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): March 22,
2019
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 Definitive Material Agreement
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1
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Item 8.01
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Other
Events
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2
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Item 9.01
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Financial Statements and Exhibits
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2
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Exhibit 10.1
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Second Amendment and Restatement Deed dated March 22, 2019
among GFN Asia Pacific Holdings
Pty Ltd., Royal Wolf Holdings Pty Limited, Royal Wolf Trading
Australia Pty Limited, Royalwolf Trading New Zealand Limited,
Deutsche Bank AG, Sydney Branch, CSL Fund (PB) Lux Sarl II, CSL
Fund (PB) Holdings Lux Sarl II, CSL Fund (PB) Holdings B Lux Sarl
II, CSL Fund (PB) Holdings C Lux Sarl II, Aiguilles Rouges Lux Sarl
II, Core Senior Lending Fund (A-A) Lux SARL II, Core Senior Lending
Fund Lux SARL II, Kitty Hawk Credit Lux SARL II, GIM, L.P.,
Perpetual Corporate Trust Limited and P.T.
Limited
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Exhibit 10.2
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Combined Security Agreement dated March 22, 2019 between GFN Asia
Pacific Holdings Pty Ltd and P.T. Limited
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Exhibit 99.1
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Press
Release of Pac-Van, Inc. dated March 22, 2019
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Item 1.01 Entry into a Definitive Material
Agreement
Restated Syndicated Facility Agreement
On
March 22, 2019 GFN Asia Pacific Holdings Pty Ltd.
(“GFNAPH”), Royal Wolf Holdings Pty Limited
(“Royal Wolf Holdings”), Royal Wolf Trading Australia
Pty Limited (“Royal Wolf Australia”), Royalwolf Trading
New Zealand Limited (“Royal Wolf New Zealand” and
collectively with GFNAPH, Royal Wolf Holdings and Royal Wolf
Australia, “Royal Wolf”), Deutsche Bank AG, Sydney
Branch (“Deutsche Bank”), CSL Fund (PB) Lux Sarl II,
CSL Fund (PB) Holdings Lux Sarl II, CSL Fund (PB) Holdings B Lux
Sarl II, CSL Fund (PB) Holdings C Lux Sarl II, Aiguilles Rouges Lux
Sarl II, Core Senior Lending Fund (A-A) Lux SARL II, Core Senior
Lending Fund Lux SARL II, Kitty Hawk Credit Lux SARL II, GIM, L.P.,
Perpetual Corporate Trust Limited and P.T. Limited entered into
that certain Second Amendment and Restatement Deed (the
“Restated Syndicated Facility Agreement”) that governs
the senior credit facility of Royal Wolf (the “Credit
Facility”) originally entered into pursuant to the Syndicated
Facility Agreement dated October 26, 2017.
Pursuant to the Restated Syndicated Facility
Agreement, the tenor of the Credit Facility will be
approximately four years and eight months with a maturity of
November 2, 2023, and the maximum amount that may be borrowed
increased by approximately A$88 million from A$128.5 million to
approximately A$217.0 million. The
Credit Facility will consist of (i) an A$43 million Facility
A that will be fully funded at the closing, will amortize at the
rate of A$8.6 million per year and may not be reborrowed, (ii) a
Facility B of approximately A$116.5 million that will be fully
funded at closing that will not amortize and may not be reborrowed,
(iii) an A$20 million Facility C revolving loan for working
capital, capital expenditures and general corporate purposes and
(iv) an A$37.5 million Facility D revolving term loan that will be
fully funded at closing.
Australian and New Zealand loans borrowed under
the Credit Facility will bear interest at the Bank Bill Swap
Bid Rate or the Bank Bill Benchmark Rate, respectively, plus a
margin of 4.25% to 5.5%, as determined
by net leverage defined by the Restated Syndicated Facility
Agreement.
Approximately A$92.0 million borrowed under the
Restated Syndicated Facility Agreement was used to prepay in full
on March 25, 2019 all secured senior promissory notes in the
original principal amount of US$54 million issued pursuant to the
Amended and Restated Securities Purchase Agreement dated September
19, 2017 among Bison Capital, General Finance Corporation, GFNAPH
and the other parties named therein. Amounts borrowed under the Credit Facility were
also used to pay fees and expenses related to the entering into the
Credit Facility, and amounts borrowed under the Credit Facility
will also be used for working capital purposes, capital
expenditures and general corporate purposes.
Prepayment
penalties equal to 3% and 1% of any amount prepaid under the
Restated Syndicated Facility Agreement will expire on March 22,
2020 and 2021, with no prepayment penalty due after March 22, 2021.
