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 1, 2015

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 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, doing business as “Container King” (collectively “Pac-Van”); and Lone Star Tank Rental Inc., a Delaware corporation (“Lone Star”).

TABLE OF CONTENTS

		Page
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	1
Item 9.01	Financial Statements and Exhibits	2

Exhibit 10.1	Employment Agreement dated June 1, 2015
Exhibit 99.1	Press Release of General Finance Corporation dated June 1, 2015

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Item 1.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 1, 2015 General Finance Corporation (the “Company”) announced that it appointed Jody Miller as a new Executive Vice President effective June 1, 2015. The press release announcing Mr. Miller’s appointment and employment is attached hereto as Exhibit 99.1.

On June 1, 2015, the Company and Mr. Miller entered into an employment agreement, a copy of which is attached as Exhibit 10.1 to this report (the “Employment Agreement”). The following description of the Employment Agreement is qualified in its entirety by the Employment Agreement and is incorporated by reference herein.

Under the Employment Agreement, Mr. Miller will serve as an Executive Vice President of the Company commencing on June 1, 2015, and the Employment Agreement will continue until terminated by one of the parties or by its terms. The Employment Agreement provides that the Company will pay Mr. Miller a base salary of $335,000, and the base salary will be determined annually. Mr. Miller will be eligible for an annual performance bonus subject to the terms and conditions of the Company’s performance bonus plan and as the Compensation Committee may determine. The Company will pay for the medical and dental benefits of Mr. Miller and his immediate family, and Mr. Miller will receive certain other benefits including participating in all employee benefit plans, vacation and sick leave.

Under the Employment Agreement, Mr. Miller agrees, to the fullest extent provided by law, to repay or forfeit any bonus, incentive payment, equity award or other compensation if each of the three elements is satisfied: (i) the payment, grant or vesting of such compensation was based upon the achievement of financial results that were subsequently the subject of a restatement of financial statements of the Company filed with the Securities and Exchange Commission (“SEC”), or the amount of the award was based upon the achievement of financial results which subsequently were determined to have been overstated; (ii) the board of directors (“Board”) determines in its reasonable discretion, exercised in good faith, that Mr. Miller engaged in fraud, intentional misconduct or an intentional violation of law or the Company policy that caused or contributed to the need for the restatement or caused or contributed to the overstatement of the financial results; and (iii) the Board determines in its reasonable discretion, exercised in good faith, that it is in the best interests of the Company and its stockholders for Mr. Miller to repay or forfeit all or any portion of the bonus, incentive payment, equity award or other compensation.

The Company may terminate the Employment Agreement for Cause (as defined in the Employment Agreement), including: (i) the breach by Mr. Miller of any obligation, duty or agreement under this Agreement, which breach is not cured or corrected within 15 days of written notice thereof from the Company; (ii) Mr. Miller’s commission of any act of personal dishonesty, fraud, breach of fiduciary duty or trust; (iii) Mr. Miller’s conviction of, or plead guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law; (iv) Mr. Miller’s commission of any act of personal conduct that, in the reasonable opinion of the Board, gives rise to a material risk of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; (v) Mr. Miller’s commission of continued and repeated substantive violations of specific written directions of the Board or continued and repeated substantive failure to perform duties assigned by or pursuant to the Employment Agreement; (vi) Mr. Miller’s engagement in conduct that is demonstrably and materially injurious to the Company and the companies controlled by the Company (the “Company Group”), or that materially harms the reputation or financial position of the Company Group, unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the honest belief that such conduct was in the best interest of the Company Group; (vii) Mr. Miller is found liable in any SEC or other civil or criminal securities law action or entering any cease and desist order with respect to such action where the conduct that is the subject of such action is injurious to the Company Group; (viii) Mr. Miller (1) obstructs or impedes, (2) endeavors to influence, obstruct or impede, or (3) fails to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; or (ix) Mr. Miller makes any material misrepresentations (or omissions) in connection with his resume and other documents which may have been provided by Mr. Miller, and oral statements regarding his employment history, education and experience, in determining to enter into the Employment Agreement.

