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): August 17,
2017
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 to “we,” “us,”
“our” or the “Company” refer to General
Finance Corporation, a Delaware corporation, 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; GFN
North America Corp., a Delaware corporation; GFN Realty Company,
LLC, a Delaware limited liability company; GFN Manufacturing
Corporation, a Delaware corporation, and its subsidiary, Southern
Frac, LLC, a Texas limited liability company (collectively
“Southern Frac”); Royal Wolf Holdings Limited, an
Australian corporation publicly traded on the Australian Securities
Exchange (collectively with its Australian and New Zealand
subsidiaries, “Royal Wolf”); Pac-Van, Inc., an Indiana
corporation , and its Canadian subsidiary, PV Acquisition Corp., an
Alberta corporation, doing business as “Container King”
(collectively “Pac-Van”); and Lone Star Tank Rental
Inc., a Delaware corporation (“Lone
Star”).
TABLE OF CONTENTS
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Page
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Item 1.01
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Entry into a Definitive Material 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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1
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Exhibit 10.1
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Waiver
of Certain Closing Conditions dated August 17, 2017 by and among
Bison Capital Partners V, LP, General Finance Corporation, GFN U.S.
Australasia Holdings, Inc., GFN Asia Pacific Holdings Pty Ltd. and
GFN Asia Pacific Finance Pty Ltd.
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Item 1.01 Entry into a Definitive Material
Agreement
Bison
Capital Partners V, LP (“Bison”), General Finance
Corporation (“GFN”), GFN U.S. Australasia Holdings,
Inc. (“GFN U.S.”), GFN Asia Pacific Holdings Pty Ltd.
(“Holdings”) and GFN Asia Pacific Finance Pty Ltd.
(“Finance” and collectively with GFN, GFN U.S. and
Holdings, the “GFN Parties”) entered into that certain
Securities Purchase Agreement dated July 13, 2017 (the
“Securities Purchase Agreement”). The principal purpose
of the Securities Purchase Agreement is for Bison to provide $80
million of financing for the off-market takeover bid (the
“Bid”) to acquire the 49,188,526 publicly traded shares
(the “Shares” or “Minority Interest”) of
Royal Wolf Holdings Limited (“Royal Wolf”) not
currently owned by GFN and its subsidiaries.
The
Securities Purchase Agreement contains certain conditions to the
closing of Bison’s obligation to purchase the promissory
notes of Holdings and Finance, including a condition (the
“Minimum Acceptance Condition”) that Holdings acquire
acceptances to the Bid of Shares representing (i) at least 75% of
the Minority Interest and (ii) at least 90% of all outstanding
Royal Wolf ordinary shares.
On
August 17, 2017 Bison and the GFN Parties entered into a waiver
which waives as conditions to closing under the Securities Purchase
Agreement that the Minimum Acceptance Condition be met and that
Holdings must have entered into one or more agreements placing a
security interest over all Royal Wolf ordinary shares owned by GFN
and its subsidiaries.
The
foregoing description of the waiver is qualified in its entirety by
the waiver, 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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Waiver
of Certain Closing Conditions dated August 17, 2017 by and among
Bison Capital Partners V, LP, General Finance Corporation, GFN U.S.
Australasia Holdings, Inc., GFN Asia Pacific Holdings Pty Ltd. and
GFN Asia Pacific Finance Pty Ltd.
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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: August 21, 2017
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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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10.1
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Waiver
of Certain Closing Conditions dated August 17, 2017 by and among
Bison Capital Partners V, LP, General Finance Corporation, GFN U.S.
Australasia Holdings, Inc., GFN Asia Pacific Holdings Pty Ltd. and
GFN Asia Pacific Finance Pty Ltd.
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EXHIBIT 10.1
WAIVER OF CERTAIN CLOSING CONDITIONS
Dated: August 17, 2017
Reference
in this waiver letter (this “
Waiver
”) is hereby made
to the Securities Purchase Agreement by and among Bison Capital
Partners V, L.P., General Finance Corporation, GFN U.S. Australasia
Holdings, Inc., GFN Asia Pacific Holdings Pty Ltd.., and GFN Asia
Pacific Finance Pty Ltd., dated as of July 13, 2017 (the
“
Purchase
Agreement
”). Capitalized terms used but not otherwise
defined in this Waiver shall have the meanings ascribed to them in
the Purchase Agreement.
In
accordance with
Section
15.1
of the Purchase Agreement, Purchaser
hereby:
1.
waives as a
condition to its obligation to consummate the transactions
contemplated by the Purchase Agreement, the requirement in
Section 7.18
of the
Purchase Agreement that
the condition
in Section 9.8(a) of the Bidder’s Statement must have been
fulfilled or waived at the end of the Offer Period (as defined in
the Bidder’s Statement).
2.
waives as a
condition to its obligation to consummate the transactions
contemplated by the Purchase Agreement, the requirement in
Section 7.19(e)
of
the Purchase Agreement (but, to be clear, not any other requirement
of
Section 7.19
)
such that it reads, after the effectiveness of this Waiver, as
follows:
“(e) At the
earliest possible time permitted under the terms of the takeover
bid set out in the Bidder’s Statement, Holdings must have
entered into one or more CHESS Agreements relating to all of the
Capital Stock (together with undated stock transfer forms executed
in blank) of Royal Wolf Holdings acquired or to be acquired
pursuant to the takeover bid set out in the Bidder’s
Statement.”
Except
as specifically set forth in this Waiver, the Purchase Agreement
Agreement shall remain in full force and effect and this Waiver
shall not be deemed to constitute a waiver or modification of any
other representation, warranty, condition or covenant contained in
the Purchase Agreement.
[Remainder of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the parties have executed this Waiver as of the
day and year first above written.
"PURCHASER"
BISON
CAPITAL PARTNERS V, L.P., a Delaware limited
partnership
By:
BISON CAPITAL PARTNERS V GP, L.P., a Delaware limited partnership,
its general partner
By:
BISON CAPITAL PARTNERS GP, LLC, a Delaware limited liability
company, its general partner
By:
/s/ Douglas B.
Trussler
Name:
Douglas B. Trussler
Title:
Managing Member
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"GFN"
GENERAL
FINANCE CORPORATION
By:
/s/ Ronald V.
Valenta
Name:
Ronald F. Valenta
Title:
Chief Executive Officer
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"GFN
(US)"
GFN
U.S. AUSTRALASIA HOLDINGS, INC.
By:
/s/ Charles E.
Barrantes
Name:
Charles E. Barrantes
Title:
Chief Financial Officer
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"COMPANY"
OR “HOLDINGS”
GFN
ASIA PACIFIC HOLDINGS PTY LTD.
By:
/s/ Charles E.
Barrantes
Name:
Charles E. Barrantes
Title:
Director
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“FINANCE”
GFN
ASIA PACIFIC FINANCE PTY LTD.
By:
/s/ Christopher A.
Wilson
Name:
Christopher A. Wilson
Title:
Director
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