8-K

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): March 30, 2009

General Finance Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

 (State or Other Jurisdiction of Incorporation)

001-32845	32-0163571
(Commission File Number)	(I.R.S. Employer Identification No.)
39 East Union Street
Pasadena, California	91103
(Address of Principal Executive Offices)	(Zip Code)

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTES

Certain References

References in this Report to “we,” “us,” “our,” "General Finance" or the “Company” refer to General Finance Corporation, a Delaware corporation (the “Company”), and its direct and indirect subsidiaries, including GFN North America Corp., a Delaware corporation (“GFNNA”), GFN Mobile Storage Inc., a Delaware corporation (“GFNMS”), Pac-Van, Inc., an Indiana corporation ("Pac-Van"), GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”), GFN Australasia Holdings Pty Limited, an Australian corporation (“GFN Holdings”), GFN Australasia Finance Pty Limited, an Australian corporation (“GFN Finance”), and RWA Holdings Pty Limited, an Australian corporation (“RWA”). RWA and its subsidiaries are collectively referred to in this Report as “Royal Wolf.”

TABLE OF CONTENTS

		Page
Item 1.01	Entry Into a Material Definitive Agreement	1
Item 3.01	Unregistered Sales of Equity Securities	1
Item 8.01	Other Events	2
Item 9.01	Financial Statements and Exhibits	3
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 99.1
EXHIBIT 99.2

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

First Amendment to Stockholders Agreement

In connection with the acquisition of Pac-Van, Ronald F. Valenta, Ronald L. Havner, Jr. and D.E. Shaw Laminar Portfolios, L.L.C. ("D.E. Shaw") entered into that certain Stockholders Agreement dated October 1, 2008 (the “Stockholders Agreement”).  The Stockholders Agreement prohibited two of its directors, Ronald F. Valenta and Ronald L. Havner, Jr., and a mezzanine debt holder, D. E. Shaw, from purchasing additional shares of General Finance common stock prior to June 30, 2009.

In light of continuing stock market volatility, on March 31, 2009, General Finance, D.E. Shaw and Messrs. Valenta and Havner entered into that certain First Amendment to Stockholders Agreement (“First Amendment”) 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 certain conditions were met: (1) prior to June 30, 2009 the stockholders would not purchase 50% or more of the outstanding shares of common stock of the Company; (2) between March 31, 2009 and June 30, 2009 the stockholders would not spend more than $1 million to purchase outstanding shares of common stock of the Company; (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; and (4) the stockholders and the Company would issue a press release that publicly discloses the First Amendment prior to commencement of any purchases permitted by the First Amendment.

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

Letter Agreement

Mr. Valenta executed and delivered to Mr. Havner a Letter Agreement dated March 30, 2009 under which Mr. Valenta promised not to sell his General Finance securities for four years without the prior consent of Mr. Havner.

The foregoing description of the Letter Agreement is qualified in its entirety by the Letter Agreement, which is attached hereto as Exhibit 10.2 hereto and is incorporated by reference herein.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

The Company is conducting a private placement of Series A 12.5% Cumulative Preferred Stock, par value $0.0001 per share and liquidation preference of $50 per share (“Series A Preferred Stock”), in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder pursuant to which it seeks to raise an aggregate amount of $15,000,000 (the “Offering”).

On April 1, 2009, the Company completed the second closing of the Offering pursuant to stock purchase agreements dated April 1, 2009.  Total proceeds from the second closing were approximately $70,000.  Pursuant to the Certificate of Designation for the Series A Preferred Stock, each share of Series A Preferred Stock will pay cumulative cash distributions at a rate of 12.5% per annum, subject to declaration by the board of directors of the Company.  The Series A Preferred Stock is not convertible into common stock.

The Company intends to use the proceeds from the Offering to acquire portable storage companies in the United States through its subsidiary GFNMS, to acquire portable storage companies in new markets outside of the United States and Australia and for general corporate purposes of the Company. We may also use the net proceeds of this offering to grow the business of its subsidiary Royal Wolf in Australia, New Zealand or other markets or to grow the business of Pac-Van in the United States or other markets, in each case through a variety of means which could include repayment of amounts outstanding under a senior secured loan facility or subordinated debt, investment in lease fleet or sales inventory, the completion of additional acquisitions or use of such funds for general corporate purposes.

