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): December 21, 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 (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 Royal Wolf Holdings Limited dated December 22, 2015

i

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

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: December 21, 2015	By:	/s/ CHRISTOPHER A. WILSON
		Christopher A. Wilson
		Vice President, General Counsel & Secretary

2

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
99.1	Press Release of Royal Wolf Holdings Limited dated December 22, 2015

3

EX-99.1

EXHIBIT 99.1

MEDIA RELEASE

Titan Announcement & Market Update

Royal Wolf notes the announcement by Titan Energy Services that it and certain of its subsidiaries have resolved to appoint administrators.

Royal Wolf has outstanding invoices and contracted future revenues from the Titan Group of in excess of $5.0m, as well as an entitlement to recover various other costs and expenses. The total amount of Royal Wolf’s claim against the Titan Group entities will need to be quantified. The obligations of the Titan Group in respect of Royal Wolf’s claim are secured by first ranking security interests over all of the present and after acquired property of Titan Energy Services and its relevant operating subsidiaries.

Although Titan has made payments during the FY16, the impact on our rental revenue and potential asset sales is forecast to reduce our FY16 EBITDA to the range of $36-$39 million and NPAT to $7.5-$9.5 million.

We will pursue the full amount outstanding however we have not included in our forecast any contribution by 30th June 2016.

Robert Allan, Chief Executive Officer, said “We are disappointed that Titan has not been able to continue operations until a return to drilling demand occurs. We believe we have made a number of commercial decisions to provide Titan with flexibility over this difficult period with the clear objective being to deliver value to Royal Wolf’s shareholders”.

“At Royal Wolf we have always adopted the strategy of engaging with diverse customers in diverse geographies demonstrating the strength and flexibility of Royal Wolf’s container designs.”

“The above forecast includes approximately $1.2 million in leasing revenue from energy and resources camps year to date. The forecast reflects that as a result of recovering our equipment from Titan, almost all Resources/Energy camps have been dehired.”

“Our team is identifying and securing opportunities to gradually redeploy the idle accommodation assets. The balance of our activity is tracking within our expectations, we have capacity under our bank facilities and we continue to seek organic growth and accretive acquisitions.”

For further information please contact:

Robert Allan	Greg Baker
Chief Executive Officer	Chief Financial Officer
+61 2 9482 3466	+61 2 9482 3466

About Royal Wolf

Royal Wolf is the industry leader in the hire, sale and modification of new and refurbished shipping containers, with 20 years of experience and a network of 34 facilities including 30 dedicated Customer Service Centres across Australia and New Zealand.

Renowned for its focus on product innovation, Royal Wolf has taken the design and basic engineering of the traditional shipping container to new heights and today its products are used in a wide range of applications to help solve business challenges across many market sectors.

The company has a customer base of over 20,000, supplying customers each year with containers which are inexpensive, safe, secure, easily transportable and able to be modified with doors, internal walls, windows, electricity, water supply and more.

From portable storage options for consumers, sporting associations, community groups and schools, to accommodation units, mobile exhibitions, retail outlets, offices, kitchens, training facilities and innovative construction projects, experience shows ‘You can do anything in a Royal Wolf’.