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): September 10,
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 subsidiaries, GFN Asia Pacific
Finance Pty Ltd, an Australian corporation (“GFNAPF”),
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 3.02
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Unregistered Sales of Equity Securities
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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 3.02. Unregistered Sales of Equity Securities.
The
information included in Item 8.01 of this Current Report is hereby
incorporated by reference into this Item 3.02.
Item 8.01 Other Events
On September 19, 2017 Bison Capital Partners V.,
L.P. (“Bison”), GFN, GFN U.S. and two of their
Australian subsidiaries, 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 Amended and Restated Securities Purchase Agreement dated
September 19, 2017 (the “Amended Securities Purchase
Agreement”). On September 25, 2017, Holdings and Finance
issued and sold to Bison an 11.9% secured senior convertible
promissory note in the original principal amount of $26,000,000
(the “Convertible Note”) pursuant to the Amended
Securities Purchase Agreement in connection with the
Company’s acquisition of all of the outstanding
publicly-traded shares of its subsidiary Royal Wolf not owned by
the Company which was completed on October 31, 2017.
The
Convertible Note grants Holdings and Finance the right to force the
holders of the Convertible Note to convert all or a portion of the
Convertible Note into shares of GFN common stock based upon a price
of $8.50 per share, subject to adjustment as described in the
Convertible Note, if the following conditions are met: (i) GFN
common stock trades above 150% of the conversion price over 30
consecutive trading days and (ii) the aggregate dollar value of all
GFN common stock traded on NASDAQ exceeds $600,000 over a period of
20 consecutive days. The Convertible Note defines the satisfaction
of these conditions as a “Conversion Threshold
Event.”
A Conversion Threshold Event occurred on September
5, 2018 and on September 6, 2018 the GFN Parties elected to force
the conversion of the Convertible Notes at its meeting of the GFN
Board of Directors. On September 10, 2018 the GFN Parties delivered
a notice to the holders of the Convertible Notes requiring the
conversion of all of the principal amount of the Convertible
Notes into 3,058,824 shares of the Company’s common
stock at the price of $8.50 per share, effective September 10,
2018. As of June 30, 2018, the Company had 27,017,606 shares of
common stock outstanding.
With
the conversion, the Company’s leverage ratio improves from
4.6x to approximately 4.3x on a pro forma basis at June 30, 2018.
In addition, the annual savings in interest expense to be realized
at Royal Wolf will be approximately $3.1 million.
The
foregoing description of the Convertible Note is qualified in its
entirety by the Convertible Note, which is incorporated by
reference to Exhibit 10.2 to the Registrant’s Current Report
on Form 8-K (File No. 001-32845) filed on September 28,
2017) and is incorporated by reference herein.
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: September 10, 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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