The Series A Preferred Stock sold offering in the Offering has not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Based on the representations made in the transaction documents, the Company believes that the purchasers of Series A Preferred Stock are “accredited investors,” as such term is defined in Rule 501(a) promulgated under the Securities Act. This disclosure does not constitute an offer to sell or the solicitation of an offer to buy any the Company’s securities, nor will there be any sale of these securities by the Company in any state or jurisdiction in which the offer, solicitation or sale would be unlawful.

1

ITEM 8.01 OTHER EVENTS

On April 1, 2009 we issued a press release announcing the amendment to the Stockholders Agreement.

A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

General Finance will make presentations from time to time during the period prior to the filing of its Quarterly Report on Form 10-Q in May 2009.  The materials for the presentations to investors are furnished hereunder as Exhibit 99.2.

In accordance with general instruction B.2 to Form 8-K, information in this Item 8.01 and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

2

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

10.1  First Amendment to Stockholders Agreement dated March 31, 2009

10.2  Letter Agreement dated March 30, 2009

99.1  Press Release dated April 1, 2009

99.2  General Finance Corporation Investor Presentation dated April 2009

3

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.

	GENERAL FINANCE CORPORATION
Dated: April 1, 2009	By:	/s/ Christopher A. Wilson
		General Counsel, Vice President & Secretary

4

EXHIBIT INDEX

Exhibit Number Exhibit Description

10.1  First Amendment to Stockholders Agreement dated March 31, 2009

10.2  Letter Agreement dated March 30, 2009

99.1  Press Release dated April 1, 2009

99.2  General Finance Corporation Investor Presentation dated April 2009

5

EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT

THIS FIRST AMENDMENT TO STOCKHOLDERS AGREMEENT (this “Amendment”) is entered into as of March 31, 2009 (the “Effective Date”) by and among General Finance Corporation, a Delaware corporation (the “Company”), and the stockholders of Company listed on Schedule I  attached hereto (each a “Stockholder” and collectively, the “Stockholders”).

1 RECITALS

A.  The Company entered into that certain Stockholders Agreement dated October 1, 2008 (the “Agreement”).

B.  Each of the parties hereto desires to amend the Agreement as set forth herein, and desires that, except as set forth in this Amendment, the Agreement shall remain in full force and effect.

NOW THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement (without regard to this Amendment).

2. Amendment.  The Agreement is hereby amended as follows on and as of, and only upon, the date hereof:

Section 2.3 of the Agreement is amended and restated as follows:

“SECTION 2.3 Standstill.

(a)  For the period (the “Standstill Period”) commencing on the date hereof and ending on June 30, 2009, no Subject Stockholder shall, and each Subject Stockholder shall cause its Affiliates not to, unless expressly agreed in writing, in advance, by Company, directly or indirectly, in any manner whatsoever:

(1)  acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, or enter into any arrangement or undertaking to acquire, directly or indirectly, by purchase, or otherwise, record or direct or indirect beneficial ownership interest in any Standstill Securities or other securities of the Company or any of its Subsidiaries or any direct or indirect rights, warrants or options to acquire record or direct or indirect beneficial ownership of any securities or assets of the Company or any of its Subsidiaries;

(2)  make, effect, initiate, cause or participate in any take-over bid, tender offer, exchange offer, merger, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving Company or any of its Subsidiaries;

(3)  other than as a director or officer of the Company, solicit, make, effect, initiate, cause, or in any way participate in, directly or indirectly, any solicitation of proxies or consents from any holders of any securities of Company or any of its Subsidiaries or call or seek to have called any meeting of stockholders of Company or any of its Subsidiaries;

(4)  form, join or participate in, or otherwise encourage the formation of, any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of Company or any of its Subsidiaries that are not Standstill Securities;

(5)  arrange, facilitate, or in any way participate, directly or indirectly, in any financing for the purchase of any securities Company or any of its Subsidiaries that are not Standstill Securities;

(6)  (A) act, directly or indirectly, to seek control or direct the board of directors, stockholders, policies or affairs of the Company or any of its Subsidiaries; (B) solicit, propose, seek to effect or negotiate with any other Person with respect to any form of business combination transaction involving Company or any take-over bid, tender, exchange offer, merger, consolidation, recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction involving Company or any of its Subsidiaries; or (C) disclose an intent, purpose, plan or proposal with respect to an acquisition of Company, or any securities or assets of Company or any of its Subsidiaries that are not Standstill Securities;

Notwithstanding anything to the contrary in this Section 2.3, each Subject Stockholder shall be permitted to sell its Equity Securities in any Sale of the Company that has been approved by the board of directors of Company and which recommendation has not been withdrawn.

