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EX-99.1 - EX-99.1 - General Finance CORPexh_991.htm
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UNITED STATES
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 16, 2020
________________________
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):
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange
on Which Registered
Common Stock, $0.0001 par value
 
GFN
 
NASDAQ Global Market
 
 
 
 
 
9.00% Series C Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $100 per share)
 
GFNCP
 
NASDAQ Global Market
 
 
 
 
 
8.125% Senior Notes due 2021
 
GFNSL
 
NASDAQ Global Market
 
 
 
 
 
7.875% Senior Notes due 2025
 
GFNSZ
 
NASDAQ Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company   
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   
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EXPLANATORY NOTES
Certain References
 
References to “we,” “us,” “our” or the “Company” refer to General Finance Corporation, a Delaware corporation (“GFN”), 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 Australian and New Zealand subsidiaries (collectively, “Royal Wolf”).
 
 
TABLE OF CONTENTS
           
 
 
 
 
Page 
 
 
 
 
 
 
         
Item 8.01
 
Other Events
 
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Item 9.01
 
Financial Statements and Exhibits
 
1
           
           
           
Exhibit 5.1
 
Legal Opinion of Morrison & Foerster LLP
Exhibit 23.1
 
Consent of Morrison & Foerster LLP (included in Exhibit 5.1 above)
Exhibit 99.1
 
Press Release of GFN dated November 16, 2020
 
 
 
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Item 8.01   Other Events
 
On November 16, 2020 GFN announced that the underwriters of its recent public offering of 7.875% Senior Notes due 2025 (the “Notes”) have fully exercised their overallotment option resulting in the issuance of an additional $9.0 million in principal amount of the Notes. The option was granted in connection with the public offering of $60.0 million in principal amount of the Notes, which closed on October 27, 2020. The Notes were sold pursuant to an effective Registration Statement on Form S-3 (File No. 333-227399) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”), and a related prospectus and prospectus supplement filed with the SEC.  The Notes trade on the NASDAQ Global Market under the symbol “GFNSZ.”
 
A copy of the GFN press release dated November 16, 2020 is attached as Exhibit 99.1 and is incorporated by reference herein.
 
GFN is filing this Current Report on Form 8-K to add the following exhibits to the Registration Statement: (i) a copy of the opinion of Morrison & Foerster LLP, counsel to GFN, relating to the legality of the validity of the Notes and (ii) the related consent, (filed as Exhibit 5.1 and 23.1, respectively, to this Current Report on Form 8-K).
 
 
Exhibit
 
 
Number
 
Exhibit Description
     
Exhibit 5.1
 
     
Exhibit 23.1
 
     
Exhibit 99.1
 
 
 
 
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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.
 
 
 
 
 
 
GENERAL FINANCE CORPORATION
  
 
 
Dated: November 16, 2020
By:  
/s/ CHRISTOPHER A. WILSON
 
 
 
Christopher A. Wilson
 
 
 
General Counsel, Vice President and Secretary
 
 
 
 
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EXHIBIT INDEX
 
Exhibit
 
 
Number
 
Exhibit Description
     
Exhibit 5.1
 
     
Exhibit 23.1
 
     
Exhibit 99.1
 
 
 
 
 
 
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