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): October 21, 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
 
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 99.1
 
Press Release of GFN dated October 21, 2020
 
 
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Item 8.01   Other Events
 
On October 21, 2020 GFN announced the pricing of an underwritten public offering of $60.0 million in principal amount of 7.875% Senior Notes due 2025.
 
A copy of the press release of GFN dated October 21, 2020 is attached as Exhibit 99.1 and is incorporated by reference herein.
 
Item 9.01   Financial Statements and Exhibits
 
Exhibit
Exhibit Description
   
99.1
Press Release of GFN dated October 21, 2020
 
 
 
 
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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: October 21, 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
     
99.1
 
Press Release of GFN dated October 21, 2020
 
 
 
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EXHIBIT 99.1
 
GENERAL FINANCE CORPORATION ANNOUNCES PRICING OF PUBLIC OFFERING OF 7.875% SENIOR NOTES DUE 2025
 
PASADENA, CA – October 21, 2020 – General Finance Corporation (NASDAQ:GFN), a leading specialty rental services company offering portable storage, modular space and liquid containment solutions (the “Company”), announced that it has priced an underwritten public offering of $60.0 million in principal amount of 7.875% Senior Notes due 2025 (the “Notes”) today. The offering is subject to customary closing conditions and is expected to close on or about October 27, 2020. The Company expects to list the Notes on the NASDAQ Global Market under the symbol “GFNSZ” and the Notes to commence trading within 30 days of the original issue date.
 
In connection with the offering, the Company has granted the underwriters an option for 30 days to purchase up to an additional $9.0 million in aggregate principal amount of the Notes to cover overallotments, if any.
 
The Company intends to use the net proceeds from the Notes offering to redeem a portion of the $77.4 million principal amount of its 8.125% Senior Notes due July 2021.
 
D.A. Davidson & Co., B. Riley Securities, Inc. and Janney Montgomery Scott LLC are acting as joint book-running managers for the Notes offering. William Blair & Company, National Securities Corporation and Wedbush Securities, Inc.  will serve as co-lead managers for the offering.
 
A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has been declared effective. The offering will be made only by means of a prospectus supplement and a related prospectus, copies of which may be obtained on the SEC’s website at www.sec.gov or by contacting:  
 
D.A. Davidson & Co.
611 Anton Blvd.
Suite 600
Costa Mesa, CA 92626
(800) 332-5915
Email: prospectusrequest@dadco.com
 
B. Riley Securities, Inc.
1300 17th Street North
Suite 1400
Arlington, VA 22209
(703) 312-9580 (collect)
Email: prospectuses@brileyfin.com
 
Janney Montgomery Scott LLC
Attention: Syndicate Department
1717 Arch Street
Philadelphia, PA 19103
(215) 665-4450 (collect)
Email: prospectus@janney.com
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This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities. The Notes may not be sold in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
 
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 and New Zealand consist of wholly-owned Royal Wolf (www.royalwolf.com.au), the leading provider of portable storage solutions in those regions. 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 Contact
 
Larry Clark
Financial Profiles, Inc.
lclark@finprofiles.com
310-622-8223
 
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