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 29, 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 29, 2020
 
 
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Item 8.01   Other Events
 
On October 29, 2020 GFN announced that it will partially redeem its 8.125% Senior Notes due July 2021.
 
A copy of the press release of GFN dated October 29, 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 29, 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 29, 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 29, 2020
 
 
 
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EXHIBIT 99.1
 
GENERAL FINANCE CORPORATION ANNOUNCES PARTIAL REDEMPTION OF 8.125% SENIOR NOTES DUE 2021
 
PASADENA, CA – October 29, 2020 – General Finance Corporation (NASDAQ:GFN), a leading specialty rental services company offering portable storage, modular space and liquid containment solutions (the “Company”), announced today that it will partially redeem its 8.125% Senior Notes due July 2021 (NASDAQ:GFNSL) (the “Notes”).  On November 30, 2020 (the “Redemption Date”) the Company will redeem $57.2 million of the $77.4 million issued and outstanding principal amount of the Notes in accordance with the optional redemption provisions in the indenture governing the Notes. The redemption price will be $25 per Note (equal to 100% of the Notes’ original principal amount), plus accrued and unpaid interest through, but excluding, the Redemption Date. The Company intends to use cash on hand to fund the redemption.
 
This press release does not constitute a notice of redemption. Beneficial holders of the Notes with any questions should contact the brokerage firm or financial institution through which they hold the Notes.
 
The Notes selected for redemption should be presented and surrendered by mail to the office of the paying agent, Wells Fargo Bank, N.A., MAC N9300-070, 600 South Fourth Street, Minneapolis, MN 55402, Attention: Corporate Trust Operations, Phone Inquiries: (800) 344-5128.
 
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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