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): December 21, 2015
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 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 North America Leasing Corporation, a Delaware corporation; GFN North America Corp., a Delaware corporation; GFN Realty Company, LLC, a Delaware limited liability company; GFN Manufacturing Corporation, a Delaware corporation, and its subsidiary, Southern Frac, LLC, a Texas limited liability company (collectively “Southern Frac”); Royal Wolf Holdings Limited, an Australian corporation publicly traded on the Australian Securities Exchange (collectively with its Australian and New Zealand subsidiaries, “Royal Wolf”); 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”).
TABLE OF CONTENTS
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| Item 8.01 | | Other Events | | 1 |
| Item 9.01 | | Financial Statements and Exhibits | | 1 |
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| Exhibit 99.1 | | Press Release of Royal Wolf Holdings Limited dated December 22, 2015 | | | |
Item 8.01 Other Events
On December 22, 2015 (in Australia) Royal Wolf Holdings Limited announced that a Royal Wolf customer, Titan Energy Services and certain of its subsidiaries (collectively, “Titan”), had elected to appoint administrators. Royal Wolf has outstanding invoices and contracted future revenues from Titan exceeding A$5.0 million and rights to recover other costs and expenses. Though it will pursue payment in full of these invoices, Royal Wolf has lowered its fiscal year 2016 earnings guidance as reflected in the attached press release.
A copy of the press release of Royal Wolf Holdings Limited dated December 22, 2015 is attached as Exhibit 99.1 and is incorporated by reference herein.
On the basis of Royal Wolf’s news release, General Finance Corporation is revising its fiscal year 2016 outlook for consolidated adjusted EBITDA to now be 18% to 28% lower in fiscal year 2016 from fiscal year 2015, which takes into account the impact of the current year acquisitions to-date.
Item 9.01 Financial Statements and Exhibits
Exhibit:
99.1 Press Release of Royal Wolf Holdings Limited dated December 22, 2015
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: December 21, 2015 | By: | /s/ CHRISTOPHER A. WILSON | |
| | | Christopher A. Wilson | |
| | | Vice President, General Counsel & Secretary | |
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| Exhibit | | |
| Number | | Exhibit Description |
99.1 | | Press Release of Royal Wolf Holdings Limited dated December 22, 2015 |
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