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EX-10.5 - MATERIAL CONTRACTS - General Finance CORP | ex_10-5.htm |
EX-10.1 - MATERIAL CONTRACTS - General Finance CORP | ex_10-1.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): March 24,
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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☐
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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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☐
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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
This
Amendment No. 2 to the Current Report on Form 8-K as filed on March
30, 2017, as amended by that certain Current Report on Form 8-K
filed on March 31, 2017 (as amended, the “Original
8-K”) amends Item 1.01 by providing a revised description of
the Omnibus Amendment (redefined as the “Omnibus
Amendment”) and attaches as Exhibit 10.5, Amendment No. 6 to
Amended and Restated Credit Agreement dated March 24, 2017 among
Wells Fargo Bank, East West, CIT, Private Bank, Key Bank, BHI,
Great American, GFNRC, Lone Star, Pac-Van and Southern Frac. No
other changes have been made to the Original Form 8-K.
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
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Page
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Item 1.01
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Entry Into a Material Definitive 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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2
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EXHIBIT
10.1
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Omnibus
Amendment and Reaffirmation Agreement is dated as of March 24,
2017 among Wells Fargo Bank, National
Association ("Wells Fargo"), East West Bank ("East West"), CIT
Bank, N.A. (“CIT”), the Private Bank and Trust Company
(the "Private Bank"), Key Bank, National Association (“Key
Bank”), Bank Hapoalim, N.A. (“BHI”) and GACP I,
L.P. (“Great American” and collectively with Wells
Fargo, East West, CIT, Private Bank, Key Bank and BHI, the
"Lenders"), GFN Realty Company, LLC,
(“GFNRC”), Lone Star Tank Rental Inc. (“Lone
Star”), Pac-Van, Inc. (“Pac-Van”), Southern
Frac, LLC (“Southern Frac”),
PV Acquisition Corp.,
(“PV Acquisition”), GFN Manufacturing
Corporation (“GFN Manufacturing”), and
GFN North America Corp. (“GFNNA” and collectively
with GFNRC, Southern Frac, Lone Star, Pac-Van, PV Acquisition and
GFN Manufacturing, the “Credit Parties”)
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EXHIBIT
10.5 †
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Amendment No. 6 to Amended and Restated Credit Agreement dated
March 24, 2017 among Wells Fargo Bank, East West, CIT, Private
Bank, Key Bank, BHI, Great American, GFNRC, Lone Star, Pac-Van and
Southern Frac
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†
Certain portions have been omitted
pursuant to a confidential treatment request. Omitted information
has been filed separately with the Securities and Exchange
Commission.
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Item 1.01 Entry Into A Material Definitive
Agreement
On
March 24, 2017, Wells Fargo Bank,
National Association ("Wells Fargo"), East West Bank ("East West"),
CIT Bank, N.A. (“CIT”), the Private Bank and Trust
Company (the "Private Bank"), Key Bank, National Association
(“Key Bank”), Bank Hapoalim, N.A. (“BHI”)
and GACP I, L.P. (“Great American” and collectively
with Wells Fargo, East West, CIT, Private Bank, Key Bank and BHI,
the "Lenders"), GFN Realty Company, LLC,
(“GFNRC”), Lone Star Tank Rental Inc. (“Lone
Star”), Pac-Van, Inc. (“Pac-Van”), Southern
Frac, LLC (“Southern Frac” and collectively with
GFNRC, Lone Star and Pac-Van, the “Borrowers”)
entered into that certain Amendment
No. 6 to Amended and Restated Credit Agreement (the
“Amendment”).
In
connection with the Amendment, on March 24, 2017, the
Lenders, GFNRC, Lone Star,
Pac-Van and Southern Frac entered into
that certain Omnibus Amendment and Reaffirmation Agreement
(the “Omnibus Amendment”)
as more fully described below.
