General Finance Corporation (NASDAQ:GFN) Files An 8-K Entry into a Material Definitive Agreement
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).
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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Item1.01
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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 March24, 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”), GFNRealty Company,LLC, (GFNRC), Lone Star Tank Rental Inc. (Lone Star), Pac-Van, Inc. (Pac-Van), Southern Frac,LLC (Southern Frac), PVAcquisitionCorp., (PVAcquisition), GFNManufacturing Corporation (GFNManufacturing), and GFNNorth 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 to a confidential
treatment request. Omitted information has been filed separately with the Securities and Exchange Commission. |
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Item 1.01Entry 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”),
GFNRealty 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).
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”),
GFNRealty 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.
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 Companys 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.
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 Companys 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.
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.
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.
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.
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.
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.
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.
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.
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 GFNPac-Van Pledge Agreement dated
September 7, 2012, as amended to date, the GFNLone 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.
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 GFNPac-Van Pledge Agreement dated
September 7, 2012, as amended to date, the GFNLone 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.
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:
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10.1
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Omnibus Amendment and Reaffirmation Agreement is dated as
of March24, 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 to a confidential
treatment request. Omitted information has been filed separately with the Securities and Exchange Commission. |
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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.
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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EXHIBIT INDEX
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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 March24, 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”), GFNRealty Company,LLC, (GFNRC), Lone Star Tank Rental Inc. (Lone Star), Pac-Van, Inc. (Pac-Van), Southern Frac,LLC (Southern Frac), PVAcquisitionCorp., (PVAcquisition), GFNManufacturing Corporation (GFNManufacturing), and GFNNorth 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
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About General Finance Corporation (NASDAQ:GFN)
General Finance Corporation is a specialty rental services company. The Company offers a range of portable storage units, including its core 20-feet and 40-feet steel containers, office container, mobile office and modular space products and steel tanks. It has two geographic areas that include its four operating segments: the Asia-Pacific area, consisting of the leasing operations of Royal Wolf Holdings Limited and its Australian and New Zealand subsidiaries (Royal Wolf), and North America, consisting of the combined leasing operations of Pac-Van, Inc. and its Canadian subsidiary, PV Acquisition Corp. (Pac-Van) and Lone Star Tank Rental Inc. (Lone Star), and the manufacturing operations of GFN Manufacturing Corporation and its subsidiary, Southern Frac, LLC (Southern Frac). As of June 30, 2016, the Company provided its storage solutions to over 41,000 customers across a range of industries, including commercial, construction, retail, transportation, education and others. General Finance Corporation (NASDAQ:GFN) Recent Trading Information
General Finance Corporation (NASDAQ:GFN) closed its last trading session up +0.10 at 5.20 with 6,586 shares trading hands.
