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EX-10.1 - General Finance CORPexhibit_10-1.pdf
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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): January 27, 2016
General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
 (State or Other Jurisdiction of Incorporation)
     
001-32845
 
32-0163571
(Commission File Number)
 
(I.R.S. Employer Identification No.)
     
39 East Union Street
   
Pasadena, California
 
91103
(Address of Principal Executive Offices)
 
(Zip Code)
(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):

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 










 
 

 


 
EXPLANATORY NOTES
Certain References

References to “we,” “us,” “our” or the “Company” refer to General Finance Corporation, a Delaware corporation, and its consolidated subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”); GFN North America Leasing Corporation, a Delaware corporation; GFN North America Corp., a Delaware corporation; GFN Realty Company, LLC, a Delaware limited liability company; GFN Manufacturing Corporation, a Delaware corporation, and its subsidiary, Southern Frac, LLC, a Texas limited liability company (collectively “Southern Frac”); Royal Wolf Holdings Limited, an Australian corporation publicly traded on the Australian Securities Exchange (collectively with its Australian and New Zealand subsidiaries, “Royal Wolf”); 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”).
 

TABLE OF CONTENTS
       
Page
           
Item 1.01
 
Entry into a Definitive Material Agreement
 
1
           
Item 9.01
 
Financial Statements and Exhibits
 
1



Exhibit 10.1
 
Amendment and Restatement Agreement dated January 27, 2016 among General Finance Corporation, GFN U.S. Australasia Holdings, Inc. and Credit Suisse AG, Singapore Branch


 
i

 



Item 1.01 Entry into a Definitive Material Agreement

GFN, GFN U.S. and Credit Suisse AG, Singapore Branch (“Credit Suisse”) entered into that certain Amendment and Restatement Agreement (the “Restated Facility Agreement”) dated January 27, 2016.  The Restated Facility Agreement provides that the $10 million borrowed under the Restated Facility Agreement will bear interest at LIBOR plus 7.50% per year.  In consideration for the payment of a $100,000 fee, in addition to certain other amended terms, the maturity of the indebtedness evidenced by the Restated Facility Agreement was extended from April 2, 2015 to July 1, 2017 and the period during which the make-whole prepayment penalty would apply was extended by two years from December 31, 2014 to December 31, 2016.

 The foregoing description of the Restated Facility Agreement is a summary and is qualified in its entirety by reference to the Facility Agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits

Exhibit
Exhibit Description
   
10.1
Amendment and Restatement Agreement dated January 27, 2016 among General Finance Corporation, GFN U.S. Australasia Holdings, Inc. and Credit Suisse AG, Singapore Branch
   

 
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.
         
 
GENERAL FINANCE CORPORATION
  
 
Dated: January 27, 2016 
By:  
/s/ CHRISTOPHER A. WILSON
 
   
Christopher A. Wilson
 
   
General Counsel, Vice President and Secretary
 
 



 
2

 


EXHIBIT INDEX
     
Exhibit
   
Number
 
Exhibit Description
     
10.1
 
Amendment and Restatement Agreement dated January 27, 2016 among General Finance Corporation, GFN U.S. Australasia Holdings, Inc. and Credit Suisse AG, Singapore Branch

 

 
 
3