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 11, 2009
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
in this Report to “we,” “us,” “our” or the “company” refer to General Finance
Corporation, a Delaware corporation (“GFN”), and its direct and indirect
subsidiaries, including GFN North America Corp., a Delaware corporation, and its
subsidiary Pac-Van, Inc., an Indiana corporation, GFN Mobile Storage Inc., a
Delaware corporation, and GFN U.S. Australasia Holdings, Inc., a Delaware
corporation, its subsidiary GFN Australasia Holdings Pty Limited, an Australian
corporation, its subsidiary GFN Australasia Finance Pty Limited, an Australian
corporation, and its subsidiary RWA Holdings Pty Limited, an Australian
corporation (“RWA”). RWA and its subsidiaries are collectively referred to in
this Report as “Royal Wolf.”
TABLE OF
CONTENTS
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Page
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Unregistered Sales of Equity
Securities
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1
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Other Events
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1
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Financial Statements and
Exhibits
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1
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EXHIBIT
10.1
EXHIBIT
10.2
EXHIBIT
99.1
i
Item
3.02 Unregistered Sales of Equity Securities
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
November 11, 2009, the Company completed the third closing of the Offering (the
“Third Closing”) pursuant to a stock purchase agreement dated November 11,
2009. The form of Series A Preferred Stock Purchase Agreement is
filed as Exhibit 10.1 and incorporated by reference herein. Total
proceeds from the second closing were approximately $50,000. 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.
In
connection with the Offering, the Company and the Investors entered into a
Registration Rights Agreement under which the Company agreed to register for
public trading the Series A Preferred Stock no later than February 13,
2010. The form of Registration Rights Agreement is filed as Exhibit
10.2 and incorporated by reference herein.
The
Company did not pay any commissions in connection with the sale of Series A
Preferred Stock in the Third Closing.
Item
8.01 Other Events
On
November 11, 2009 GFN issued a press release which announced its consolidated
financial results for the first quarter ended September 30, 2009. The
press release also announced that a conference call is scheduled for Thursday,
November 12, 2009 at 11:30 a.m. (EDT) to discuss these results. The conference
call number for U.S. participants is (866) 901-5096, the conference call number
for participants outside the U.S. is (706) 643-3717 and the conference ID number
for both conference call numbers is 37269963. A replay of the
conference call may be accessed through November 27, 2009 by U.S. callers by
calling (800) 642-1687 or by callers outside the U.S. by calling (706) 645-9291;
both U.S. callers and callers outside of the U.S. will utilize conference ID
number 37269963 to access the replay of the conference call.
A copy of
the press release of GFN dated November 11, 2009 is attached as Exhibit 99.1 and
is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits
Exhibits:
10.1 Form
of Series A Preferred Stock Purchase Agreement
10.2 Form
of Registration Rights Agreement
99.1 Press
Release of GFN dated November 11, 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.
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GENERAL
FINANCE CORPORATION
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Dated:
November 12, 2009
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By:
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/s/
CHRISTOPHER A. WILSON
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Christopher
A. Wilson
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Vice
President, General Counsel & Secretary
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EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
Description
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10.1
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Form
of Series A Preferred Stock Purchase Agreement
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10.2
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Form
of Registration Rights Agreement
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99.1
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Press
Release of GFN dated November 11,
2009
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3