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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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”)
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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 f
rom approximately 63.3% of the holders of the
Notes
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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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EXHIBIT
4.1
This
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental
Indenture”), dated as of October 31, 2018, among General
Finance Corporation, a Delaware corporation (the
“Company”), and Wells Fargo Bank, National Association,
as trustee (the “Trustee”).
RECITALS
WHEREAS, the
Company and the Trustee are parties to an indenture, dated as of
June 18, 2014 (the “Base Indenture”), providing for the
issuance by the Company from time to time of its debt securities to
be issued in one or more series;
WHEREAS, the
Company and the Trustee are parties to a first supplemental
indenture to the Base Indenture, dated as of June 18, 2014 (the
“First Supplemental Indenture” and, together with the
Base Indenture, the “Indenture”), creating a series of
debt securities designated as the “8.125% Senior Securities
due 2021” (the “Securities”). Capitalized terms
used but not defined herein have the meanings given to them in the
Indenture;
WHEREAS, Section
9.2 of the Base Indenture provides, among other things, that the
Company and the Trustee may amend or supplement the Base Indenture
with the consent of the Holders of a majority in principal amount
of the then outstanding Securities of each series affected by such
amendment or supplement (acting as a separate class);
WHEREAS, pursuant
to the terms of the Indenture, the Company desires to amend and
supplement Section 1.01 of the First Supplemental Indenture on the
terms set forth herein (collectively, the
“Amendments”);
WHEREAS, the
Company solicited, and has received, consent to the Amendments from
the Holders of at least a majority in principal amount of the
outstanding Securities upon the terms set forth in the
Company’s Consent Solicitation Statement dated October 16,
2018;
WHEREAS, pursuant
to Section 9.2 of the Base Indenture, the Trustee and the Company
are authorized to execute and deliver this Second Supplemental
Indenture to amend and supplement the First Supplemental Indenture;
and
WHEREAS, all
actions required to be taken by the Company under the Indenture to
make this Second Supplemental Indenture a valid, binding and legal
agreement of the Company have been taken.
WHEREAS, this
Supplemental Indenture shall not result in a material modification
of the Securities for purposes of compliance with the Foreign
Account Tax Compliance Act.
NOW,
THEREFORE, in consideration of the premises and for other good and
valuable consideration, the sufficiency and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
Section
1.01
Amendments
. Section 1.01 of the
First Supplemental Indenture is hereby amended and supplemented as
follows:
(a)
By adding the
following definition:
“Master Lease
Agreement” means any master lease agreement or lease
agreement as may be entered into from time to time by and among the
Company and/or any of its Restricted Subsidiaries, on the one hand,
and any lessor or lessors, on the other hand, evidencing a
Capitalized Lease Obligation.”
(b)
By deleting
paragraph (2) of the definition of “Permitted
Indebtedness” in its entirety and replacing it with the
following:
“Indebtedness
incurred pursuant to the Credit Agreement, including any permitted
refinancing thereof, in an aggregate principal amount at any time
outstanding not to exceed the greater of (i) $300 million (or $325
million upon the exercise of any $25 million accordion increase
under the Credit Agreement), less the amount or all required
permanent repayments (which are accompanied by a corresponding
permanent commitment reduction thereunder) and (ii) the Borrowing
Base, including any permitted refinancing
thereof;”
(c)
By deleting
paragraph (24) of the definition of “Permitted
Indebtedness” in its entirety and replacing it with the
following:
“Indebtedness
incurred pursuant to the Master Lease Agreement and any other
Capitalized Lease Obligation as the Company and/or its Restricted
Subsidiaries may enter into from time to time in an aggregate
amount at any time outstanding not to exceed $15
million;”
Section
1.02
Ratification of Indenture
. This
Second Supplemental Indenture is executed and shall be constructed
as an indenture supplement to the Indenture, and as supplemented
and modified hereby, the Indenture is in all respects ratified and
confirmed, and the Indenture and this Second Supplemental Indenture
shall be read, taken and constructed as one and the same
instrument.
