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): October 31,
2018
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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☐
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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 (“GFN”),
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 (“GFNNA Leasing”);
GFN North America Corp., a Delaware corporation
(“GFNNA”); GFN Realty Company, LLC, a Delaware limited
liability company (“GFNRC”); GFN Manufacturing Corporation, a Delaware
corporation (“GFNMC”), and its subsidiary, Southern
Frac, LLC, a Texas limited liability company (collectively
“Southern Frac”); Pac-Van, Inc., an Indiana
corporation, and its Canadian subsidiary, PV Acquisition Corp., an Alberta corporation
(collectively “Pac-Van”); and Lone Star Tank Rental
Inc., a Delaware corporation (“Lone Star”); GFN
Asia Pacific Holdings Pty Ltd, an Australian corporation
(“GFNAPH”), and its subsidiary, Royal Wolf Holdings
Limited, an Australian corporation (“RWH”), and its
Australian and New Zealand subsidiaries (collectively, “Royal
Wolf”).
TABLE OF CONTENTS
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Page
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Item
1.01
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Entry
Into a Material Agreement
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1
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Item 3.03
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Material Modification to Rights of Security Holders
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1
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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1
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Item 8.01
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Other Events
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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 4.1
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Second
Supplemental Indenture dated as of October 31, 2018, between
General Finance Corporation and Wells Fargo Bank, National
Association, as trustee.
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Exhibit 99.1
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Press
Release of GFN dated October 31, 2018
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Item 1.01 Entry Into a Material Definitive
Agreement
In connection with the Consent Solicitation
Statement dated October 16, 2018 (the “Consent Solicitation
Statement”) in respect of the Company’s 8.125% Senior
Notes due 2021 (the “Notes”) issued pursuant to the
First Supplemental Indenture (the “First Supplemental
Indenture”) dated as of June 18, 2014 by and between GFN and
Wells Fargo Bank National Association, as trustee (the
“Trustee”), the Company and the Trustee entered into a
Second Supplemental Indenture (the “Second Supplemental
Indenture”), dated as of October 31, 2018, following receipt
of consents from approximately 63.3% of the holders of the
Notes.
The
Second Supplemental Indenture modifies the First Supplemental
Indenture to permit the Company and its restricted subsidiaries to
incur additional indebtedness from time to time, including pursuant
to the Company’s existing credit agreement and existing
master capital lease agreement, or such new capital lease
obligations as the Company and its restricted subsidiaries may
enter into from time to time.
This
description of the Second Supplemental Indenture and related
matters is not complete and is qualified in its entirety by the
actual terms of the Supplemental Indenture, a copy of which is
incorporated herein by reference and attached hereto as Exhibit
4.1.
Item 3.03 Material Modification to Rights of Security
Holders
The
disclosure required by this item is included in Item 1.01,
“Entry Into a Material Definitive Agreement,” and is
incorporated by reference.
Item 5.07 Submission of Matters to a Vote of
Security Holders
Holders
of Notes in the aggregate principal amount of $48,954,950 consented
to amend the First Supplement Indenture under the terms of the
Second Supplemental Indenture.
The
disclosure required by this item is included in Item 1.01,
“Entry Into a Material Definitive Agreement,” and is
incorporated by reference.
Item 8.01 Other Events
On
October 31, 2018 GFN issued a press release announcing the
successful completion of the consent solicitation from holders of
its 8.125% Senior Notes due 2021 that commenced on October 16,
2018. The consent solicitation approved the amendment to the
indenture governing the Notes.
A
copy of the press release of GFN dated October 31, 2018 is attached
as Exhibit 99.1 and is incorporated by reference
herein.
Item 9.01 Financial Statements and
Exhibits
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Exhibit
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Exhibit
Description
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4.1
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Second
Supplemental Indenture dated as of October 31, 2018, between
General Finance Corporation and Wells Fargo Bank, National
Association, as trustee.
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99.1
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Press
Release of GFN dated October 31, 2018
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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: October 31, 2018
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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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Second
Supplemental Indenture dated as of October 31, 2018, between
General Finance Corporation and Wells Fargo Bank, National
Association, as trustee.
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Press
Release of GFN dated October 31, 2018
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