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): November 3,
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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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, 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
subsidiaries, GFN Asia Pacific Finance Pty Ltd, an Australian
corporation (“GFNAPF”), Royal Wolf Holdings 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 1.02
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Termination of a Material Definitive Agreement
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1
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i
Item 1.02 Termination of a Material Definitive
Agreement
On November 3, 2017 Royal Wolf Holdings
Limited (“Royal Wolf Holdings”), Royal Wolf Trading Australia Pty Limited
(“Royal Wolf Australia”),
Royalwolf Trading New Zealand Limited ("Royal Wolf New
Zealand”), Kookaburra Containers
Pty Limited (“Kookaburra”) and Royalwolf NZ Acquisition
Co. Limited (“Royalwolf NZ” and collectively with Royal
Wolf Holdings, Royal Wolf Australia, Royal Wolf New Zealand and
Kookaburra, “Royal Wolf”) repaid approximately A$45.6
million and NZ$19.0 million, constituting payment in full of all
amounts borrowed and owed under the senior secured credit facility
of Royal Wolf (the “Prior Royal Wolf Credit Facility”),
pursuant to that certain ANZ Multicurrency Facility
Agreement dated May 8, 2014, as amended to date (the “ANZ
Multicurrency Agreement”) among Royal Wolf, Australia and New Zealand Banking Group Limited
(“ANZ Australia”) and ANZ Bank New Zealand
Limited (“ANZ New Zealand” and collectively with ANZ
Australia, “ANZ”)
On
November 3, 2017 Royal Wolf repaid approximately A$31.1 million and
NZ$14.6 million, constituting payment
in full of all amounts borrowed and owed under the Prior Royal Wolf
Credit Facility, pursuant to that certain CBA Multicurrency
Facility Agreement dated May 8, 2014, as amended to date (the
“CBA Multicurrency Agreement”) among Royal Wolf and Commonwealth Bank of Australia
(“CBA”).
The
sum of the payments described above was approximately A$107.0
million (US$82.1 million) and did not include any material
termination penalties.
The November 3, 2017 payment of all amounts
borrowed and owed under the Prior Royal Wolf Credit Facility
terminated the ANZ Multicurrency Agreement, the CBA Multicurrency
Agreement and the following agreements entered into in connection
with the ANZ Multicurrency Agreement and the CBA Multicurrency
Agreement: that certain Common Terms Deed Poll dated May 7,
2014 among ANZ, CBA and Royal Wolf, that certain Second Variation
Deed dated December 15, 2016 among ANZ and Royal Wolf and that
certain Second Variation Deed dated December 15, 2016 among CBA and
Royal Wolf.
To
repay the amounts borrowed under the Prior Royal Wolf Credit
Facility, Royal Wolf borrowed the amounts described above pursuant
to that certain Syndicated Facility Agreement dated October 26,
2017 among Royal Wolf, Deutsche Bank AG, Sydney Branch, CSL Fund
(PB) Lux Sarl II, Aiguilles Rouges Lux Sarl II, Perpetual Corporate
Trust Limited and P.T. Limited.
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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: November 6, 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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