Section
1.03
Trust Indenture Act Controls
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If any provision of this Second Supplemental Indenture limits,
qualifies or conflicts with another provision that is required or
deemed to be included in this Second Supplemental Indenture by the
TIA, the required or deemed provision shall control.
Section
1.04
Notices
. All notices and other
communications shall be given as provided in the
Indenture.
Section
1.05
Governing Law
. THIS SECOND
SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. EACH OF THE COMPANY, THE TRUSTEE AND THE HOLDERS
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL
INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED
HEREBY.
Section
1.06
Successors
. All agreements of
the Company in this Second Supplemental Indenture and the
Securities shall bind their successors. All agreements
of the Trustee in this Second Supplemental Indenture shall bind its
successors.
Section
1.07
Multiple Originals
. The parties
may sign any number of copies of this Second Supplemental
Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One
signed copy is enough to prove this Second Supplemental
Indenture. The exchange of copies of this Second
Supplemental Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of
this Second Supplemental Indenture as to the parties hereto and may
be used in lieu of the original First Supplemental Indenture for
all purposes. Signatures of the parties hereto
transmitted by facsimile or PDF shall be deemed to be their
original signatures for all purposes.
Section
1.08
Headings
. The headings of the
Sections of this Second Supplemental Indenture have been inserted
for convenience of reference only, are not intended to be
considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.
Section
1.09
Trustee Not Responsible for
Recitals
. The Trustee accepts the amendments of the
Indenture effected by this Second Supplemental Indenture, but on
the terms and conditions set forth in the Indenture, including the
terms and provisions defining and limiting the liabilities and
responsibilities of the Trustee. Without limiting the
generality of the foregoing, the recitals contained herein shall be
taken as statements of the Company, and the Trustee does not assume
any responsibility for their correctness. The Trustee
makes no representations as to (i) the validity or sufficiency of
this Second Supplemental Indenture or any of the terms or
provisions hereof, (ii) the proper authorization hereof by the
Company by action or otherwise, (iii) the due execution hereof by
the Company or (iv) the consequences of any amendment herein
provided for, and the Trustee makes no representation with respect
to any such matters, except that the Trustee represents that it is
duly authorized to execute and deliver this Second Supplemental
Indenture and perform its obligations hereunder.
Section
1.10
Binding Nature of Supplemental
Indenture
. The Company hereby represents and warrants that
this Second Supplemental Indenture is its legal, valid and binding
obligation, enforceable against it in accordance with its
terms.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed as of the date first written
above.
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COMPANY:
GENERAL FINANCE CORPORATION
By:
/s/ Christopher A.
Wilson
Name: Christopher A. Wilson
Title: General Counsel, Vice President & Secretary
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[
Signature Page to Second Supplemental
Indenture
]
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TRUSTEE:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
/s/ Maddy
Hughes
Name: Maddy Hughes
Title: Vice President
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[
Signature Page to Second Supplemental
Indenture
]
EXHIBIT 99.1
GENERAL FINANCE CORPORATION ANNOUNCES SUCCESSFUL COMPLETION OF
CONSENT SOLICITATION FOR ITS 8.125% SENIOR NOTES DUE
2021
PASADENA,
CA – October 31, 2018 – General Finance Corporation
(NASDAQ: GFN) (the “Company”) announced today the
successful completion of its previously announced solicitation of
consents (the “consent solicitation”) from holders of
its 8.125% Senior Notes due 2021 (the “Notes”) to
approve certain amendments (the “Proposed Amendments”)
to the indenture governing the Notes.
The
consent solicitation expired at 5:00 p.m., New York City time, on
October 31, 2018 (the “Expiration Time”). As of the
Expiration Time, the Company had received and accepted consents
from approximately 63.3% of the holders of the Notes. The consent
of holders of at least a majority in aggregate principal amount
outstanding of the Notes as of the Record Date (as defined in the
Consent Solicitation Statement) was required to approve the
Proposed Amendments.
