes.
The
foregoing description of the GFN U.S. General Security Deed is
qualified in its entirety by the GFN U.S. General Security Deed,
which is attached hereto as Exhibit 10.10 hereto and is
incorporated by reference herein.
Holdings
General Security Deed
Holdings and Bison
entered into that certain General Security Deed dated September 25,
2017 (the “Holdings General Security Deed”) in favor of
Bison as required by the Amended Securities Purchase Agreement.
Under the Holdings General Security Deed, Holdings granted Bison,
as collateral agent for all holders of the Notes, a security
interest in all present and after-acquired property of Holdings to
secure the repayment of all obligations and the performance of all
obligations of the GFN Parties under all of the agreements entered
into in connection with the Amended Securities Purchase Agreement,
including, without limitation, the payment of all amounts due under
the Notes.
The
foregoing description of the Holdings General Security Deed is
qualified in its entirety by the Holdings General Security Deed,
which is attached hereto as Exhibit 10.11 hereto and is
incorporated by reference herein.
Side
Letter Deed
Bison
and the GFN Parties entered into that certain Side Letter Deed
dated September 25, 2017 (the “Side Letter Deed”) in
favor of Bison as required by the Amended Securities Purchase
Agreement. Under the Side Letter Deed, Royal Wolf and certain of
its subsidiaries agreed to amend their constitutions within the
earlier of 21 days after Holdings acquiring ownership of 100% of
the outstanding ordinary shares of Royal Wolf and March 24, 2018 to
provide for dividends from Royal Wolf and such subsidiaries to
Holdings to permit the payments due from Holdings and Finance under
the Notes.
The
foregoing description of the Side Letter Deed is qualified in its
entirety by the Side Letter Deed, which is attached hereto as
Exhibit 10.12 hereto and is incorporated by reference
herein.
Board
Observer Agreement
GFN and
Bison entered into that certain Board Observer Agreement dated
September 25, 2017 (the “Board Observer Agreement”) as
required by the Amended Securities Purchase Agreement. Under the
Board Observer Agreement one Bison representative and two
representatives designated by Bison may attend meetings of the GFN
board of directors (the “GFN Board”), subject to the
right of the GFN Board under the Board Observer Agreement to
exclude such representatives from portions of GFN Board meetings
when necessary to preserve the attorney-client privilege, when the
GFN Board wishes to discuss its agreements with Bison, when
necessary to avoid a conflict of interest and when necessary to
comply with GFN’s confidentiality obligations under under
other agreements. The Board Observer Agreement will terminate when
all obligations under the Notes are paid in full.
The
foregoing description of the Board Observer Agreement is qualified
in its entirety by the Board Observer Agreement, which is attached
hereto as Exhibit 10.13 hereto and is incorporated by reference
herein.
Registration
Rights Agreement
GFN and
Bison entered into that certain Registration Rights Agreement dated
September 25, 2017 (the “Registration Rights
Agreement”) as required by the Amended Securities Purchase
Agreement. Under the Registration Rights Agreement, GFN agreed to
register the GFN common stock issuable upon conversion of the
Convertible Note upon the demand of Bison and to allow Bison, upon
request, to register shares issuable upon conversion of the
Convertible Note in conjunction with a registration statement filed
by GFN, in each subject to the terms and conditions set forth in
the Registration Statement.
The
foregoing description of the Registration Rights Agreement is
qualified in its entirety by the Registration Rights Agreement,
which is attached hereto as Exhibit 10.14 hereto and is
incorporated by reference herein.
Guaranty
GFN
U.S. entered into that certain Guaranty dated September 25, 2017
(the “Guaranty”) in favor of Bison as required by the
Amended Securities Purchase Agreement. Under the Guaranty, GFN U.S.
guaranteed Bison the repayment of all obligations and the
performance of all obligations of the GFN Parties under the Amended
Securities Purchase Agreement and all of the agreements entered
into in connection with the Amended Securities Purchase Agreement,
including, without limitation, the payment of all amounts due under
the Notes.
The
foregoing description of the Guaranty is qualified in its entirety
by the Guaranty, which is attached hereto as Exhibit 10.15 hereto
and is incorporated by reference herein.
