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EX-4.1 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES INSTRU - General Finance CORP | exh_41.htm |
8-K - PRIMARY DOCUMENT - General Finance CORP | form_8k.htm |
EXHIBIT 99.1
GENERAL FINANCE CORPORATION ANNOUNCES SUCCESSFUL COMPLETION OF
CONSENT SOLICITATION FOR ITS 8.125% SENIOR NOTES DUE
2021
PASADENA,
CA – October 31, 2018 – General Finance Corporation
(NASDAQ: GFN) (the “Company”) announced today the
successful completion of its previously announced solicitation of
consents (the “consent solicitation”) from holders of
its 8.125% Senior Notes due 2021 (the “Notes”) to
approve certain amendments (the “Proposed Amendments”)
to the indenture governing the Notes.
The
consent solicitation expired at 5:00 p.m., New York City time, on
October 31, 2018 (the “Expiration Time”). As of the
Expiration Time, the Company had received and accepted consents
from approximately 63.3% of the holders of the Notes. The consent
of holders of at least a majority in aggregate principal amount
outstanding of the Notes as of the Record Date (as defined in the
Consent Solicitation Statement) was required to approve the
Proposed Amendments.
Upon
the terms and subject to the conditions described in the Consent
Solicitation Statement dated October 16, 2018 (the “Consent
Solicitation Statement”), the Company will, promptly after
the Expiration Time, make a cash payment of $0.10 per $25.00 in
principal amount of Notes held by each holder of the Notes as of
the Record Date who has validly delivered and not validly revoked a
consent at or prior to the Expiration Time. The Company expects to
pay the consent fee on or about November 1, 2018.
The
Company has executed a supplemental indenture to the indenture
governing the Notes to give effect to the Proposed Amendments. The
supplemental indenture binds all holders of the Notes, including
those that did not give their consent, but holders who did not
validly deliver consents prior to the Expiration Time (or delivered
consents but properly revoked them) will not receive the consent
fee.
D.A.
Davidson & Co. acted as the solicitation agent for the consent
solicitation. Additional information concerning the terms and
conditions of the consent solicitation may be obtained from D.A.
Davidson & Co., Attn: Syndicate Department, 8 Third Street
North, The Davidson Building, Great Falls, MT 59404,
phone: 1-800-332-5915,
email: prospectusrequest@dadco.com.
Global
Bondholder Services Corporation acted as tabulation and information
agent. Copies of the Consent Solicitation Statement may be obtained
from Global Bondholder Services Corporation by calling (212)
430-3774 (banks and brokers) or (866) 470-3800 (toll-free) or by
email at contact@gbsc-usa.com or online at http://www.gbsc-usa.com/generalfinance/
This
announcement is for informational purposes only and is neither an
offer to sell nor a solicitation of an offer to buy the Notes or
any other securities. This announcement is also not a solicitation
of consents with respect to the Proposed Amendments or any
securities. The solicitation of consents was made only pursuant to
the terms of the Consent Solicitation Statement. The solicitation
of consents was not made in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such
solicitation under applicable state or foreign or “blue
sky” laws.
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Cautionary
Statement about Forward-Looking Statements
Certain statements in this press release, including those
describing the consent solicitation, constitute forward-looking
statements. These statements are not historical facts but instead
represent the Company’s beliefs regarding future events, many
of which, by their nature, are inherently uncertain and outside of
the Company’s control. It is possible that actual results
will differ, possibly materially, from the anticipated results
indicated in these statements. Factors that could cause actual
results to differ, possibly materially, from those in the
forward-looking statements are discussed in the Company’s
periodic filings with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
Furthermore, unless otherwise stated, the forward-looking
statements contained in this press release are made as of the date
of the press release, and the Company does not undertake any
obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required by applicable
law.
About General Finance Corporation
Headquartered
in Pasadena, California, General Finance Corporation (NASDAQ: GFN,
www.generalfinance.com) is a
leading specialty rental services company offering portable
storage, modular space and liquid containment solutions.
Management’s expertise in these sectors drives disciplined
growth strategies, operational guidance, effective capital
allocation and capital markets support for the Company’s
subsidiaries. The Company’s Asia-Pacific leasing operations
in Australia consist of wholly-owned Royal Wolf Trading Australia
Pty Limited (www.royalwolf.com.au) and Royal Wolf
Trading New Zealand Limited (www.royalwolf.co.nz), the leading providers
of portable storage solutions in those countries. The
Company’s North America leasing operations consist of
wholly-owned subsidiaries Pac-Van, Inc. (www.pacvan.com) and Lone Star Tank Rental
Inc. (www.lonestartank.com),
providers of portable storage, office and liquid storage tank
containers, mobile offices and modular buildings. The Company also
owns Southern Frac, LLC (www.southernfrac.com), a manufacturer of
portable liquid storage tank containers and, under the trade name
Southern Fabrication Specialties (www.southernfabricationspecialties.com),
other steel-related products in North America.
Investor/Media Contact
Larry
Clark
Financial
Profiles, Inc.
310-622-8223
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