Mr. Miller may terminate the Employment Agreement for Good Reason (as defined in the Employment Agreement) including upon (a) a reduction in your Base Salary; (b) the assignment to Mr. Miller of duties and responsibilities that are materially beneath those of an executive vice president and provided that he notifies the Company within five business days of the assignment of such duties that he believes are the basis of termination of his employment for Good Reason and the Company does not revoke such duties and responsibilities. Mr. Miller is entitled to severance payments equal to one year’s base salary if his employment is terminated for Good Reason.

There are no other agreements or understandings pursuant to which Mr. Miller was selected as an Executive Vice President. There are no family relationships among any of our directors, executive officers and Mr. Miller. There are no related party transactions between the Company and Mr. Miller which are reportable under Item 404(a) of Regulation S-K.

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Item 9.01                      Financial Statements and Exhibits

Exhibit	Exhibit Description
10.1	Employment Agreement dated June 1, 2015
99.1	Press Release of General Finance Corporation dated June 1, 2015

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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: June 1, 2015	By:	/s/ CHRISTOPHER A. WILSON
		Christopher A. Wilson
		General Counsel, Vice President and Secretary

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EXHIBIT INDEX

Exhibit
Number	Exhibit Description
10.1	Employment Agreement dated June 1, 2015
99.1	Press Release of General Finance Corporation dated June 1, 2015

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EX-10.1

EXHIBIT 10.1

June 1, 2015

Jody E. Miller

10713 Wildflower Drive

Lees Summit, MO 64086

Dear Jody:

General Finance Corporation (the “Company”) is pleased to confirm the terms of your employment agreement (this “Agreement”) under which you will serve as the Executive Vice President of the Company commencing on June 1, 2015.  The Company is listed on The NASDAQ Stock Market.  We believe the position of Executive Vice President will be both challenging, rewarding and focused upon, but not limited to, the traditional areas of operations, sales, policies, marketing and management of executive personnel and other projects as are necessary.

Your employment will be on the following terms and conditions:

1.Title and Responsibilities

1.1You will serve as the Executive Vice President of the Company and Chief Executive Officer of GFN North America Leasing Corporation (“GFNL”) effective June 1, 2015.  You will report to the President and Chief Executive Officer of the Company.  Your duties and responsibilities shall be those normally and customarily vested in an Executive Vice President, as incident to the duties set forth herein and as set forth in the Bylaws of the Company.  Some of your duties are listed on Exhibit A.  In addition, your duties shall include those duties and services for the Company and its subsidiaries as the board of directors of the Company (the “Board”) shall in its discretion, from time to time, reasonably direct which are not inconsistent with your responsibilities described in this Section 1.

1.2You agree to obey all rules, regulations and special instructions of the Company and all other rules, regulations, guides, handbooks, procedures, policies and special instructions applicable to the Company’s business in connection with your duties hereunder and you shall endeavor to improve your ability and knowledge of the Company’s business in an effort to increase the value of your services for the mutual benefit of the Company and you.

1.3You will perform your responsibilities principally at the executive offices of the Company.

2.Base Salary.  Your base salary (“Base Salary”) will begin in new fiscal year, July 1, 2015, and will be $335,000 per year, payable in bimonthly installments less applicable tax withholding; the Base Salary will be reviewed annually.

3.Bonus.  You will be eligible for an annual performance bonus equal to 70% of your base salary each fiscal year of the Company provided that you are employed by the Company on the last day of such fiscal year.  The criteria for your annual performance bonus will be determined by the Compensation Committee and may include objective goals, such as EBITDA and profit margin targets, and individual goals.  Your completion of the performance criteria and the amount of the bonus you receive will be determined in the discretion of the Compensation Committee.

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The Company’s Compensation Committee (the “Committee”) or the Company’s CEO will advise you each year of the criteria upon which your bonus will be determined for each fiscal year.

4.Equity Incentives.  The Company has adopted the 2014 Stock Incentive Plan (this plan, as it may be amended, supplemented or superseded by any other stock incentive plans, the “Plan").  The Plan authorizes the grant of stock options, share appreciation rights, restricted shares, restricted share units, unrestricted shares, deferred share units and performance and cash-settled awards (each of the foregoing, an “Award” and collectively, the “Awards”).   The Committee shall have discretion to determine the value of any Awards other than restricted shares granted under this Section 4.

