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): July 28, 2008
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
in this Report to “we,” “us,” “our” or the “company” refer to General Finance
Corporation, a Delaware corporation (“General Finance”), and its direct and
indirect subsidiaries, including GFN U.S. Australasia Holdings, Inc., a Delaware
corporation (“GFN U.S.”), its subsidiary GFN Australasia Holdings Pty Limited,
an Australian corporation (“GFN Holdings”), its subsidiary GFN Australasia
Finance Pty Limited, an Australian corporation (“GFN Finance”), and its
subsidiary RWA Holdings Pty Limited, an Australian corporation (“RWA”). GFN
Holdings and its subsidiaries are collectively referred to in this Report
as
“Royal Wolf.”
The
Merger Agreement
On
July
28, 2008, General Finance Corporation (“General
Finance”) announced
that it had entered into an Agreement and Plan of Merger (the “Merger
Agreement”) dated as of July 28, 2008 with GFN North America Corp., a direct,
wholly-owned subsidiary of General Finance (the “GFNA”), Mobile
Office Acquisition Corp. (“MOAC”), Pac-Van, Inc., a subsidiary of MOAC
(“Pac-Van”),
and
certain stockholders of MOAC. Pursuant to the Merger Agreement, GFNA and
MOAC
would merge (the “Merger”), and GFNA would be the surviving
corporation.
The
stockholders of MOAC are Ronald L. Havner Jr., Ronald F. Valenta, a director,
the Chief Executive Officer and stockholder of General Finance, D. E. Shaw
Laminar Portfolios, L.L.C. (“Laminar”) and Pac-Van management employees,
including Theodore M. Mourouzis, the President of Pac-Van. A special committee
made up of independent directors of the General Finance board retained an
independent counsel and financial advisor and negotiated and approved the
Merger
Agreement, subject to approval of the General Finance stockholders. RBC Capital
Markets is the financial advisor to the special committee of the board of
directors of General Finance, and O’Melveny & Myers LLP is its counsel.
Pursuant
to the Merger Agreement, the stockholders of MOAC would be entitled to receive
four million shares of restricted common stock of General Finance issued
at a
value of $7.50 per share (with an aggregate value of $30 million) (the “Common
Stock”), a 20-month $1.5 million subordinated promissory note and up to $21.5
million of cash. The note and $8.5 million of the Common Stock will secure
the
indemnification obligations for 20 months. Pursuant to the Merger Agreement,
a
subsidiary of General Finance will acquire all outstanding shares of MOAC
and
assume approximately $107 million of Pac-Van’s indebtedness, consisting of
approximately $82 million of indebtedness outstanding under Pac-Van’s senior
credit facility and approximately $25 million of indebtedness outstanding
under
a senior subordinated secured loan (the “Subordinated Debt”). The total
consideration will not exceed $158.8 million plus the cost of any subsequent
acquisitions undertaken by Pac-Van prior to completion of the Merger. General
Finance and the stockholders of MOAC will enter into a stockholders agreement
which will provide registration rights to the MOAC Stockholders with respect
to
the Common Stock which may be exercised after June 30, 2009.
General
Finance and GFNA, as the acquirers, and MOAC and Pac-Van, as the parties
being
acquired, made representations and warranties to each other in the Merger
Agreement. In the Merger Agreement, General Finance agreed that it would
(a) cause a stockholder meeting to be held to consider approval of the
Merger Agreement, the Merger and the issuance of the Common Stock and (b)
file
proxy solicitation materials concerning the Merger with the U.S. Securities
and
Exchange Commission (“SEC”). MOAC and Pac-Van agreed, pursuant to the Merger
Agreement, to comply with several covenants, including, covenants (a) to
conduct
their business in the ordinary course between the date of the execution of
the
Merger Agreement and the date of the closing of the Merger, (b) not to amend
their charter documents, (c) not to increase the compensation of Pac-Van
employees other than in the ordinary course of business, (d) not to incur
debt
in excess of $86 million under its senior credit facility or in excess of
$25
million under its Subordinated Debt and (e) not to acquire capital stock
of
busineses or assets in excess of $10 million. General Finance and GFNA, as
the
acquirers, and Mr. Havner, Laminar and Mr. Valenta, as the stockholders of
MOAC,
have agreed to indemnify each other and certain of their respective related
parties for certain breaches of the representations and warranties in the
Merger
Agreement. Mr. Havner, Laminar and Mr. Valenta will indemnify General Finance
and GFNA, on a several basis, provided that the losses exceed $500,000 up
to a
maximum aggregate amount of $10 million, subject to certain exceptions.
