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EX-10.1 - MATERIAL CONTRACTS - General Finance CORP | exhibit_101.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): July 31,
2017
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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☐
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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 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 Insurance Corporation, an Arizona
corporation (“GFNI”); 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, doing business as “Container King”
(collectively “Pac-Van”); and Lone Star Tank Rental
Inc., a Delaware corporation (“Lone
Star”).
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 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. 7 to Amended and Restated Credit Agreement is dated as of
July 31, 2017 among Wells Fargo
Bank, National Association, East West Bank, CIT Bank, N.A., the
Private Bank and Trust Company, Key Bank, National Association,
Bank Hapoalim, N.A., Associated Bank, N.A., GACP I, L.P.,
GFN Realty Company, LLC, Lone Star Tank Rental Inc.,
Pac-Van, Inc. and Southern Frac, LLC and Guarantor
Acknowledgement
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i
Item 1.01 Entry into a Definitive Material
Agreement
On July 31, 2017, Wells Fargo Bank, National
Association ("Wells Fargo"), Associated Bank, N.A.
(“Associated”), East West Bank ("East West"), CIT Bank,
N.A. (“CIT”), the Private Bank and Trust Company (the
"Private Bank"), Key Bank, National Association (“Key
Bank”), Bank Hapoalim, N.A. (“BHI”) and GACP I,
L.P. (“Great American” and collectively with Wells
Fargo, Associated, East West, CIT, Private Bank, Key Bank and BHI,
the "Lenders"), GFN Realty Company, LLC,
(“GFNRC”), Lone Star Tank Rental Inc. (“Lone
Star”), Pac-Van, Inc. (“Pac-Van”) and Southern
Frac, LLC (“Southern Frac” and collectively with
GFNRC, Lone Star and Pac-Van, the “Borrowers”)
entered into that certain
Amendment No. 7 (the
“Amendment”) to the Amended and Restated Credit Agreement dated April
7, 2014 (as amended to date, the “Credit
Agreement”).
The Amendment, among other things, corrects a
scrivener’s error in that certain Amendment No. 1 to the
Credit Agreement so that the maximum permitted principal
amount of permitted purchase money indebtedness is increased to
$10,000,000 and provides the Lenders’ consent to a certain
sale-leaseback transaction.
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 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. 7 to Amended and Restated Credit Agreement is dated as of
July 31, 2017 among Wells Fargo
Bank, National Association, East West Bank, CIT Bank, N.A., the
Private Bank and Trust Company, Key Bank, National Association,
Bank Hapoalim, N.A., Associated Bank, N.A., GACP I, L.P.,
GFN Realty Company, LLC, Lone Star Tank Rental Inc.,
Pac-Van, Inc. and Southern Frac, LLC and Guarantor
Acknowledgement
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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: July 31, 2017
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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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2
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. 7 to Amended and Restated Credit Agreement is dated as of
July 31, 2017 among Wells Fargo
Bank, National Association, East West Bank, CIT Bank, N.A., the
Private Bank and Trust Company, Key Bank, National Association,
Bank Hapoalim, N.A., Associated Bank, N.A., GACP I, L.P.,
GFN Realty Company, LLC, Lone Star Tank Rental Inc.,
Pac-Van, Inc. and Southern Frac, LLC and Guarantor
Acknowledgement
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3