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): July 12,
2019
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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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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
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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.
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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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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 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 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 99.1
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Press
Release of GFN dated July 12, 2019
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Item 8.01 Other Events
On July 12, 2019 GFN announced
that the GFN
board of directors has declared a cash dividend of $2.30 per share
on the 9.00% Series C Cumulative Redeemable Perpetual Preferred
Stock of GFN (the “Series C Preferred Stock”) that is
payable with respect to the period commencing on April 28, 2019 and
ending on July 30, 2019. This dividend is payable on July 31, 2019
to Series C Preferred Stockholders of record as of July 30,
2019.
A
copy of the press release of GFN dated July 12, 2019 is attached as
Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and
Exhibits
Exhibit
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Exhibit
Description
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99.1
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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: July 12, 2019
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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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99.1
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EXHIBIT
99.1
GENERAL FINANCE CORPORATION DECLARES DIVIDEND OF $2.30 PER SHARE ON
ITS 9.00% SERIES C CUMULATIVE REDEEMABLE PERPETUAL PREFERRED
STOCK
PASADENA,
CA – July 12, 2019 – General Finance Corporation
(NASDAQ:GFN), a leading specialty rental services company offering
portable storage, modular space and liquid containment solutions
(the “Company”), announced today that in accordance
with the terms of its 9.00% Series C Cumulative Redeemable
Perpetual Preferred Stock (NASDAQ:GFNCP) (the “Series C
Preferred Stock”), the Board of Directors has declared a cash
dividend of $2.30 per share. The dividend is the twenty-fifth
dividend being paid by the Company on its Series C Preferred Stock
and is payable with respect to the period commencing on April 30,
2019 and ending on July 30, 2019. This dividend is payable on July
31, 2019 to preferred stockholders of record as of July 30,
2019.
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 and New Zealand consist of wholly-owned subsidiary
Royal Wolf Holdings Pty Ltd (
www.royalwolf.com.au
),
the leading provider of portable storage solutions in those
regions. 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