UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
GENERAL
FINANCE CORPORATION
(Name
of
Subject Company (Issuer) and Filing Person (Offeror))
WARRANTS
TO PURCHASE COMMON STOCK
(Title
of
Class of Securities)
369822101
(CUSIP
Number of Common Stock Underlying Warrants)
Ronald
F. Valenta
Chief
Executive Officer
General
Finance Corporation
39
East Union Street
Pasadena,
California 91103
(626)
584-9722
Facsimile
(626) 795-8090
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing Person)
Copies
To:
Alan
B. Spatz, Esq.
TroyGould
PC
1801
Century Park East, Suite 1600
Los
Angeles, California 90067
(310)
789-1231
Facsimile:
(310) 789-1431
CALCULATION
OF FILING FEE:
|
Transaction
valuation(1)
|
|
Amount
of filing fee(1)
|
|
$15,193,749
|
|
$3,038.75
|
(1)
Estimated for purposes of calculating the amount of the filing fee only. General
Finance Corporation (the “Company”)
is
offering holders of 9,208,333 of the Company’s warrants (the “Warrants”),
which
consist of 8,625,000 Warrants issued on April 5, 2006 in the Company’s initial
public offering (the “IPO”)
and
583,333 Warrants issued to Ronald F. Valenta and John O. Johnson in a private
placement immediately prior to the Company’s IPO, to reduce the exercise price
of such Warrants from $6.00 to $5.10 per Warrant. The transaction value is
calculated pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as
amended. The transaction valuation was determined by using the average of the
high and low sales price of the Company’s publicly traded warrants on April 28,
2008.
| x |
Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by
registration statement number, or the Form or Schedule and the date
of its filing.
|
Amount
Previously Paid: $5,189.66
Form or
Registration Number: Preliminary
Proxy Statement (PREM14A)
Filing
Party: General
Finance Corporation
Date
Filed: October
20, 2006
| o |
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
|
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
| o |
third
party tender offer subject to
Rule 14d-1.
|
| x |
issuer
tender offer subject to
Rule 13e-4.
|
| o |
going
private transaction subject to
Rule 13e-3.
|
| o |
amendment
to Schedule 13D under
Rule 13d-2.
|
Check
the
following box if the filing is a final amendment reporting the results of
a
tender offer:
o
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2 -
INTRODUCTION
This
Tender Offer Statement on Schedule TO relates to the offer (the “Offer”)
by
General Finance Corporation to all holders of 9,208,333 of the Company’s
warrants (the “Warrants”),
which
consist of 8,625,000 Warrants issued on April 5, 2006 in the Company’s initial
public offering (the “IPO”)
and
583,333 Warrants issued to Ronald F. Valenta and John O. Johnson in a private
placement immediately prior to the Company’s IPO, to reduce the exercise price
of such Warrants from $6.00 to $5.10 per Warrant during the period commencing
May 2, 2008 and terminating May 30, 2008, or such later date to which
General Finance Corporation may extend the Offer (the “Offer
Period”).
The
current exercise price of each Warrant is $6.00. Each Warrant entitles the
holder to purchase one share of Common Stock of General Finance Corporation
(the
“Common
Stock”).
The
alphabetical subsections used in the Item responses below correspond to the
alphabetical subsections of the applicable items of Regulation M-A promulgated
under the Federal securities laws.
| Item 1. |
SUMMARY
TERM SHEET
|
The
information under the heading “Summary” in the Offer Letter (the “Offer
Letter”)
filed
as Exhibit (a)(1) to this Schedule TO is incorporated herein by
reference.
| Item 2. |
SUBJECT
COMPANY INFORMATION
|
|
(a)
|
The
name of the subject company and issuer is General Finance Corporation,
a
Delaware corporation (the “Company”).
The address of the Company’s principal executive offices is 39 East Union
Street, Pasadena, California 91103 and its telephone number is (626)
584-9722.
|
|
(b)
|
The
securities that are the subject of this Schedule TO are 9,208,333
Warrants.
|
|
(c)
|
Information
about the trading market and price of the Warrants is set forth under
‘‘The Offer, Section 6: Price Range of Common Stock, Warrants and
Units’’ of the Offer Letter is incorporated herein by
reference.
