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8-K - PRIMARY DOCUMENT - General Finance CORP | form_8k.htm |
EXHIBIT
99.1
GENERAL FINANCE CORPORATION ANNOUNCES CONSENT SOLICITATION FOR ITS
8.125% SENIOR NOTES DUE 2021
PASADENA,
CA – October 16, 2018 – General Finance Corporation
(NASDAQ: GFN) (the “Company”) announced today that it
is soliciting consents from holders of its 8.125% Senior Notes due
2021 (the “Notes”) to approve certain amendments (the
“Proposed Amendments”) to the indenture governing the
Notes.
The
Proposed Amendments would permit the Company and its restricted
subsidiaries to incur additional indebtedness from time to time,
including pursuant to the Company’s existing credit agreement
and existing master capital lease agreement, or such new capital
lease obligations as the Company and its restricted subsidiaries
may enter into from time to time.
The
consent solicitation is being made solely on the terms and subject
to the conditions set forth in the Consent Solicitation Statement,
dated October 16, 2018 (as may be amended or supplemented from time
to time, the “Consent Solicitation Statement”). The
Company, in its sole discretion, may terminate, extend or amend the
consent solicitation at any time as described in the Consent
Solicitation Statement.
The
consent solicitation will expire at 5:00 p.m., New York City time,
on October 31, 2018 (“Expiration Time”), unless
extended. Only holders of record of the Notes as of 5:00 p.m., New
York City time, on October 15, 2018 (the “Record
Date”), are eligible to deliver consents to the Proposed
Amendments in the consent solicitation. The consent of the holders
of at least a majority in principal amount of Notes outstanding as
of the Record Date is required to approve the Proposed
Amendments.
Upon
the terms and subject to the conditions described in the Consent
Solicitation Statement, if the Requisite Consents are received and
the other conditions to the consent solicitation are satisfied or
waived, the Company will execute a supplemental indenture to the
indenture governing the Notes to give effect to the Proposed
Amendments and, as promptly as practicable after the Expiration
Time, the Company will make a cash payment of $0.10 per $25.00 in
principal amount of Notes held by each holder of the Notes as of
the Record Date who has validly delivered and not validly revoked a
consent at or prior to the Expiration Time. Once the supplemental
indenture is effective, holders of Notes may not revoke
consents.
D.A.
Davidson & Co. is acting as the solicitation agent for the
consent solicitation. Additional information concerning the terms
and conditions of the consent solicitation, and the procedure for
delivering consents, may be obtained from D.A. Davidson & Co.,
Attn: Syndicate Department, 8 Third Street North, The Davidson
Building, Great Falls, MT 59404, phone: 1-800-332-5915,
email: prospectusrequest@dadco.com.
Global
Bondholder Services Corporation is acting as tabulation and
information agent. Copies of the Consent Solicitation Statement may
be obtained from Global Bondholder Services Corporation by calling
(212) 430-3774 (banks and brokers) or (866) 470-3800 (toll-free) or
by email at contact@gbsc-usa.com or online at http://www.gbsc-usa.com/generalfinance/
This
press release does not set forth all of the terms and conditions of
the consent solicitation.
Noteholders
should carefully read the Consent Solicitation Statement for a
complete description of all terms and conditions before making any
decision with respect to the consent solicitation.
This
announcement is for informational purposes only and is neither an
offer to sell nor a solicitation of an offer to buy the Notes or
any other securities. This announcement is also not a solicitation
of consents with respect to the Proposed Amendments or any
securities. The solicitation of consents is only being made
pursuant to the terms of the Consent Solicitation Statement. No
recommendation is being made as to whether holders of the Notes
should consent to the Proposed Amendments. The solicitation of
consents is not being made in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such
solicitation under applicable state or foreign or “blue
sky” laws.
Cautionary Statement about Forward-Looking Statements
Certain
statements in this press release, including those describing the
consent solicitation, constitute forward-looking statements. These
statements are not historical facts but instead represent the
Company’s beliefs regarding future events, many of which, by
their nature, are inherently uncertain and outside of the
Company’s control. It is possible that actual results will
differ, possibly materially, from the anticipated results indicated
in these statements. Factors that could cause actual results to
differ, possibly materially, from those in the forward-looking
statements are discussed in the Company’s periodic filings
with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended. Furthermore,
unless otherwise stated, the forward-looking statements contained
in this press release are made as of the date of the press release,
and the Company does not undertake any obligation to update
publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required by applicable law.
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 consist of wholly-owned Royal Wolf Trading Australia
Pty Limited (www.royalwolf.com.au) and Royal Wolf
Trading New Zealand Limited (www.royalwolf.co.nz), the leading providers
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, under the trade name
Southern Fabrication Specialties (www.southernfabricationspecialties.com),
other steel-related products in North America.
Investor/Media Contact
Larry
Clark
Financial
Profiles, Inc.
310-622-8223