Item 1.02 Termination of a Material Definitive
Agreement
On
September 26, 2017 GFN repaid all amounts due to Credit Suisse AG,
Singapore Branch under the Credit Suisse Loan Agreement. Upon the
repayment of all amounts owed under the Credit Suisse Loan
Agreement, Credit Suisse AG, Singapore Branch released its security
interest with respect to the 50,198,206 Royal Wolf Shares which
were pledged as collateral to repay the loan made under the Credit
Suisse Loan Agreement.
The
foregoing description of the Credit Suisse Loan Agreement is
qualified in its entirety by the Credit Suisse Loan Agreement,
which is incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
(File No. 001-32845) filed on June 13, 2017) and is
incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity
Securities
On
September 25, 2017 GFN issued the Notes in the aggregate original
principal amount of $80,000,000; up to 5,200,000 shares of GFN
common stock may be issued upon the conversion of the amounts owed
under the Convertible Note.
The
Notes, and any GFN common stock issuable upon conversion of the
Notes, were issued in reliance upon an exemption from the
registration requirements of the Securities Act of 1933, as
amended, pursuant to Section 4(a)(2) thereof and Rule 506 of
Regulation D, which exempt transactions by an issuer not involving
any public offering.
Item 8.01 Other Events
On
September 25, 2017 GFN announced the completion and funding of the
sale of the Notes and its acquisition of approximately 48,100,000
Royal Wolf shares. A copy of the GFN press release dated September
25, 2017 is attached as Exhibit 99.1 and is incorporated by
reference herein.
Item 9.01 Financial Statements and
Exhibits
Exhibit
No.
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Exhibit
Description
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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.
(incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K (File No. 001-32845)
filed on September 22, 2017)
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Exhibit 10.2
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11.9%
Secured Senior Convertible Promissory Note dated September 25, 2017
by GFN Asia Pacific Holdings
Pty Ltd. and GFN Asia Pacific Finance Pty Ltd.
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Exhibit 10.3
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11.9%
Secured Senior Promissory Note dated September 25, 2017 by
GFN Asia Pacific Holdings Pty
Ltd. and GFN Asia Pacific Finance Pty Ltd.
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Exhibit 10.4
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Pledge
and Security Agreement dated September 25, 2017 by GFN Asia Pacific Holdings Pty Ltd. in favor
of Bison Capital Partners V, L.P.
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|
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Exhibit 10.5
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Pledge
and Security Agreement dated September 25, 2017 by GFN U.S. Australasia Holdings, Inc. in
favor of Bison Capital Partners V, L.P.
|
|
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Exhibit 10.6
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Pledge
and Security Agreement dated September 25, 2017 by GFN U.S. Australasia Holdings, Inc. in
favor of Bison Capital Partners V, L.P.
|
|
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Exhibit 10.7
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Pledged
Account Agreement dated September 25, 2017 among D.A. Davidson
& Co., Bison Capital Partners V, L.P. and GFN Asia Pacific
Holdings Pty Ltd.
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|
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Exhibit 10.8
|
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CHESS
Sponsorship Deed dated September 2017 by GFN Asia Pacific Holdings
Pty Ltd., Credit Suisse Equities (Australia) Limited and Bison
Capital Partners V., L.P.
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|
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Exhibit 10.9
|
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General
Security Deed dated September 25, 2017 between Bison Capital
Partners V, L.P. and GFN Asia Pacific Finance Pty Ld.
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Exhibit
No.
|
|
Exhibit
Description
|
|
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Exhibit 10.10
|
|
General
Security Deed dated September 25, 2017 between Bison Capital
Partners V, L.P. and GFN U.S. Australasia Holdings,
Inc.
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|
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Exhibit
10.11
|
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General
Security Deed dated September 25, 2017 between Bison Capital
Partners V, L.P. and GFN Asia Pacific Holdings Pty
Ltd.
|
|
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Exhibit 10.12
|
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Side
Letter Deed dated September 25, 2017 between Bison Capital Partners
V, L.P., General Finance Corporation, GFN U.S. Australasia
Holdings, Inc., GFN Asia Pacific Holdings Pty Ltd. and GFN Asia
Pacific Holdings Pty Ltd.
|
|
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Exhibit 10.13
|
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Board
Observer Agreement dated September 25, 2017 between General Finance
Corporation and Bison Capital Partners V, L.P.
