UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14,
2020
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General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
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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)
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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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Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, $0.0001 par value
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GFN
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NASDAQ Global Market
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9.00% Series C Cumulative Redeemable Perpetual Preferred Stock
(Liquidation Preference $100 per share)
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GFNCP
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NASDAQ Global Market
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8.125%
Senior Notes due 2021
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GFNSL
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NASDAQ Global Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
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 Pty
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 Definitive Agreement
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1
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Item 9.01
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Financial Statements and Exhibits
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2
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EXHIBIT
10.1
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Amendment
No. 9 to Amended and Restated Credit Agreement dated as of February
14, 2020 among Wells Fargo Bank,
National Association ("Wells Fargo"), East West Bank ("East West"),
CIT Bank, N.A. (“CIT”), CIBC Bank USA
(“CIBC”), Key Bank, National Association (“Key
Bank”), Bank Hapoalim, B.M. (“BHI”), Associated
Bank (“Associated”), Bank of the West ("BOTW" and
collectively with Wells Fargo, East West, CIT, CIBC, Key Bank, BHI
and Associated, the "Lenders"), Pac-Van, Inc., Lone Star
Tank Rental Inc., GFN Realty Company, LLC and
Southern Frac, LLC and the Guarantor Acknowledgement dated
February 14, 2020 by PV Acquisition Corp. and
GFN Manufacturing Corporation
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Item 1.01 Entry Into A Material Definitive
Agreement
On
February 14, 2020, Wells Fargo Bank,
National Association ("Wells Fargo"), East West Bank ("East West"),
CIT Bank, N.A. (“CIT”), CIBC Bank USA
(“CIBC”), Key Bank, National Association (“Key
Bank”), Bank Hapoalim, B.M. (“BHI”), Associated
Bank (“Associated”), Bank of the West ("BOTW" and
collectively with Wells Fargo, East West, CIT, CIBC, Key Bank, BHI
and Associated, the "Lenders"), Pac-Van, Inc.
(“Pac-Van”), Lone Star Tank Rental Inc. (“Lone
Star”), GFN Realty Company, LLC
(“GFNRC”) and Southern Frac, LLC (“Southern
Frac” and collectively with Pac-Van, Lone Star and GFNRC, the
“Borrowers”) entered into
that certain Amendment No. 9 (the “Amendment”) to the
Amended and Restated Credit Agreement dated April 7, 2014 (as
amended to date, the “Credit
Agreement”).
The Amendment amended the terms and conditions of
the Credit Agreement relating to the senior credit facility (the
“Credit Facility”) of the Borrowers. The Amendment
amended certain terms of the Credit Agreement, including, without
limitation, adjusting the maximum commitments of the Lenders under
the Credit Agreement, increasing the maximum amount that may be
borrowed by the Borrowers under the Credit Agreement from
$260,000,000 to $285,000,000 and retaining an accordion feature
that may be exercised by Borrowers, subject to the terms in the
Credit Agreement, to increase the maximum amount that may be
borrowed under the Credit Agreement by an additional
$25,000,000.
The
Amendment amended the Credit Agreement to specify the future
conditions under which the Credit Agreement’s current
LIBOR-based interest rate could be replaced in the future with an
alternate benchmark interest rate.
The
Amendment also amended the Credit Agreement to specify the
conditions that would need to be met if GFN were to borrow funds
under the Credit Agreement to facilitate the refinancing or
repayment of GFN’s 8.125% Senior Notes due 2021 or to
facilitate the repayment of all or a portion of 9.00% Series C
Cumulative Redeemable Perpetual Preferred Stock.
The
foregoing description of the Amendment is qualified in its entirety
by the Amendment, which is attached hereto as Exhibit 10.1 hereto
and is incorporated by reference herein.
Item 9.01 Financial Statements and
Exhibits
Exhibit
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Exhibit
Description
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10.1
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Amendment No. 9 to
Amended and Restated Credit Agreement dated as of February 14, 2020
among Wells Fargo Bank, National
Association ("Wells Fargo"), East West Bank ("East West"), CIT
Bank, N.A. (“CIT”), CIBC Bank USA (“CIBC”),
Key Bank, National Association (“Key Bank”), Bank
Hapoalim, B.M. (“BHI”), Associated Bank
(“Associated”), Bank of the West ("BOTW" and
collectively with Wells Fargo, East West, CIT, CIBC, Key Bank, BHI
and Associated, the "Lenders"), Pac-Van, Inc., Lone Star
Tank Rental Inc., GFN Realty Company, LLC and
Southern Frac, LLC and the Guarantor Acknowledgement dated
February 14, 2020 by PV Acquisition Corp. and
GFN Manufacturing Corporation
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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: February 14, 2020
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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
Exhibit
Number
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Exhibit Description
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10.1
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Amendment
No. 9 to Amended and Restated Credit Agreement dated as of February
14, 2020 among Wells Fargo Bank,
National Association ("Wells Fargo"), East West Bank ("East West"),
CIT Bank, N.A. (“CIT”), CIBC Bank USA
(“CIBC”), Key Bank, National Association (“Key
Bank”), Bank Hapoalim, B.M. (“BHI”), Associated
Bank (“Associated”), Bank of the West ("BOTW" and
collectively with Wells Fargo, East West, CIT, CIBC, Key Bank, BHI
and Associated, the "Lenders"), Pac-Van, Inc., Lone Star
Tank Rental Inc., GFN Realty Company, LLC and
Southern Frac, LLC and the Guarantor Acknowledgement dated
February 14, 2020 by PV Acquisition Corp. and
GFN Manufacturing Corporation
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