Blueprint
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 26,
2017
General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-32845
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32-0163571
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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39 East Union Street
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Pasadena, California
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91103
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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 (“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
subsidiaries, GFN Asia Pacific Finance Pty Ltd, an Australian
corporation (“GFNAPF”), Royal Wolf Holdings Limited, an
Australian corporation (“RWH”), and its Australian and
New Zealand subsidiaries (collectively, “Royal
Wolf”).
TABLE OF CONTENTS
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Page
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Item 1.01
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Entry into a Definitive Material Agreement
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1
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Item 9.01
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Financial Statements and Exhibits
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1
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Exhibit 10.1
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Syndicated Facility Agreement dated October 26, 2017 among
Royal Wolf Holdings Limited, Royal
Wolf Trading Australia Pty Limited, Royalwolf Trading New Zealand
Limited, Kookaburra Containers Pty Limited, Royalwolf NZ
Acquisition Co. Limited, Deutsche Bank AG, Sydney Branch, CSL Fund
(PB) Lux Sarl II, Aiguilles Rouges Lux Sarl II, Perpetual Corporate
Trust Limited and P.T. Limited
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Item 1.01 Entry into a Definitive Material
Agreement
On October 26, 2017 Royal Wolf Holdings
Limited (“Royal Wolf Holdings”), Royal Wolf Trading Australia Pty Limited
(“Royal Wolf Australia”),
Royalwolf Trading New Zealand Limited ("Royal Wolf New
Zealand”), Kookaburra Containers
Pty Limited (“Kookaburra”), Royalwolf NZ Acquisition
Co. Limited (“Royalwolf NZ” and collectively with Royal
Wolf Holdings, Royal Wolf Australia, Royal Wolf New Zealand and
Kookaburra, “Royal Wolf”), Deutsche Bank AG, Sydney
Branch, CSL Fund (PB) Lux Sarl II, Aiguilles Rouges Lux Sarl II,
Perpetual Corporate Trust Limited and P.T. Limited entered into
that certain Syndicated Facility Agreement (the “Syndicated
Facility Agreement”).
Pursuant to the Syndicated Facility Agreement,
Royal Wolf entered into an A$125 million senior secured credit
facility (the “New Royal Wolf Credit Facility”).
Amounts borrowed under the New Royal Wolf Credit Facility will be
used to repay in full on November 3, 2017 all amounts borrowed
under the existing senior secured credit facility of Royal Wolf
(the “Existing Royal Wolf Credit Facility”) pursuant to
that certain ANZ Multicurrency Facility Agreement dated May
8, 2014, as amended to date (the “ANZ Multicurrency
Agreement”) among Royal Wolf, Australia and New Zealand Banking Group Limited
and ANZ Bank New Zealand Limited, and that certain CBA
Multicurrency Facility Agreement dated May 8, 2014, as amended to
date (the “CBA Multicurrency Agreement”),
among Royal Wolf and
Commonwealth Bank of Australia and to
pay related fees and expenses.
The
New Royal Wolf Credit Facility will consist of a single draw A$20
million Facility A that would amortize semi-annually with payments
of A$3.33 million, a single draw A$85 million Facility B1 with no
amortization, a single draw NZ$30 million Facility B2 with no
amortization and an A$20 million revolving Facility C that can be
drawn and re-drawn. Facilities A, B1 and B2 will be used to prepay
in full all amounts borrowed under the Existing Royal Wolf Credit
Facility and to pay fees and expenses related to the New Royal Wolf
Credit Facility, and Facility C would be used for working capital
purposes, capital expenditures and general corporate purposes. The
maturity date of the Syndicated Facility Agreement, when all
amounts borrowed under the New Royal Wolf Credit Facility must be
repaid, is November 3, 2020.
Amounts
borrowed under Facilities A, B1, B2 and C of the New Royal Wolf
Credit Facility will bear interest at the rate of 5% per annum
until delivery of the first compliance certificate and thereafter
at the Bank Bill Swap Rate plus a margin of 4.25% to 5.5% per
annum, as determined by net leverage. Fees and expenses payable to
Deutsche Bank to commit capital and enter into the New Royal Wolf
Credit Facility are estimated at up to A$2.83 million, while an
exit fee of up to A$1.125 million is owed upon repayment of all
amounts borrowed under the New Royal Wolf Credit
Facility.
Repayment
of all amounts borrowed under the New Royal Wolf Credit Facility
will be secured by a fixed and floating charge over all assets of
Royal Wolf and by the pledge of all capital stock of all the
subsidiaries of Royal Wolf Holdings.
Covenants
under the New Royal Wolf Credit Facility will consist of a net
leverage ratio covenant which requires net leverage, as defined, of
less than 3.25x, a debt coverage ratio covenant which requires debt
coverage, as defined, of 1.4x or greater and a “guarantor
threshold test” covenant that requires Royal Wolf to directly
hold not less than 95% of its total tangible assets and to account
for not less than 95% of the earnings before interest, taxes,
depreciation and amortization for the calculation period, as
defined in the Syndicated Facility Agreement.
The
Syndicated Facility Agreement contains customary events of default,
including, without limitation, non-payment of amounts borrowed,
breach of financial covenants, a default under any other financial
indebtedness of Royal Wolf or a change of control which results in
General Finance Corporation ceasing to directly or indirectly
control Royal Wolf, each as defined in the Syndicated Facility
Agreement.
The foregoing description of the Syndicated
Facility Agreement is a summary and is qualified in its entirety by
reference to the Syndicated Facility Agreement, which is attached
as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 9.01 Financial Statements and
Exhibits
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Exhibit
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Exhibit
Description
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10.1
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Syndicated Facility Agreement dated October 26, 2017 among Royal
Wolf Holdings Limited, Royal Wolf Trading Australia Pty Limited,
Royalwolf Trading New Zealand Limited, Kookaburra Containers Pty
Limited, Royalwolf NZ Acquisition Co. Limited, Deutsche Bank AG,
Sydney Branch, CSL Fund (PB) Lux Sarl II, Aiguilles Rouges Lux Sarl
II, Perpetual Corporate Trust Limited and P.T. Limited
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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.
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GENERAL FINANCE CORPORATION
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Dated: October 27, 2017
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By:
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/s/ CHRISTOPHER A. WILSON
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Christopher A. Wilson
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General Counsel, Vice President and Secretary
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EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Description
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10.1
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Syndicated Facility Agreement dated October 26, 2017 among Royal
Wolf Holdings Limited, Royal Wolf Trading Australia Pty Limited,
Royalwolf Trading New Zealand Limited, Kookaburra Containers Pty
Limited, Royalwolf NZ Acquisition Co. Limited, Deutsche Bank AG,
Sydney Branch, CSL Fund (PB) Lux Sarl II, Aiguilles Rouges Lux Sarl
II, Perpetual Corporate Trust Limited and P.T. Limited
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