|
|
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Exhibit 10.14
|
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Registration
Rights Agreement dated September 25, 2017 between General Finance
Corporation and Bison Capital Partners V, L.P.
|
|
|
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Exhibit 10.15
|
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Guaranty
dated September 25, 2017 by GFN U.S. Australasia Holdings,
Inc.
|
|
|
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Exhibit 10.16
|
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Second
Amendment and Restatement Agreement dated June 12, 2017 among
General Finance Corporation, GFN U.S. Australasia Holdings, Inc.
and Credit Suisse AG, Singapore Branch (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K (File No. 001-32845)
filed on June 13, 2017)
|
|
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Exhibit 99.1
|
|
Press
Release dated September 25, 2017
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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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|
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GENERAL FINANCE CORPORATION
|
|
Dated: September 27, 2017
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By:
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/s/ CHRISTOPHER A. WILSON
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|
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Christopher A. Wilson
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General Counsel, Vice President and Secretary
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EXHIBIT INDEX
Exhibit No.
|
|
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.
(incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K (File No. 001-32845)
filed on September 22, 2017)
|
|
|
|
|
|
11.9%
Secured Senior Convertible Promissory Note dated September 25, 2017
by GFN Asia Pacific Holdings
Pty Ltd. and GFN Asia Pacific Finance Pty Ltd.
|
|
|
|
|
|
11.9%
Secured Senior Promissory Note dated September 25, 2017 by
GFN Asia Pacific Holdings Pty
Ltd. and GFN Asia Pacific Finance Pty Ltd.
|
|
|
|
|
|
Pledge
and Security Agreement dated September 25, 2017 by GFN Asia Pacific Holdings Pty Ltd. in favor
of Bison Capital Partners V, L.P.
|
|
|
|
|
|
Pledge
and Security Agreement dated September 25, 2017 by GFN U.S. Australasia Holdings, Inc. in
favor of Bison Capital Partners V, L.P.
|
|
|
|
|
|
Pledge
and Security Agreement dated September 25, 2017 by GFN U.S. Australasia Holdings, Inc. in
favor of Bison Capital Partners V, L.P.
|
|
|
|
|
|
Pledged
Account Agreement dated September 25, 2017 among D.A. Davidson
& Co., Bison Capital Partners V, L.P. and GFN Asia Pacific
Holdings Pty Ltd.
|
|
|
|
|
|
CHESS
Sponsorship Deed dated September 2017 by GFN Asia Pacific Holdings
Pty Ltd., Credit Suisse Equities (Australia) Limited and Bison
Capital Partners V., L.P.
|
|
|
|
|
|
General
Security Deed dated September 25, 2017 between Bison Capital
Partners V, L.P. and GFN Asia Pacific Finance Pty Ld.
|
|
|
|
|
|
General
Security Deed dated September 25, 2017 between Bison Capital
Partners V, L.P. and GFN U.S. Australasia Holdings,
Inc.
|
|
|
|
|
|
General
Security Deed dated September 25, 2017 between Bison Capital
Partners V, L.P. and GFN Asia Pacific Holdings Pty
Ltd.
|
|
|
|
|
|
Side
Letter Deed dated September 25, 2017 between Bison Capital Partners
V, L.P., General Finance Corporation, GFN U.S. Australasia
Holdings, Inc., GFN Asia Pacific Holdings Pty Ltd. and GFN Asia
Pacific Holdings Pty Ltd.
|
|
|
|
|
|
Board
Observer Agreement dated September 25, 2017 between General Finance
Corporation and Bison Capital Partners V, L.P.
|
|
|
|
|
|
Registration
Rights Agreement dated September 25, 2017 between General Finance
Corporation and Bison Capital Partners V, L.P.
|
|
|
|
|
|
Guaranty
dated September 25, 2017 by GFN U.S. Australasia Holdings,
Inc.
|
|
|
|
|
|
Second
Amendment and Restatement Agreement dated June 12, 2017 among
General Finance Corporation, GFN U.S. Australasia Holdings, Inc.
and Credit Suisse AG, Singapore Branch (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K (File No. 001-32845)
filed on June 13, 2017)
|
|
|
|
|
|
Press
Release dated September 25, 2017
|