(b)  Notwithstanding anything to the contrary in this Section 2.3, the Subject Stockholders shall be permitted during the period commencing on the Effective Date and ending on June 30, 2009 to purchase Standstill Securities subject to the compliance with each of the following conditions:

(1)  prior to June 30, 2009 the Subject Stockholders shall not purchase Standstill Securities that cause their total ownership of Company common stock to equal or exceed 50% of the outstanding shares of common stock of the Company;

(2)  during the period commencing on the Effective Date and ending on June 30, 2009 the Subject Stockholders shall not spend more than $1 million to purchase outstanding shares of common stock of the Company;

(3)  prior to June 30, 2009 the Subject Stockholders shall suspend open market purchases of the Company’s common stock if the Company commences a public offering of securities; and

(4)  the Subject Stockholders and the Company shall issue a press release that publicly discloses the Amendment prior to commencement of any purchases by the Subject Stockholders which are permitted by this Amendment.

3. References.  All references in this Amendment to “Amendment,” “herein,” “hereof,” or terms of like import referring to the Amendment or any portion thereof are hereby amended to refer to the Agreement as amended by this Amendment.

4.  No Implied Amendments.  Except as expressly provided herein, the Agreement is not being amended, supplemented, or otherwise modified, and the Agreement shall continue in force and effect in accordance with its terms.

5.  Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all such counterparts together shall constitute but one and the same agreement.

6.  Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

7.  Governing Law.  The interpretation and construction of this Amendment, and all matters relating hereto, shall be governed by the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

[SIGNATURE PAGE TO FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT]

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment, or caused this Amendment to be executed on its behalf by a representative duly authorized, as of the date first above written.

GENERAL FINANCE CORPORATION,

a Delaware corporation

By: /s/ Christopher A. Wilson

Name: Christopher A. Wilson

Title:   Vice President and General Counsel

[SIGNATURE PAGE TO FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT]

/s/ Ronald F. Valenta

Ronald F. Valenta

[SIGNATURE PAGE TO FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT]

/s/ Ronald L. Havner, Jr.

Ronald L. Havner, Jr.,

as Trustee of

The Havner Family Trust dated July 24, 1995

[SIGNATURE PAGE TO FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT]

D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.
By:	/s/ Robert T. Ladd
Name: Robert T. Ladd
Title: Authorized Signatory

ScheduleI

STOCKHOLDERS

Name of Stockholder	Number of Shares	Notice Address
Ronald F. Valenta	1,171,339	39 East Union Street Pasadena, California 91103
D. E. Shaw Laminar Portfolios, L.L.C.	100,000	10000 Memorial Drive, Suite 500 Houston, Texas 70024 Attention: Debbie Blank
Ronald L. Havner, Jr., as Trustee of the Havner Family Trust dated July 24, 1995	1,840,675	2275 Chaucer Road San Marino, California 91108

EX-10.2

EXHIBIT 10.2

  

March 30, 2009

Ronald L. Havner, Jr.

c/o Karl Swaidan

Hahn & Hahn LLP

301 E Colorado Blvd #900

Pasadena, CA, 91101-1977

Re:  General Finance Corporation

Dear Mr. Havner:

You and I each acquired a substantial number of restricted shares of common stock of General Finance Corporation when the acquisition of Pac-Van business was completed in October 2008.  In your case, you acquired over 1.8 million shares of General Finance Corporation common stock, while I received over 1.1 million shares of the common stock.

All of the common stock we acquired in connection with the October 2008 Pac-Van acquisition was valued at $7.50 per share.  As you are well aware, the common stock today trades substantially below the $7.50 per share value.

I currently own 3,776,805 shares of common stock and warrants of General Finance Corporation (collectively, the “Shares”).

The share price of the common stock of General Finance Corporation has declined from October 2008 to the present.  Following this decline in the share price, you have asked, and I have agreed, not to sell any of my Shares for a period of four years from the date of this letter without your prior consent.

I trust this agreement will demonstrate my long-term commitment to General Finance Corporation and all of its shareholders.

Very truly yours,

/s/ Ronald F. Valenta

Ronald F. Valenta

EX-99.1

  
    Unassociated Document
    
    
    
    
    
    

EX-99.2

EXHIBIT 99.2