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 15, 2017

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))

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 Insurance Corporation, an Arizona corporation (“GFNI”); 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 8.01	Other Events	1
Item 9.01	Financial Statements and Exhibits	1

Exhibit 99.1 Press Release of General Finance Corporation dated June 15, 2017

  i

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 15, 2017 General Finance Corporation (the “Company”) announced that it will appoint Jody Miller as the Chief Executive Officer of the Company effective January 1, 2018. Mr. Miller will assume responsibility for the Company’s global operations and will report directly to Ronald Valenta, Executive Chairman of the Board of Directors of the Company. The Company also announced that it will nominate Mr. Miller to serve on the board of directors commencing in December 2017. Mr. Valenta will resign as Chief Executive Officer effective January 1, 2018. The press release announcing Mr. Miller’s appointment is attached hereto as Exhibit 99.1.

Item 8.01 Other Events

On June 15, 2017 General Finance Corporation (the “Company”) announced that it will appoint Jody Miller as the Chief Executive Officer of the Company effective January 1, 2018. Mr. Miller will assume responsibility for the Company’s global operations and will report directly to Ronald Valenta, Executive Chairman of the Board of Directors of the Company. The Company also announced that it will nominate Mr. Miller to serve on the board of directors commencing in December 2017. Mr. Valenta will resign as Chief Executive Officer effective January 1, 2018. The press release announcing Mr. Miller’s appointment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit	Exhibit Description
99.1	Press Release of General Finance Corporation dated June 15, 2017

  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 15, 2017	By:	/s/ CHRISTOPHER A. WILSON
		Christopher A. Wilson
		General Counsel, Vice President and Secretary

  2

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
99.1	Press Release of General Finance Corporation dated June 15, 2017

  3

EX-99.1

EXHIBIT 99.1

General Finance Corporation to Promote Jody Miller to Chief Executive Officer

PASADENA, CA – June 15, 2017 – 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 effective January 1, 2018, Jody Miller will become President and Chief Executive Officer of General Finance Corporation (the “Company”). He will be assuming responsibility for global operations, with Ronald F. Valenta becoming the Company’s Executive Chairman of the Board of Directors, primarily focused on strategy and growth. Mr. Miller will also join the Board of Directors later in the year, restoring the Company’s board to seven members. He had initially been with the Company as a consultant for two years, overseeing two of the Company’s subsidiaries. In July 2015, Mr. Miller was promoted to Executive Vice President of the Company and Chief Executive Officer of GFN North America Leasing Corporation, and then last year as President of the Company.

Mr. Miller, age 50, will assume responsibility for the Company’s worldwide operations, capital procurement and allocation, and will report directly to Mr. Valenta.

“Having known Jody for over a decade, I can unequivocally say he is a tremendous asset to the Company, and this is a very well deserved promotion,” said Mr. Valenta. “He has an extremely successful track record in the portable services and equipment rental sectors. Jody is well respected in the industry, in our Company and even by our competitors. He has accumulated strong global management expertise and is very disciplined and focused on our strategic goals. We look forward to his continued commitment and leadership.”

“I have very much enjoyed my time at General Finance Corporation and look forward to serving this exceptional Company, its shareholders and its customers,” said Mr. Miller. “Together we have built a great culture with a strong foundation positioned for growth. Our dedicated and hard-working employees continue to execute our time tested business model.”

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; at Mobile Storage Group, Inc. as Senior Vice President for five years; and at 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 Asia-Pacific leasing operations in Australia and New Zealand consist of majority-owned Royal Wolf Holdings Limited (www.royalwolf.com.au), the leading provider of portable storage solutions in those countries. 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 other steel-related products in North America. Royal Wolf’s shares trade under the symbol “RWH” on the Australian Securities Exchange.

Investor/Media Contact

Larry Clark

Financial Profiles, Inc.

(310) 622-8223