Amendment
The
Amendment amended the terms and conditions of the Amended and
Restated Credit Agreement dated April 7, 2014 (as amended to date,
the “Credit Agreement”) relating to the senior credit
facility (the “Credit Facility”) of GFNRC, Lone Star,
Pac-Van and Southern Frac (collectively, the
“Borrowers”). The Amendment amended certain terms of
the Credit Agreement, including, without limitation, adjusting the
maximum amount that may be borrowed by the Borrowers to
$230,000,000, extending the maturity date until March 24, 2022,
assuming the Company’s 8.125% Senior Unsecured Notes due July
31, 2021 are extended at least 90 days past this scheduled maturity
date, otherwise the Credit Facility would mature on March 24, 2021,
created a First In Last Out term loan (”FILO Term
Loan”) within the Credit Facility in the amount of
$20,000,000, and inclusive in the $230,000,000 total Credit
Facility and includes a provision which allows the Borrowers to
increase the maximum amount that may be borrowed under the Credit
Facility by $7,000,000 subject to certain conditions.
Repayment of all borrowings under the Credit
Agreement, as amended by the Amendment, including the FILO Term
Loan, is secured by a first priority security interest on
substantially all of the rental fleet, inventory and assets of the
Credit Parties. All borrowings under the Credit Agreement, except
the FILO Term Loan, bear interest at LIBOR plus a margin of 2.5% to
3.0% per annum or a base rate plus a margin of 1.00% to 1.50% per
annum. The FILO Term Loan will bear interest at rate of LIBOR plus
a margin of 11.0% per annum. The FILO
Term Loan has the same maturity date and contains a first priority
lien on the same collateral used in the Credit Facility, however on
a “last out basis,” after all of the outstanding
obligations to the primary lenders in the Facility have been
satisfied.
Pursuant to the Amendment, the Credit
Parties agreed to be bound by the intercreditor provisions attached
hereto as Exhibit 10.4 (the “Intercreditor
Provisions”) for the benefit of Wells Fargo, as agent
for the Lenders who are parties to the Credit Agreement and Great
American. Under the Intercreditor Provisions, the Credit Parties,
the Lenders, including Great American, agreed to the terms under
which the FILO Term Loan may be repaid.
The
Credit Agreement also contains covenants that require the Credit
Parties to, among other things, periodically deliver financial and
other information to Wells Fargo and the lenders who are parties to
the Credit Agreement. The Credit Agreement contains customary
negative covenants applicable to the Credit Parties, including
negative covenants that restrict the ability of such entities to,
among other things, (i) acquire and sell assets and enter into
mergers and consolidations, (ii) create or permit to exist certain
liens upon assets, (iii) make capital expenditures in excess of
defined limits, (iv) repurchase or pay dividends or make
certain other restricted payments on capital stock and certain
other securities, or prepay certain indebtedness,
(v) reclassify equipment held for lease to equipment held for
sale in excess of defined limits or (vi) incur losses from the sale
of assets in excess of defined limits.
The
Credit Agreement includes other covenants, representations,
warranties, indemnification provisions, and events of default that
are customary for senior secured credit facilities, including
events of default relating to a change of control of the
Borrowers.
The
foregoing description of the Amendment is qualified in its entirety
by the Amendment, which is attached hereto as Exhibit 10.5 hereto
and is incorporated by reference herein.
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Omnibus
Amendment
In
connection with the Amendment, on March 24, 2017, the
Lenders, GFNRC, Lone Star,
Pac-Van and Southern Frac entered into
that certain Omnibus Amendment.
The Omnibus Amendment, among other things, amended the Intercompany
Subordination Agreement dated September 7, 2012 among GFN North
America Corp., Pac-Van, PV Acquisition Corp., each other entity who
become parties thereto by joinder and Wells Fargo to provide that
the Borrowers and PV Acquisition Corp. could make subordinated debt
payments to GFN North America Corp. if no “Default” or
“Event of Default” (each as defined in the Credit
Agreement) had occurred under the Credit Agreement, each Borrower
was “Solvent” (as defined in the Credit Agreement),
funds available to borrow under the Credit Agreement, or
“Excess Availability” (as defined in the Credit
Agreement) is equal to or greater than $21,000,000 and the
“Fixed Charge Coverage Ratio” (as defined in the Credit
Agreement) measured on a trailing-twelve-months’ basis, on an
actual basis and after giving pro forma effect to the subordinated
debt payment, will be greater than 1.25 to 1.00 and the
subordinated debt payment is not expressly prohibited by the Credit
Agreement.
