General Finance Corporation Enters into Amendment to Stockholder Agreement That Permits Additional Purchases of Common Stock
April 01 2009 - 7:00AM
Business Wire
General Finance Corporation (�General Finance�, "Company" or
�GFN�) (NASDAQ: GFN) (NASDAQ: GFNCW) (NASDAQ: GFNCU) today
announced that it entered into an amendment to a Stockholder
Agreement that authorizes two directors and a mezzanine debt
investor to purchase additional shares of General Finance common
stock earlier than was permitted under the original Stockholders
Agreement.
In October 2008, in connection with the acquisition of Pac-Van,
General Finance entered into a Stockholders Agreement that
prohibited two of its directors, Ronald F. Valenta and Ronald L.
Havner, Jr., and mezzanine debt holder, D.E. Shaw Laminar
Portfolios, L.L.C. ("D.E. Shaw"), from purchasing additional shares
of General Finance common stock prior to June 30, 2009.
In light of continuing stock market volatility, General Finance
entered into an amendment to the Stockholders Agreement that will
permit Mr. Valenta, Mr. Havner and D.E. Shaw to purchase additional
shares of General Finance common stock prior to June 30, 2009,
provided that, among other things, the following conditions are
met: (1) prior to June 30, 2009 the stockholders will not purchase
General Finance common stock that cause their total share ownership
to equal or exceed 50% of more of the outstanding shares of common
stock; (2) between now and June 30, 2009 the stockholders would not
spend more than $1 million to purchase outstanding shares of common
stock of the Company; and (3)�prior to June 30, 2009 the
stockholders would suspend open market purchases of the Company�s
common stock if the Company commenced a public offering of
securities.
Series A 12.5% Cumulative Preferred Stock Issuance
Today, General Finance intends to close the second round of its
Series A 12.5% Cumulative Preferred stock offering for a total of
approximately $70,000. The preferred stock is non-convertible.
About General Finance Corporation General Finance
Corporation (www.generalfinance.com), through its indirect
86.2%-owned subsidiary, Royal Wolf (www.royalwolf.com.au), and its
indirect 100%-owned subsidiary, Pac-Van (www.pacvan.com), sells and
leases products in the portable services industry to a broad cross
section of industrial, commercial, educational and government
customers throughout Australia, New Zealand and the United States.
These products include storage containers and freight containers in
the mobile storage vertical; and modular buildings, mobile offices
and portable container buildings in the modular space vertical.
Cautionary Statement About Forward-Looking Statements
Statements in this news release that are not historical facts are
forward-looking statements. Such forward-looking statements
include, but are not limited to, prospects of Royal Wolf and
Pac-Van. Readers are cautioned that these forward-looking
statements involve certain risks and uncertainties, including those
contained in filings with the Securities and Exchange Commission;
such as General Finance�s definitive proxy statement with respect
to General Finance�s acquisition of Pac-Van, its Annual Report on
Form 10-K for the fiscal year ended June 30, 2008 and its quarterly
report on Form 10-Q for the quarter ended December 31, 2008.
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