|
| Item 3. |
IDENTITY
AND BACKGROUND OF FILING
PERSON
|
|
(a)
|
The
Company is the filing person and the subject company. The
names of the executive officers and directors of the Company are
as
follows:
|
|
Name
|
|
Position
with the Company
|
|
Ronald
F. Valenta
|
|
Chief
Executive Officer and Director
|
|
John
O. Johnson
|
|
Chief
Operating Officer
|
|
Charles
E. Barrantes
|
|
Executive
Vice President and Chief Financial Officer
|
|
Christopher
A. Wilson
|
General
Counsel, Vice President & Secretary
|
|
|
Robert
Allan
|
|
Chief
Executive Officer, Royal Wolf
|
|
Lawrence
Glascott
|
|
Chairman
of the Board of Directors
|
|
David
M. Connell
|
|
Director
|
|
Manuel
Marrero
|
|
Director
|
|
James
B. Roszak
|
|
Director
|
The
address of the Company and each of the Company’s executive officers and
directors is 39 East Union Street, Pasadena, California 91103
and the
Company’s telephone number is
(626)
584-9722.
| Item 4. |
TERMS
OF THE TRANSACTION
|
|
(a)
|
Information
about the terms of the transaction under “The Offer, Sections 1 through
13” of the Offer Letter is incorporated herein by reference. There will
be
no material differences in the rights of security holders as a result
of
this transaction.
|
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3 -
|
(b)
|
Each
executive officer and director of the Company who owns Warrants has
advised the Company that he will exercise some of his Warrants pursuant
to
the Offer. See Item 8(a) herein for more
information.
|
| Item 5. |
PAST
CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS
|
|
(a)
|
The
information under “The Offer, Section 8. Transactions and Agreements
Concerning Warrants” of the Offer Letter is incorporated herein by
reference. In October 2005, we issued 1,875,000 shares of our Common
Stock (the “Initial
Shares”)
to Ronald F. Valenta for cash in the amount of $0.133 per share or an
aggregate purchase price of $250,000. Thereafter, Mr. Valenta
transferred, without consideration, 22,500 shares to each of David M.
Connell, Lawrence Glascott, Manuel Marrero and James B. Roszak, directors
of the company, and 18,750 shares to Marc Perez, our controller. He
also sold 356,250 shares to John O. Johnson for the amount of
$0.133 per share or an aggregate purchase price of $47,500. Pursuant
to a registration rights entered into in connection with the Company’s IPO
by the Company and each of the members of our board of directors,
Messrs.
Valenta, Roszak, Glascott, Marrero and Connell
,
and Mr. Johnson and Mr. Perez, holders of a majority of the Initial
Shares
may elect to demand that some or all of the Initial Shares be registered
for public trading. Such demand may be delivered pursuant to two
demand
and unlimited piggyback registration rights with respect to the Initial
Shares following the release of the shares from escrow. We will bear
the
expenses incurred in connection with the filing of any such registration
statements.
|
| Item 6. |
PURPOSES
OF THE TRANSACTION AND PLANS OR
PROPOSALS
|
(a)
and
(c) The information about the purpose of the
transaction under “The Offer, Section 5.B. Purpose of the Offer; Plans and
Proposals ” is incorporated herein by reference.
|
(b)
|
Not
applicable.
|
| Item 7. |
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
|
|
(a)
|
No
funds will be used by the Company in connection with the Offer, other
than
working capital to pay the expenses of the Offer.
|
|
(b)
|
Not
applicable.
|
|
(c)
|
Not
applicable.
|
|
(d)
|
Not
applicable.
|
| Item 8. |
INTEREST
IN SECURITIES OF THE SUBJECT
COMPANY
|
|
(a)
|
The
information set forth in the Offer Letter under Section 5.C “Beneficial
Ownership of Warrants by Directors and Executive Officers” is incorporated
herein by reference.
|
|
(b)
|
There
were no transactions in the Warrants required to be disclosed pursuant
to
this Item 8(b).
|
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4 -
| Item 9. |
PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR
USED
|
|
(a)
|
The
Company has retained MacKenzie Partners, Inc. (“MacKenzie”)
as the Information Agent in connection with the Offer and will pay
MacKenzie a fee of $8,500 for its services. In addition, MacKenzie
is
entitled to reimbursement of its reasonable out-of-pocket
expenses.
|
The
Company has retained Continental Stock Transfer & Trust Company
(“Continental”)
to act
as the Depositary. MacKenzie may contact Warrant holders by mail, telephone,
facsimile, telex, telegraph or other electronic means, and may request brokers,
dealers, commercial banks, trust companies and other nominee Warrant holders
to
forward material relating to the Offer to beneficial owners. Each of Continental
and MacKenzie will receive reasonable and customary compensation for its
services in connection with the Company’s Offer, plus reimbursement for
out-of-pocket expenses, and will be indemnified by the Company against certain
liabilities and expenses in connection therewith.
