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): December 24,
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 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 1.02
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Termination of 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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1
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Exhibit
10.1
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Amendment
No. 8 to Amended and Restated Credit Agreement dated as of December
24, 2018 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” and collectively with Wells Fargo,
East West, CIT, CIBC, Key Bank and BHI, the "Lenders"),
Pac-Van, Inc., Lone Star Tank Rental Inc., GFN Realty Company, LLC and
Southern Frac, LLC and the Guarantor Acknowledgement dated
December 24, 2018 by PV Acquisition Corp. and
GFN Manufacturing Corporation
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Item 1.01 Entry Into A Material Definitive
Agreement
On
December 24, 2018, 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” and collectively with Wells Fargo,
East West, CIT, CIBC, Key Bank and BHI, 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. 8 (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
$237,000,000 to $260,000,000, adding 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 and
deleting certain terms of the Credit Agreement that related
to the $19.5 million “First-In, Last-Out” Loan
which bore interest at LIBOR plus a margin of 11% per annum (the
“FILO
Loan”) following the prepayment in full of the FILO
Loan in connection with the execution and delivery of the
Amendment.
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 1.02 Termination of a Material Definitive
Agreement
In
connection with the execution and delivery of the Amendment and the
prepayment in full of the FILO Loan, the Lenders, GACP I, L.P. (“GACP”) and the
Borrowers terminated all intercreditor provisions of the
Credit Agreement entered into on March 24, 2017 which related to
the FILO Loan, including, without limitation, the remedies of GACP
upon a default of the FILO Loan, purchase options relating to the
FILO Loan and other terms.
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. 8 to Amended and Restated Credit Agreement dated as of December
24, 2018 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” and collectively with Wells Fargo,
East West, CIT, CIBC, Key Bank and BHI, the "Lenders"),
Pac-Van, Inc., Lone Star Tank Rental Inc., GFN Realty Company, LLC and
Southern Frac, LLC and the Guarantor Acknowledgement dated
December 24, 2018 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: December 26, 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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10.1
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Amendment
No. 8 to Amended and Restated Credit Agreement dated as of December
24, 2018 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” and collectively with Wells Fargo,
East West, CIT, CIBC, Key Bank and BHI, the "Lenders"),
Pac-Van, Inc., Lone Star Tank Rental Inc., GFN Realty Company, LLC and
Southern Frac, LLC and the Guarantor Acknowledgement dated
December 24, 2018 by PV Acquisition Corp. and
GFN Manufacturing Corporation
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