General Finance Corporation (NASDAQ:GFN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Definitive Material Agreement

Bison Capital Partners V, LP (“Bison”), General Finance Corporation (“GFN”), GFN U.S. Australasia Holdings, Inc. (“GFN U.S.”), GFN Asia Pacific Holdings Pty Ltd. (“Holdings”) and GFN Asia Pacific Finance Pty Ltd. (“Finance” and collectively with GFN, GFN U.S. and Holdings, the “GFN Parties”) entered into that certain Securities Purchase Agreement dated July 13, 2017 (the “Securities Purchase Agreement”). The principal purpose of the Securities Purchase Agreement is for Bison to provide $80 million of financing for the off-market takeover bid (the “Bid”) to acquire the 49,188,526 publicly traded shares (the “Shares” or “Minority Interest”) of Royal Wolf Holdings Limited (“Royal Wolf”) not currently owned by GFN and its subsidiaries.

The Securities Purchase Agreement contains certain conditions to the closing of Bison’s obligation to purchase the promissory notes of Holdings and Finance, including a condition (the “Minimum Acceptance Condition”) that Holdings acquire acceptances to the Bid of Shares representing (i) at least 75% of the Minority Interest and (ii) at least 90% of all outstanding Royal Wolf ordinary shares.

On August 17, 2017 Bison and the GFN Parties entered into a waiver which waives as conditions to closing under the Securities Purchase Agreement that the Minimum Acceptance Condition be met and that Holdings must have entered into one or more agreements placing a security interest over all Royal Wolf ordinary shares owned by GFN and its subsidiaries.

The foregoing description of the waiver is qualified in its entirety by the waiver, which is attached hereto as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 1.01Financial Statements and Exhibits

General Finance CORP ExhibitEX-10.1 2 exh_101.htm MATERIAL CONTRACTS Blueprint     EXHIBIT 10.1   WAIVER OF CERTAIN CLOSING CONDITIONS     Dated: August 17,…To view the full exhibit click here
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.