First
Amendment to Stockholders Agreement
In
connection with the acquisition of Pac-Van, Ronald F. Valenta, Ronald L. Havner,
Jr. and D.E. Shaw Laminar Portfolios, L.L.C. ("D.E. Shaw") entered into that
certain Stockholders Agreement dated October 1, 2008 (the “Stockholders
Agreement”). The Stockholders Agreement prohibited two of its
directors, Ronald F. Valenta and Ronald L. Havner, Jr., and a mezzanine debt
holder, D. E.
Shaw, from purchasing additional shares of General Finance common stock prior to
June 30, 2009.
In light
of continuing stock market volatility, on March 31, 2009, General Finance,
D.E. Shaw and Messrs. Valenta and Havner entered into that certain First
Amendment to Stockholders Agreement (“First Amendment”) that will permit Mr.
Valenta, Mr. Havner and D.E. Shaw to purchase additional shares of General
Finance common stock prior to June 30, 2009, provided that certain conditions
were met: (1) prior to June 30, 2009 the stockholders would not purchase 50% or
more of the outstanding shares of common stock of the Company; (2) between March
31, 2009 and June 30, 2009 the stockholders would not spend more than $1 million
to purchase outstanding shares of common stock of the Company; (3) prior to June
30, 2009 the stockholders would suspend open market purchases of the Company’s
common stock if the Company commenced a public offering of securities; and (4)
the stockholders and the Company would issue a press release that publicly
discloses the First Amendment prior to commencement of any purchases permitted
by the First Amendment.
The
foregoing description of the First Amendment is qualified in its entirety by the
First Amendment, which is attached hereto as Exhibit 10.1 hereto and is
incorporated by reference herein.
Letter
Agreement
Mr.
Valenta executed and delivered to Mr. Havner a Letter Agreement dated March 30,
2009 under which Mr. Valenta promised not to sell his General Finance securities
for four years without the prior consent of Mr. Havner.
The
foregoing description of the Letter Agreement is qualified in its entirety by
the Letter Agreement, which is attached hereto as Exhibit 10.2 hereto and is
incorporated by reference herein.
The
Company is conducting a private placement of Series A 12.5% Cumulative Preferred
Stock, par value $0.0001 per share and liquidation preference of $50 per share
(“Series A Preferred Stock”), in reliance upon the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and Rule 506 promulgated thereunder pursuant to which it
seeks to raise an aggregate amount of $15,000,000 (the “Offering”).
On April
1, 2009, the Company completed the second closing of the Offering pursuant to
stock purchase agreements dated April 1, 2009. Total proceeds from
the second closing were approximately $70,000. Pursuant to the
Certificate of Designation for the Series A Preferred Stock, each share of
Series A Preferred Stock will pay cumulative cash distributions at a rate of
12.5% per annum, subject to declaration by the board of directors of the
Company. The Series A Preferred Stock is not convertible into common
stock.
The
Company intends to use the proceeds from the Offering to acquire portable
storage companies in the United States through its subsidiary GFNMS, to acquire
portable storage companies in new markets outside of the United States and
Australia and for general corporate purposes of the Company. We may also use the
net proceeds of this offering to grow the business of its subsidiary Royal Wolf
in Australia, New Zealand or other markets or to grow the business of Pac-Van in
the United States or other markets, in each case through a variety of means
which could include repayment of amounts outstanding under a senior secured loan
facility or subordinated debt, investment in lease fleet or sales inventory, the
completion of additional acquisitions or use of such funds for general corporate
purposes.
The
Series A Preferred Stock sold offering in the Offering has not been registered
under the Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
Based on the representations made in the transaction documents, the Company
believes that the purchasers of Series A Preferred Stock are “accredited
investors,” as such term is defined in Rule 501(a) promulgated under the
Securities Act. This disclosure does not constitute an offer to sell or the
solicitation of an offer to buy any the Company’s securities, nor will there be
any sale of these securities by the Company in any state or jurisdiction in
which the offer, solicitation or sale would be unlawful.
On April
1, 2009 we issued a press release announcing the amendment to the Stockholders
Agreement.
A copy of
the press release is attached as Exhibit 99.1 and is incorporated by reference
herein.
General
Finance will make presentations from time to time during the period prior to the
filing of its Quarterly Report on Form 10-Q in May 2009. The
materials for the presentations to investors are furnished hereunder as Exhibit
99.2.
In
accordance with general instruction B.2 to Form 8-K, information in this Item
8.01 and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of such section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Exhibits:
|
10.1
|
First
Amendment to Stockholders Agreement dated March 31,
2009
|
|
10.2
|
Letter
Agreement dated March 30,
2009
|
|
99.1
|
Press
Release dated April 1, 2009
|
|
99.2
|
General
Finance Corporation Investor Presentation dated April
2009
|
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
|
|
|
Dated:
April 1, 2009
|
By:
|
/s/
Christopher A. Wilson
|
|
|
|
|
General
Counsel, Vice President & Secretary
|
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Exhibit
Description
|
|
10.1
|
First
Amendment to Stockholders Agreement dated March 31,
2009
|
|
10.2
|
Letter
Agreement dated March 30, 2009
|
|
99.1
|
Press
Release dated April 1, 2009
|
|
99.2
|
General
Finance Corporation Investor Presentation dated April
2009
|