The Restated Syndicated Facility Agreement requires Royal Wolf to
prepay amounts borrowed under the Credit Facility by a percentage
of excess cash flow as defined under the Restated Syndicated
Facility Agreement as of the end of each fiscal year, depending on
the net leverage ratio, as defined, as of such date.
Repayment
of all amounts borrowed under the New Royal Wolf Credit Facility
will be secured by a fixed and floating charge over all assets of
Royal Wolf and by the pledge of all capital stock of all the
subsidiaries of GFNAPH.
Covenants
under the Credit Facility will consist of a net leverage ratio
covenant which requires net leverage, as defined, to be less than
permitted levels which decline from 5.00x in March 2019 to 3.00x
commencing in September 2023 and a debt coverage ratio covenant
which requires debt coverage, as defined, of 1.2x or greater from
March 2019, 1.25x from March 2020 until December 2020 and 1.4x from
March 2021 until November 2023.
The
Restated Syndicated Facility Agreement contains customary events of
default, including, without limitation, non-payment of amounts
borrowed, breach of financial covenants, a default under any other
financial indebtedness of Royal Wolf or a change of control which
results in General Finance Corporation ceasing to directly or
indirectly control Royal Wolf, each as defined in the Restated
Syndicated Facility Agreement.
The foregoing description of the Restated
Syndicated Facility Agreement is a summary and is qualified in its
entirety by reference to the Restated Syndicated Facility
Agreement, which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Combined Security Agreement
GFNAPH
and P.T. Limited entered into that certain Combined Security
Agreement dated March 22, 2019 to secure repayment of the amounts
borrowed by Royal Wolf under the Restated Syndicated Facility
Agreement. Pursuant to the Combined Security Agreement GFNAPH
granted a security interest in all personal property and rights of
GFNAPH and in all capital stock of Royal Wolf
Australia.
The foregoing description of the Combined Security
Agreement is a summary and is qualified in its entirety by
reference to the Combined Security Agreement, which is attached as
Exhibit 10.2 hereto and is incorporated herein by
reference.
Item 8.01 Other Events
On March 22, 2019 Pac-Van, Inc.
(“Pac-Van”) announced that the Modular Building
Institute’s 2019 World of Modular annual convention and
tradeshow awarded Pac-Van “honorable mention” in the
relocatable single-wide category for its United Shores Professional
Baseball League merchandise container project in Utica,
Michigan.
A
copy of the press release of Pac-Van March 22, 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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Second Amendment and Restatement Deed dated March 22, 2019 among
GFN Asia Pacific Holdings Pty Ltd., Royal Wolf Holdings Pty
Limited, Royal Wolf Trading Australia Pty Limited, Royalwolf
Trading New Zealand Limited, Deutsche Bank AG, Sydney Branch, CSL
Fund (PB) Lux Sarl II, CSL Fund (PB) Holdings Lux Sarl II, CSL Fund
(PB) Holdings B Lux Sarl II, CSL Fund (PB) Holdings C Lux Sarl II,
Aiguilles Rouges Lux Sarl II, Core Senior Lending Fund (A-A) Lux
SARL II, Core Senior Lending Fund Lux SARL II, Kitty Hawk Credit
Lux SARL II, GIM, L.P., Perpetual Corporate Trust Limited and P.T.
Limited
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Combined Security Agreement dated March 22, 2019 between GFN Asia
Pacific Holdings Pty Ltd and P.T. Limited
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Press
Release of Pac-Van, Inc. dated March 22, 2019
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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: March 27, 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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Second Amendment and Restatement Deed dated March 22, 2019 among
GFN Asia Pacific Holdings Pty Ltd., Royal Wolf Holdings Pty
Limited, Royal Wolf Trading Australia Pty Limited, Royalwolf
Trading New Zealand Limited, Deutsche Bank AG, Sydney Branch, CSL
Fund (PB) Lux Sarl II, CSL Fund (PB) Holdings Lux Sarl II, CSL Fund
(PB) Holdings B Lux Sarl II, CSL Fund (PB) Holdings C Lux Sarl II,
Aiguilles Rouges Lux Sarl II, Core Senior Lending Fund (A-A) Lux
SARL II, Core Senior Lending Fund Lux SARL II, Kitty Hawk Credit
Lux SARL II, GIM, L.P., Perpetual Corporate Trust Limited and P.T.
Limited
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Combined Security Agreement dated March 22, 2019 between GFN Asia
Pacific Holdings Pty Ltd and P.T. Limited
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Press
Release of Pac-Van, Inc. dated March 22, 2019
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