8-K

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): June 11, 2014

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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").

TABLE OF CONTENTS

		Page
Item 8.01	Other Events	1
Item 9.01	Financial Statements and Exhibits	1

Exhibit 99.1 Press Release of GFN dated June 11, 2014

i

Item 8.01 Other Events

On June 11, 2014 GFN announced the pricing of its senior notes due 2021.

A copy of the press release of GFN dated June 11, 2014 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 June 11, 2014

1

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: June 11, 2014	By:	/s/ CHARLES E. BARRANTES
		Charles E. Barrantes
		Executive Vice President and Chief Financial Officer

2

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
99.1	Press Release of GFN dated June 11, 2014

3

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

GENERAL FINANCE CORPORATION ANNOUNCES PRICING OF PUBLIC OFFERING OF 8.125% SENIOR NOTES DUE 2021

PASADENA, CA – June 11, 2014 – General Finance Corporation (NASDAQ: GFN) (the “Company”) announced today that it has priced a public offering of $63 million in aggregate principal amount of 8.125% Senior Unsecured Notes due 2021 (the “Notes”).  The offering is subject to customary closing conditions and is expected to close on or about June 18, 2014. The Company expects to list the Notes on the NASDAQ Global Market under the symbol “GFNSL” 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 million in aggregate principal amount of the Notes to cover overallotments, if any.

The Company expects to use the net proceeds of this offering to pay down senior indebtedness and for general corporate purposes, which may include the acquisition of portable services businesses in North America or to increase the size of and invest in its North American fleet of storage, office and portable liquid storage containers, modular buildings and mobile offices.

Sterne, Agee & Leach Inc. is acting as sole bookrunning manager for the offering. D.A. Davidson & Co. and Oppenheimer & Co. are serving as co-lead managers for the offering.

The offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission. A prospectus supplement and the accompanying base prospectus related to the offering have been filed with the Securities and Exchange Commission and are available on the SEC's website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus may also be obtained from Sterne, Agee & Leach, Inc., Attn: Prospectus Department, 277 Park Avenue, 24th Floor, New York, NY 10172, Phone: 212-338-4708, Fax: 205-414-6373, Email: syndicate@sterneagee.com

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other 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) is the parent company of businesses in the mobile storage, liquid containment and modular space (“portable services”) industries.  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 principal leasing operations are in the Asia-Pacific regions of Australia and New Zealand, consisting of majority-owned Royal Wolf Holdings Limited, the leading provider of portable storage solutions in those regions, and in North America, consisting of wholly-owned Pac-Van, Inc. and Lone Star Tank Rental Inc., prominent regional providers of portable storage, office and liquid storage tank containers, mobile offices and modular buildings.  The Company also owns 90% of Southern Frac, LLC, a manufacturer of portable liquid storage tank containers in North America.   Royal Wolf’s shares trade on the Australian Securities Exchange under the symbol RWH.

Investor/Media Contact

Larry Clark

Financial Profiles, Inc.

310-622-8223