Unassociated Document
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 14, 2007
General
Finance Corporation
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
|
000-32845
(Commission
File Number)
|
32-0163571
(I.R.S.
Employer Identification No.)
|
| |
|
|
260
South Los Robles, Suite 217
Pasadena,
California
(Address
of Principal Executive Offices)
|
91101
(Zip
Code)
|
(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):
¨
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))
EXPLANATORY
NOTE
Conversion
Rates
Some
of
the financial terms and provisions of the material definitive agreements and
the
asset acquisition described in this Report are denominated in Australian
dollars. For convenience, these Australian dollar amounts have been converted
into U.S. dollars. One U.S. dollar was equivalent to .896 Australian
dollars based on currency exchange rates in effect on November 15,
2007.
Statements in this Report regarding equivalent U.S. dollars are based on this
currency exchange rate. The currency exchange rate in effect at any future
date
also may be different from the 1-for-.896 rate generally reflected in this
Report. Because our business is presently conducted entirely within Australia,
our consolidated financial results stated in U.S. dollars will fluctuate in
accordance with changes in currency exchange rates.
TABLE
OF CONTENTS
| |
Page
|
|
Item
1.01
|
Entry
Into a Material Definitive Agreement
|
3
|
| |
|
|
|
Item
2.01
|
Completion
of Acquisition or Disposition of Assets
|
3
|
| |
|
|
|
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant
|
3
|
ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On
November 14, 2007, GFN Australasia Finance Pty Limited (“GFN Finance”) and its
subsidiary Royal Wolf Trading Australia Pty Ltd (“Royal Wolf”) entered into that
certain Business Sale Agreement dated November 14, 2007 (the “Business Sale
Agreement”) with GE SeaCo Australia Pty Ltd. and GE SeaCo SRL. GFN Finance and
Royal Wolf are 86.2% owned subsidiaries of General Finance Corporation (“GFN”).
GFN and its subsidiaries, including without limitation GFN Finance and Royal
Wolf, are sometimes collectively referred to in this Report as “we,” “us” or the
“Company.” GE SeaCo Australia Pty Ltd is owned by GE SeaCo SRL, which is a joint
venture between Genstar Container Corporation (a subsidiary of General Electric)
and Sea Containers Ltd. Sea Containers Ltd. is in bankruptcy reorganization.
Pursuant
to the Business Sale Agreement, on November 15, 2007 we purchased the assets
of
GE SeaCo used in its dry and refrigerated container business in Australia and
Papua New Guinea. These assets included principally 6,338 dry and refrigerated
containers, the related customer lease agreements and the goodwill of the
business. At the closing, approximately 4,600 of the purchased containers were
under lease. The Business Sale Agreement contains a three-year non-competition
agreement from GE SeaCo and certain affiliates covering Australia and Papua
New Guinea.
The
purchase price was $17,920,000. The purchase price was paid to the seller at
the
closing less – a holdback of U.S. $896,000 deposited into an escrow account for
one year to provide a source of funds for damages from breach of representations
and warranties by GE SeaCo and any post-closing purchase price adjustments.
Royal
Wolf funded the purchase with capital contributions and borrowings under its
credit facility with Australia and New Zealand Banking Group (“ANZ”). The
capital contributions originated from GFN and Bison Capital Australia, L.P.,
which owns a 13.8% interest in GFN US Australia Holdings, Inc., the parent
of
GFN Finance. In connection with this transaction, Royal Wolf increased the
total
facility limit under the ANZ credit facility to A$70,000,000 (US $62,720,000
as
of November 15, 2007). See Item 2.03 below.
At
the
closing, Royal Wolf entered in a Preferred Supply Agreement with GE SeaCo.
Under
the supply agreement, GE SeaCo has agreed sell to Royal Wolf, and Royal Wolf
has
agreed to purchase, all of GE SeaCo’s containers that GE SeaCo determines to
sell, up to a maximum of 5,000 containers each year. The purchase price for
the
containers will be based on their condition and is specified in the agreement,
subject to annual adjustment. In addition, Royal Wolf received a right of first
refusal to purchase any additional containers that GE SeaCo desires to sell
in
Australia, New Zealand and Papua New Guinea. Either party may terminate the
Agreement upon not less than 90 days’ prior notice at any time after November
15, 2012.
ITEM 2.01 COMPLETION
OF ACQUISITION OR DISPOSITION OF ASSETS
On
November 15, 2007, we completed the acquisition of the dry and refrigerated
container business of GE SeaCo in Australia and Papua New Guinea. See Item
1.01,
which is incorporated herein by this reference..
ITEM 2.03 CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT
In
connection with the closing of the assets under the Business Sale Agreement,
our
existing senior credit facility with ANZ was amended to increase total facility
limit to A$70,000,000 (US$62,720,000
as of November 15, 2007) and to add a covenant that our consolidated senior
interest coverage ratio for each financial quarter on a rolling 12-month basis
will not, as at the compliance dates, be less than:
| · |
2.50:1
quarterly through June 30, 2008.
|
| · |
3.00:1
as at September 30, 2008, and thereafter through June 30,
2009.
|
| · |
3.50:1
as at September 30, 2009, and thereafter through June 30,
2010.
|
| · |
4.00:1
as at September 30, 2010, and thereafter through
maturity.
|
ITEM 9.01
EXHIBITS
Exhibit
99.1 Press Release of General Finance Corporation dated November 14,
2007
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.
| |
|
|
| |
GENERAL
FINANCE
CORPORATION |
|
|
|
| Date: November
20, 2007 |
By: |
/s/ JOHN
O.
JOHNSON |
| |
John
O. Johnson |
| |
Chief
Operating Officer |