4.1No later than July 1, 2015, the Company will grant you restricted shares of Company common stock pursuant to the Plan with an aggregate value of $335,000 which will vest in equal amounts on each of the first three anniversaries of the date of grant, provided that you are employed by the Company or one of its subsidiaries as of each of the first three anniversaries.  If the Committee is unable or elects not to award restricted shares pursuant to the preceding sentence, you agree to accept any Award which the Committee grants you to satisfy the obligations of the Company described in the first sentence of this Section 4.1.

4.2Commencing on July 1, 2016 and no later than the first business day of July of each subsequent year, the Company will grant you restricted shares of Company common stock or other Awards pursuant to the Plan with an aggregate value of $335,000 which will vest in equal installments on each of the first three anniversaries of the date of grant, subject to the attainment of vesting criteria established by the Committee and provided that you are employed by the Company or one of its subsidiaries as of each of the first three anniversaries.

5.Reimbursement of Expenses.  The Company shall pay you a monthly automobile allowance of $650 per month.  You will be reimbursed for reasonable and necessary work-related expenses, including but not limited to, phone charges, travel expenses, laptop and desk top computer, and computer time on the Company’s server; other reasonable and necessary work-related costs will be borne by the Company.

6.Employee Benefits.  You will be entitled to participate on the same basis in all offered benefits or programs as any other employee of the Company for medical insurance and retirement programs.  You will be eligible to participate in the Company retirement plan after three months of employment.  Medical and dental benefits will be provided to you and your immediate family at no cost to you.

7.Vacation.  You shall be entitled to 20 days paid vacation each year, which shall accrue monthly.  You shall have the right to carry over unused vacation to the extent permitted by the Company’s policy from time to time in effect.  In all other respects, vacation shall be subject to the Company’s vacation policies as set forth in the employee handbook to be adopted.

8.Term and Termination of Employment.  Your employment will commence on June 1, 2015 (or such other date as may be agreed between you and the Company) and will terminate on the earliest to occur of the following:

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8.1upon your death;

8.2upon the delivery to you of written notice of termination by the Company if you shall suffer a physical or mental disability which renders you unable to perform your duties and obligations under this Agreement for either 60 consecutive days or 120 days in any 12-month period;

8.3upon 30 days’ written notice from you to the Company;

8.4upon written notice from you to the Company for one or more of the following effected without your written consent (“Good Reason”), provided that such notice is received within 90 days of the event or circumstance constituting Good Reason: (a) a reduction in your Base Salary; (b) you are assigned duties and responsibilities that are materially beneath those of an executive vice president (considering in this regard the limited staffing the Company has and expects to have in the future) and provided that you notify the Company within five business days of the assignment of such duties that you believe are the basis of termination of your employment for Good Reason and the Company does not revoke such duties and responsibilities;

8.5upon delivery to you of written notice of termination by the Company (i) For Cause, or (ii) without cause following receipt of written notice of termination from you pursuant to Section 8.3 of this Agreement; or

8.6upon delivery to you of written notice of termination by the Company without cause.

9.Severance

9.1Upon termination of your employment for any reason, you shall not be entitled to any severance, except that if you terminate your employment for Good Reason, or the Company terminates your employment without cause, you shall be entitled to a lump sum severance payment equal to 12 months’ Base Salary as in effect on the date of termination (but prior to any reduction in salary that entitled you to terminate your employment for Good Reason) provided that you execute and deliver to the Company, and do not revoke, a written release (the “Release”), in form and substance satisfactory to the Company, of any and all claims against the Company and its subsidiaries, directors, officers and affiliates with respect to all matters arising out of your employment by the Company.  The Company shall be entitled to defer payment of any amounts under this Section 9 until the expiration of any period during which you shall have the right to revoke the Release.

9.2Notwithstanding the timing of payments set forth in this Agreement, if the Company determines that you are a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and that, as a result of such status, any portion of the payment under this Agreement would be subject to additional taxation, the Company will delay paying any portion of such payment until the earliest permissible date on which payments may commence without triggering such additional taxation (with such delay not to exceed six months), with the first such payment to include the amounts that would have been paid earlier but for the above delay.