Pursuant to the Credit Agreement updated schedules
to the U.S. Guaranty and Security Agreement dated September 7, 2012
among Pac-Van, each person a “grantor” thereunder and
Wells Fargo, as amended to date, and updated schedules to the
Canadian Guaranty and Security Agreement dated September 7, 2012
among PV Acquisition Corp., each person a “grantor”
thereunder and Wells Fargo, as amended to date, were delivered to
Wells Fargo and each of GFN North America Corp. and the Borrowers
made representations and warranties to the Lenders concerning the
completeness and accuracy of the disclosure in such schedules. In
addition, for the benefit of the Lenders, GFN North America Corp.
and the Borrowers reaffirmed each agreement and covenant in
the U.S. Guaranty and Security Agreement dated September 7,
2012, as amended to date, the Canadian Guaranty and Security
Agreement dated September 7, 2012, as amended to date, the
GFN–Pac-Van Pledge Agreement dated September 7, 2012, as
amended to date, the GFN–Lone Star Pledge Agreement dated
April 7, 2014, as amended to date, the Master Intercompany Note
dated September 7, 2012, as amended to date (the
“Intercompany Note”) , an endorsement to the
Intercompany Note, the Intercompany Subordination Agreement dated
September 7, 2012 by and among GFN North America Corp., Pac-Van, PV
Acquisition Corp. and each other party an obligor thereto and Wells
Fargo, as amended to date, that certain fee letter dated as of
December 13, 2016, as amended to date, and all documents executed
in connection with each of the foregoing.
The
foregoing description of the Omnibus Amendment is qualified in its
entirety by the Amendment, which is attached hereto as Exhibit 10.1
hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and
Exhibits
Exhibit:
10.1
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Omnibus
Amendment and Reaffirmation Agreement is dated as of March 24,
2017 among Wells Fargo, East West,
CIT, the Private Bank, Key Bank, BHI and Great American
(collectively with Wells Fargo, East West, CIT, Private Bank, Key
Bank and BHI, the "Lenders"), and the Credit
Parties.
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10.5†
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Amendment No. 6 to Amended and Restated Credit Agreement dated
March 24, 2017 among Wells Fargo Bank, East West, CIT, Private
Bank, Key Bank, BHI, Great American, GFNRC, Lone Star, Pac-Van and
Southern Frac.
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†
Certain portions have been omitted
pursuant to a confidential treatment request. Omitted information
has been filed separately with the Securities and Exchange
Commission.
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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: May 3, 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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3
EXHIBIT INDEX
Exhibit Number
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Exhibit Description
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10.1
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Omnibus
Amendment and Reaffirmation Agreement is dated as of March 24,
2017 among Wells Fargo Bank, National
Association ("Wells Fargo"), East West Bank ("East West"), CIT
Bank, N.A. (“CIT”), the Private Bank and Trust Company
(the "Private Bank"), Key Bank, National Association (“Key
Bank”), Bank Hapoalim, N.A. (“BHI”) and GACP I,
L.P. (“Great American” and collectively with Wells
Fargo, East West, CIT, Private Bank, Key Bank and BHI, the
"Lenders"), GFN Realty Company, LLC,
(“GFNRC”), Lone Star Tank Rental Inc. (“Lone
Star”), Pac-Van, Inc. (“Pac-Van”), Southern
Frac, LLC (“Southern Frac”),
PV Acquisition Corp.,
(“PV Acquisition”), GFN Manufacturing
Corporation (“GFN Manufacturing”), and
GFN North America Corp. (“GFNNA” and collectively
with GFNRC, Southern Frac, Lone Star, Pac-Van, PV Acquisition and
GFN Manufacturing, the “Credit Parties”)
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10.5†
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Amendment
No. 6 to Amended and Restated Credit Agreement dated March 24, 2017
among Wells Fargo Bank, East West, CIT, Private Bank, Key Bank,
BHI, Great American, GFNRC, Lone Star, Pac-Van and Southern
Frac.
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†
Certain portions have been omitted pursuant to a confidential
treatment request. Omitted information has been filed separately
with the Securities and Exchange Commission.
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