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): May 23, 2014
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 | | 32-0163571 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 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):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTES
Certain References
References in this Report to “we,” “us,” “our” or the “Company” refer to General Finance Corporation, a Delaware corporation (“GFN”), and its direct and indirect subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”); GFN North America Corp., a Delaware corporation ("GFNNA"); GFN Manufacturing Corporation, a Delaware corporation ("GFNMC"), and its subsidiary Southern Frac, LLC, a Texas limited liability company; Royal Wolf Holdings Limited, an Australian corporation publicly traded on the Australian Securities Exchange ("RWH"); and its Australian and New Zealand subsidiaries (collectively, "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").
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| Item 1.01 | | Entry Into a Material Agreement | | 1 | |
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| Item 9.01 | | Financial Statements and Exhibits | | 1 | |
| Exhibit 10.1 | | Amendment No. 1 to Amended and Restated Credit Agreement among Pac-Van, Lone Star, Wells Fargo Bank, National Association, HSBC Bank USA, NA and Capital One Business Credit Corp. | | | |
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Item 1.01 Entry Into a Material Definitive Agreement
On May 23, 2014, Pac-Van, Lone Star, Wells Fargo Bank, National Association, HSBC Bank USA, NA and Capital One Business Credit Corp. entered into Amendment No. 1 (the “First Amendment”) to that certain amended and restated credit agreement dated April 7, 2014, as amended to date (the "Credit Agreement") which, among other things, permits Pac-Van and Lone Star to make payments to GFN to permit GFN to pay interest owed to holders of senior notes due 2021 which GFN plans to issue in the future (the "Senior Notes") and which requires GFN to use 80% of the proceeds from the sale of the Senior Notes to reduce borrowings under the Credit Agreement.
The foregoing description of the First Amendment is qualified in its entirety by the First Amendment, which is attached hereto as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
| Exhibit | Exhibit Description |
| | |
| 10.1† | Amendment No. 1 among Pac-Van, Lone Star, Wells Fargo Bank, National Association, HSBC Bank USA, NA and Capital One Business Credit Corp. |
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| | † | Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission. |
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 | |
| Dated: May 29, 2014 | By: | /s/ CHRISTOPHER A. WILSON | |
| | | Christopher A. Wilson | |
| | | General Counsel, Vice President and Secretary | |
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EXHIBIT INDEX
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| Exhibit | | |
| Number | | Exhibit Description |
| | | |
| 10.1 | | Amendment No. 1 among Pac-Van, Lone Star, Wells Fargo Bank, National Association, HSBC Bank USA, NA and Capital One Business Credit Corp. |
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| | † | Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission. |
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