10.Certain Definitions.  For purposes of this Agreement, the following capitalized terms have the following meanings:

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10.1“For Cause” shall mean, in the context of a basis for termination of your employment with the Company, that:

10.1.1you breach any obligation, duty or agreement under this Agreement, which breach is not cured or corrected within 15 days of written notice thereof from the Company; or

10.1.2you commit any act of personal dishonesty, fraud, breach of fiduciary duty or trust; or

10.1.3you are convicted of, or plead guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law; or

10.1.4you commit any act of personal conduct that, in the reasonable opinion of the Board, gives rise to a material risk of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; or

10.1.5you commit continued and repeated substantive violations of specific written directions of the Board, which directions are consistent with this Agreement and your position as Executive Vice President, or continued and repeated substantive failure to perform duties assigned by or pursuant to this Agreement; provided that no discharge shall be deemed For Cause under this subsection 10.1.5 unless you first receive written notice from the Company advising you of the specific acts or omissions alleged to constitute violations of written directions or a material failure to perform your duties, and such violations or material failure continue after you shall have had a reasonable opportunity to correct the acts or omissions so complained of; or

10.1.6you engage in conduct that is demonstrably and materially injurious to the Company Group (as defined below), or that materially harms the reputation or financial position of the Company Group (as defined below), unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the honest belief that such conduct was in the best interest of the Company Group (as defined below); or

10.1.7you are found liable in any Securities and Exchange Commission (“SEC”) or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not you admit or deny liability) where the conduct that is the subject of such action is demonstrably and materially injurious to the Company Group (as defined below); or

10.1.8you (i) obstruct or impede, (ii) endeavor to influence, obstruct or impede, or (iii) fail to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”) (however, your failure to waive attorney-client privilege relating to communications with your own attorney in connection with an Investigation shall not constitute “Cause”); or

10.1.9you made any material misrepresentations (or omissions) in connection with your resume and other documents which may have been provided by you, and oral statements regarding your employment history, education and experience, in determining to enter into the Agreement.

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10.2“Company Group” means the Company and each corporation or entity controlled directly or indirectly by the Company.

11.Employment “At Will.”  Nothing in this Agreement constitutes a promise of continued employment or employment for a specified term.  By discussing the terms of employment with the Company outlined herein, you agree and acknowledge that your employment relationship with the Company would be at will.

12.Non-Solicitation.  During the period from the date your employment with the Company terminates through the second anniversary of such date, you will not directly or indirectly, either alone or by action in concert with others:  (a) induce or attempt to influence any employee of any member of the Company Group to terminate his or her employment with any member of the Company Group; (b) employ or offer employment to any person who was employed by any member of the Company Group at the time of termination of your employment with the Company; or (c) induce or attempt to induce any customer, supplier, licensee or other business relationship of any member of the Company Group to cease or reduce its business with any member of the Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business relationship and any member of the Company Group; or (d) solicit business from any of the Company’s customers.

13.Confidentiality.   You agree not to disclose or use at any time (whether during or after your employment with the Company) for your own benefit or purposes or the benefit or purposes of any other person any non-public information regarding the Company Group and its business, operations, assets, financial condition and properties, including, without limitation, trade secrets, business plans, policies, pricing information and customer data, provided that the foregoing covenant shall not restrict you from disclosing information to the extent required by law.  You agree that upon termination of your employment with the Company for any reason, you will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company Group except that you may retain personal notes, notebooks, diaries, rolodexes and addresses and phone numbers.  You further agree that you will not retain or use for your account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of any member of the Company Group.

14. Clawback Provisions.  You agree to repay or forfeit, to the fullest extent permitted by law, any bonus, incentive payment, equity award or other compensation has been awarded or received if each of the following three elements is satisfied:

14.1the payment, grant or vesting of such compensation was based upon the achievement of financial results that were subsequently the subject of a restatement of financial statements of the Company filed with the SEC, or the amount of the award was based upon the achievement of financial results which subsequently were determined to have been overstated;

14.2the Board determines in its reasonable discretion, exercised in good faith, that you engaged in fraud, intentional misconduct or an intentional violation of law or the Company policy that caused or contributed to the need for the restatement or caused or contributed to the overstatement of the financial results; and

14.3the Board determines in its reasonable discretion, exercised in good faith, that it is in the best interests of the Company and its stockholders for you to repay or forfeit all or any portion of the bonus, incentive payment, equity award or other compensation.

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15.Withholding.  The Company may deduct from any compensation payable to you (including payments made pursuant to Section 9 of this Agreement in connection with or following termination of employment) amounts sufficient to cover your share of applicable federal, state and/or local income tax withholding, old-age and survivors’ and other Social Security payments, state disability and other insurance premiums and payments.