Upon
the terms and subject to the conditions described in the Consent
Solicitation Statement dated October 16, 2018 (the “Consent
Solicitation Statement”), the Company will, promptly after
the Expiration Time, make a cash payment of $0.10 per $25.00 in
principal amount of Notes held by each holder of the Notes as of
the Record Date who has validly delivered and not validly revoked a
consent at or prior to the Expiration Time. The Company expects to
pay the consent fee on or about November 1, 2018.
The
Company has executed a supplemental indenture to the indenture
governing the Notes to give effect to the Proposed Amendments. The
supplemental indenture binds all holders of the Notes, including
those that did not give their consent, but holders who did not
validly deliver consents prior to the Expiration Time (or delivered
consents but properly revoked them) will not receive the consent
fee.
D.A.
Davidson & Co. acted as the solicitation agent for the consent
solicitation. Additional information concerning the terms and
conditions of the consent solicitation may be obtained from D.A.
Davidson & Co., Attn: Syndicate Department, 8 Third Street
North, The Davidson Building, Great Falls, MT 59404,
phone: 1-800-332-5915,
email: prospectusrequest@dadco.com.
Global
Bondholder Services Corporation acted as tabulation and information
agent. Copies of the Consent Solicitation Statement may be obtained
from Global Bondholder Services Corporation by calling (212)
430-3774 (banks and brokers) or (866) 470-3800 (toll-free) or by
email at contact@gbsc-usa.com or online at
http://www.gbsc-usa.com/generalfinance/
This
announcement is for informational purposes only and is neither an
offer to sell nor a solicitation of an offer to buy the Notes or
any other securities. This announcement is also not a solicitation
of consents with respect to the Proposed Amendments or any
securities. The solicitation of consents was made only pursuant to
the terms of the Consent Solicitation Statement. The solicitation
of consents was not made in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such
solicitation under applicable state or foreign or “blue
sky” laws.
Cautionary
Statement about Forward-Looking Statements
Certain statements in this press release, including those
describing the consent solicitation, constitute forward-looking
statements. These statements are not historical facts but instead
represent the Company’s beliefs regarding future events, many
of which, by their nature, are inherently uncertain and outside of
the Company’s control. It is possible that actual results
will differ, possibly materially, from the anticipated results
indicated in these statements. Factors that could cause actual
results to differ, possibly materially, from those in the
forward-looking statements are discussed in the Company’s
periodic filings with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
Furthermore, unless otherwise stated, the forward-looking
statements contained in this press release are made as of the date
of the press release, and the Company does not undertake any
obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required by applicable
law.
About General Finance Corporation
Headquartered
in Pasadena, California, General Finance Corporation (NASDAQ: GFN,
www.generalfinance.com
) is a
leading specialty rental services company offering portable
storage, modular space and liquid containment solutions.
Management’s expertise in these sectors drives disciplined
growth strategies, operational guidance, effective capital
allocation and capital markets support for the Company’s
subsidiaries. The Company’s Asia-Pacific leasing operations
in Australia consist of wholly-owned Royal Wolf Trading Australia
Pty Limited (
www.royalwolf.com.au
) and Royal Wolf
Trading New Zealand Limited (
www.royalwolf.co.nz
), the leading providers
of portable storage solutions in those countries. The
Company’s North America leasing operations consist of
wholly-owned subsidiaries Pac-Van, Inc. (
www.pacvan.com
) and Lone Star Tank Rental
Inc. (
www.lonestartank.com
),
providers of portable storage, office and liquid storage tank
containers, mobile offices and modular buildings. The Company also
owns Southern Frac, LLC (
www.southernfrac.com
), a manufacturer of
portable liquid storage tank containers and, under the trade name
Southern Fabrication Specialties (
www.southernfabricationspecialties.com
),
other steel-related products in North America.
Investor/Media Contact
Larry
Clark
Financial
Profiles, Inc.
310-622-8223
