May 8, 2012
VIA EDGAR
Ms. Mara L. Ransom
Division of Corporation Finance
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, DC 20549
Re: General Finance Corporation
Registration Statement on Form S-1
(File No. 333-187687)
Dear Ms. Ransom:
Acting on behalf of the several underwriters, we hereby join in the request of General Finance Corporation that the effective date of the above-captioned Registration Statement be accelerated so that it will become effective at 5:30 p.m., Eastern Time, on May 9, 2013, or as soon thereafter as practicable.
Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we, acting on behalf of the several underwriters, wish to advise you that, between May 6, 2013 and May 9, 2013, we distributed approximately 480 copies of the Preliminary Prospectus dated May 3, 2013, of which approximately 200 copies were distributed to other underwriters. The majority of these copies were distributed to investors, including individuals and institutions. Copies of the Preliminary Prospectus were available to anyone requesting the same at the offices of the underwriters.
We confirm that we are aware of our obligations under the Securities Act of 1933, as amended, and that we have and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, with respect to the distribution of Prospectuses. We have been informed by the other underwriters and dealers participating in the distribution of this offering that such persons have and will comply with Rule 15c2-8 with respect to the distribution of Prospectuses.
Signature Page Follows
277 PARK AVENUE, 24TH FL. Ÿ NEW YORK, NEW YORK 10172
P // 212.338.4700 Ÿ F // 212.338.4759 Ÿ WWW.STERNEAGEE.COM
Investments since 1901
Very Truly Yours,
By: Sterne, Agee & Leach, Inc.
acting on behalf of the several underwriters
By: /s/ Jonathan Adams
Name: Jonathan Adams
Title: Managing Director