16.Entire Agreement.  The foregoing constitutes the entire agreement between you and the Company should you elect to proceed.  By ultimately accepting, you and the Company are agreeing to be bound by the terms of this Agreement, and only this Agreement.  In other words, you are not accepting the offer based on an understanding or promise, oral or written, which is not contained in this Agreement, as this Agreement would represent the entire agreement and understanding between you and the Company regarding your employment with the Company should you proceed.  Any changes to the terms of this Agreement can only be in writing and must be signed by you and either the President and Chief Executive Officer or the Chairman of the Compensation Committee in order to be valid and enforceable.  Notwithstanding the foregoing, you acknowledge that the Company has relied on your resume and other documents which may have been provided by you, and oral statements regarding your employment history, education and experience, in determining to enter into the Agreement, and material misrepresentations (or omissions) in connection with such documents may constitute the basis of termination For Cause, as contemplated by the definition of For Cause.

17.Governing Law.  This Agreement has been made and entered into in the State of Texas and shall be construed in accordance with the laws of the State of California.

18.Captions.  The various captions of this Agreement are for reference only and shall not be considered or referred to in resolving questions of interpretation of this Agreement.

19.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

We believe that you would be a worthy addition to the Company and are capable of making an outstanding contribution and that we, in turn, can offer you a challenging and rewarding career.  We look forward to working together with you.

Very truly yours,

GENERAL FINANCE CORPORATION	Accepted and agreed as of the date set for above
By     /s/ Ronald F. Valenta Ronald F. Valenta President and Chief Executive Officer	/s/ Jody E. Miller Jody E. Miller

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EXHIBIT A

Description of Duties and Responsibilities

-        All activities, responsibilities and authority related to the position

         of an Executive Vice President;

-        Responsible for Company policies, procedures and culture;

-        All activities and responsibilities for GFNL operations in North America;

-        Responsible for operations, sales and marketing in North America;

-        Member of the Executive Management Committee (EMC);

-        Advisor to Royal Wolf Holdings Limited (RW) CEO;

-        Anticipated member of RW Board of Directors in October, 2015; and

-        Reports to the President and Chief Executive Officer of the Company.

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

General Finance Corporation Appoints Jody Miller to Executive Vice President and CEO of North America Leasing Operations

PASADENA, CA – June 1, 2015 – General Finance Corporation (NASDAQ: GFN), a leading specialty rental services company offering portable storage, modular space and liquid containment solutions in North America and in the Asia-Pacific region of Australia and New Zealand, today announced that Jody Miller has been appointed Executive Vice President of General Finance Corporation (the “Company”) and Chief Executive Officer of GFN North America Leasing Corporation. Mr. Miller previously has over 25 years of rental equipment experience.

Mr. Miller, age 48, will assume responsibility for the Company’s North American leasing operations and will report directly to Ronald Valenta, President and Chief Executive Officer of the Company.

“Having worked with Jody for many years in the past, I am very familiar with his positive impact on a company’s culture. He has an extremely successful track record in not only the portable services rental sector but the rental sector in general. We are very excited he has accepted this significant role with us as we continue to execute on our business strategies,” said Mr. Valenta. “Jody is an exceptionally talented and a proven leader in achieving operational excellence, superior sales and high asset returns. He also will serve as a great mentor to his management team and employees at each and every level. Jody’s new role with our company will be a perfect complement to his skill set and vast experience as we continue to create value and deliver the best results for our shareholders, customers and employees.”

Prior to joining the Company, Mr. Miller spent over 25 years in the equipment rental industry, including at Mobile Mini, Inc. as Executive Vice President and Chief Operations Officer for five years, Mobile Storage Group, Inc. as Senior Vice President for five years, and RSC Holdings, Inc. as Regional Vice President for seven years. Prior to that, he worked in smaller rental businesses in various leadership roles. Mr. Miller is a 1990 graduate of Central Missouri State University.

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 principal leasing operations are in the Asia-Pacific regions of Australia and New Zealand, consisting of majority-owned Royal Wolf Holdings Limited (www.royalwolf.com.au), the leading provider of portable storage solutions in those regions, and in North America, consisting of wholly-owned Pac-Van, Inc. (www.pacvan.com) and Lone Star Tank Rental Inc. (www.lonestartank.com), 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 (www.southernfrac.com), 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