Attached files
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| EX-10.1 - General Finance CORP | v207489_ex10-1.htm |
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 31, 2010
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
in this Report to “we,” “us,” “our” or the “company” refer to General Finance
Corporation, a Delaware corporation (“GFN”), and its direct and indirect
subsidiaries, including GFN North America Corp., a Delaware corporation,
Pac-Van, Inc., an Indiana corporation, GFN Mobile Storage Inc., a Delaware
corporation, GFN U.S. Australasia Holdings, Inc., a Delaware corporation, GFN
Australasia Holdings Pty Limited, an Australian corporation (“GFNAH”), GFN
Australasia Finance Pty Limited, an Australian corporation and subsidiary of
GFNAH (“GFNAF”), RWA Holdings Pty Limited, an Australian
corporation and subsidiary of GFNAF. GFNAH and its subsidiaries are
collectively referred to in this Report as “Royal Wolf.”
“AUS$”
means the Australian Dollar. “NZD$” means the New Zealand
Dollar.
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 9.01
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Financial
Statements and Exhibits
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1
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EXHIBIT
10.1
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
December 31, 2010, Royal Wolf and Australia and New Zealand Banking Group
Limited (“ANZ”) amended the ANZ senior credit facility to: (1) extend the
maturity to September 14, 2012 of the Interchangeable Facility (the “Tranche B
Facility”) under which up to AUS$10.4 million may be borrowed with required
payments of AUS$1,500,000 to amortize the loan balance each quarter until
December 2010, after which quarterly payments of AUS$1,625,000 will be required,
(2) extend the maturity to September 14, 2012 of the Standby Letter of Credit
Facility (the “Tranche C Facility”) under which up to approximately NZD$14.7
million may be borrowed, (3) increase the financial covenants for the minimum
consolidated interest coverage ratio to 2.20:1 for the quarter ending March 31,
2011 and for each quarter thereafter, (4) increase the minimum consolidated
senior debt interest coverage ratio to 3.25:1 for the quarter ending March 31,
2011 and to 3.40:1 for the quarter ending June 30, 2011 and thereafter, (5)
decrease the maximum consolidated total debt gearing ratio to 4.5:1 for the
quarter ending March 31, 2011 and to 4.25:1 for the quarter ending June 30, 2011
and thereafter, (6) decrease the maximum consolidated senior debt gearing ratio
to 3.5:1 for the quarter ending March 31, 2011 and to 3.25:1 for the quarter
ending June 30, 2011 and thereafter, (7) establish a maximum for total
borrowings under senior credit facility equal to 80% of the aggregate
liquidation value of all storage containers owned by Royal Wolf and (8)
establish a maximum working capital ratio of 60%.
Under the
Facility ANZ will charge a fee payable quarterly in advance equal to (1) the
product of the Tranche B Facility borrowing limit of approximately
AUS$10,413,000 times 4.15% per annum, plus (2) the product of the borrowing
limit of the Variable Rate Facility of AUS$5,500,000 times 3.15% per
annum.
A copy of
the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits
Exhibit:
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10.1
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Annual
Review and Variation Letter executed on December 31, 2010 among Australia
and New Zealand Banking Group Limited, GFN Australasia Holdings Pty Ltd.,
GFN Australasia Finance Pty Ltd., RWA Holdings Pty Ltd., Royal Wolf
Trading Australia Pty Ltd. and Royal Wolf Hi-Tech Pty
Ltd.
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1
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:
January 6, 2011
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By:
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/s/ CHRISTOPHER A. WILSON
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Christopher
A. Wilson
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Vice
President, General Counsel & Secretary
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2
EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
Description
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10.1
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Annual
Review and Variation Letter executed on December 31, 2010 among Australia
and New Zealand Banking Group Limited, GFN Australasia Holdings Pty Ltd.,
GFN Australasia Finance Pty Ltd., RWA Holdings Pty Ltd., Royal Wolf
Trading Australia Pty Ltd. and Royal Wolf Hi-Tech Pty Ltd.
Australasia
Holdings Pty Ltd., GFN Australasia Finance Pty Ltd. and Australia and New
Zealand Banking Group
Limited
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3