Completion
of the Merger is subject to various conditions, including, among others,
(a) approval of the holders of a majority of the outstanding shares of
General Finance common stock, (b) subject to certain exceptions, the
accuracy of the representations and warranties of the parties to the Merger
Agreement, (c) the parties’ reasonable belief that the Merger will qualify as a
tax-free reorganization, (d) Pac-Van and the lenders under its senior credit
facility shall have entered into an amendment to the senior credit facility
to
consent to the Merger and agree to certain other conditions, (e) Pac-Van
and SPV
Capital Funding, L.L.C. shall have entered into an amendment of the Subordinated
Debt to consent to the Merger and agree to certain other conditions, (f)
compliance by the parties to the Merger Agreement with their respective
obligations and covenants under the Merger Agreement, (g) Mr. Mourouzis shall
have entered into an amendment to his employment agreement which extended
its
term for one year and (h) other applicable regulatory approvals.
The
foregoing description of the Merger Agreement is a summary and is qualified
in
its entirety by reference to the Merger Agreement, which is attached as
Exhibit 2.1 hereto and is incorporated herein by reference. The Merger
Agreement has been attached to provide investors with information regarding
its
terms. The terms and information in the Merger Agreement should not be relied
on
as disclosure about General Finance without consideration of the periodic
and
current reports and statements that General Finance files with the SEC. The
terms of the Merger Agreement (such as the representations and warranties)
govern the contractual rights and relationships, and allocate risks, among
the
parties in relation to the Merger. In particular, the representations and
warranties made by the parties to each other in the Merger Agreement have
been
negotiated among the parties with the principal purpose of setting forth
their
respective rights with respect to their obligation to close the Merger should
events or circumstances change or be different from those stated in the
representations and warranties. Matters may change from the state of affairs
contemplated by the representations and warranties. None of the parties to
the
Merger Agreement undertakes any obligation to publicly release any revisions
to
these representations and warranties, except as required under U.S. federal
or other applicable securities laws.
A
copy of the press release of General Finance announcing the signing of the
Merger Agreement is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
On
July
28, 2008 we issued a press release announcing our agreement to acquire MOAC
and
its subsidiary Pac-Van. A
copy of the press release is attached as Exhibit 99.1 and is incorporated
by
reference herein.
The
press
release includes the financial measure “EBITDA.” The EBITDA and pro forma
financial measurements may be deemed a “non-GAAP financial measure” under rules
of the Securities and Exchange Commission, including Regulation G. EBITDA
is defined as net income before interest expense, income taxes, depreciation
and
amortization and debt extinguishment costs. We present EBITDA because we
believe
it provides useful information regarding our ability to meet our future debt
payment requirements, capital expenditures and working capital requirements
and
that it provides an overall evaluation of our financial condition. EBITDA
has
certain limitations as an analytical tool and should not be used as a substitute
for net income, cash flows, or other consolidated income or cash flow data
prepared in accordance with generally accepted accounting principles in the
United States or as a measure of our profitability or our liquidity.
A
reconciliation of EBITDA to net cash provided by operating activities and
net
income to EBITDA follows (in thousands), which includes effects of
rounding:
In
accordance with general instruction B.2 to Form 8-K, information in this
Item 8.01 and the exhibit attached hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of such section, nor shall it be
deemed
incorporated by reference in any filing under the Securities Act of 1933,
except
as shall be expressly set forth by specific reference in such filing.
Exhibit:
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2.1
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Agreement
and Plan of Merger dated July 28, 2008 among General Finance
Corporation,
GFN
North America Corp., Mobile
Office Acquisition Corp., Pac-Van, Inc., Ronald F. Valenta, Ronald
L.
Havner, Jr., D. E. Shaw Laminar Portfolios, L.L.C. and Kaiser
Investments
Limited
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99.1 |
Press
Release dated July 28, 2008
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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:
July 28, 2008
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By: |
/s/ CHRISTOPHER
A. WILSON |
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Christopher
A. Wilson
Vice
President, General Counsel & 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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2.1
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Agreement
and Plan of Merger dated July 28, 2008 among General Finance Corporation,
GFN
North America Corp., Mobile
Office Acquisition Corp., Pac-Van, Inc., Ronald F. Valenta, Ronald
L.
Havner, Jr., D. E. Shaw Laminar Portfolios, L.L.C. and Kaiser Investments
Limited
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99.1
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Press
Release dated July 28, 2008
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