| Item 10. |
FINANCIAL
STATEMENTS
|
|
(a)
|
Incorporated
by reference are the Company’s financial statements for the period of
October 14, 2005 to December 31, 2005, for the year ended December
31,
2006, for the six months ended June 30, 2007 and the period of October
14,
2005 to June 30, 2007 and the three months ended December 31, 2007
that
were furnished in the Company’s Annual Report on Form 10-K and filed
with the SEC on November 9, 2007, and as amended on November 9, 2007,
and
in the Company’s Quarterly Report on Form 10-Q filed with the SEC on
February 14, 2008. The full text of the Annual Report on Form 10-K,
the Quarterly Report on Form 10-Q, as well as the other documents
the
Company has filed with the SEC prior to, or will file with the SEC
subsequent to, the filing of this Tender Offer Statement on Schedule
TO
can be accessed electronically on the SEC’s website at
www.sec.gov.
|
|
(b)
|
None.
|
| Item 11. |
ADDITIONAL
INFORMATION
|
|
(a)
|
(1)
|
There
are no present or proposed contracts, arrangements, understandings
or
relationships between the Company and its executive officers, directors
or
affiliates relating, directly or indirectly, to the
Offer.
|
|
(2)
|
There
are no applicable regulatory requirements or approvals needed for
the
Offer.
|
|
(3)
|
Not
applicable.
|
|
(4)
|
Not
applicable.
|
|
(5)
|
None.
|
|
(b)
|
None.
|
| Item 12. |
EXHIBITS
|
The
following are attached as exhibits to this Schedule TO:
|
(a)
|
(1)
|
Offer
Letter to Warrant Holders, dated May 2,
2008.
|
|
(2)
|
Letter
of Transmittal.
|
-
5 -
|
(3)
|
Notice
of Guaranteed Delivery.
|
|
(4)
|
Form of
letter to brokers, dealers, commercial banks, trust companies and
other
nominees.
|
|
(5)
|
Form of
letter to be used by brokers, dealers, commercial banks, trust companies
and other nominees to their
clients.
|
|
(6)
|
Registrant’s
Form 424(b)(3) Final Prospectus filed April 23, 2008 (Incorporated
by
reference).
|
|
(7)
|
Annual
Report on Form 10-K for the year ended June 30, 2007 and filed
November 9, 2007 (Incorporated herein by reference).
|
|
(8)
|
Amendment
to Annual Report on Form 10-K for the year ended June 30, 2007 and
filed November 9, 2007 (Incorporated herein by
reference).
|
|
(9)
|
Quarterly
Report on Form 10-Q for the quarter ended December 31, 2007 and
filed February 14, 2008 (Incorporated herein by
reference).
|
|
(10)
|
Press
Release dated May 2, 2008.
|
(b) Not
applicable.
(c) Not
applicable.
(d) None.
(h)
Not
applicable.
| Item 13. |
INFORMATION
REQUIRED BY SCHEDULE 13E-3
|
Not
applicable.
-
6 -
SIGNATURE
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
|
|
GENERAL
FINANCE CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Ronald F. Valenta
|
|
|
Name:
|
Ronald
F. Valenta
|
|
|
Title:
|
Director,
President and Chief Executive
|
|
|
|
Officer
|
Date:
May
2, 2008
-
7 -
EXHIBIT
(a)(1)
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THE TRANSACTION CONTEMPLATED HEREIN; PASSED UPON
THE
MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
OFFER
LETTER
TO CERTAIN
HOLDERS OF WARRANTS
TO
PURCHASE COMMON STOCK OF
MAY
2, 2008
THE
OFFER PERIOD AND YOUR RIGHT TO WITHDRAW YOUR EXERCISE OF WARRANTS WILL EXPIRE
AT
5:00 P.M., EASTERN DAYLIGHT TIME, ON
MAY 30, 2008,
UNLESS THE OFFER PERIOD IS EXTENDED (THE “EXPIRATION DATE”). THE COMPANY
MAY EXTEND THE OFFER PERIOD AT ANY TIME.
THE
OFFER IS BEING MADE SOLELY UNDER THIS OFFER LETTER AND THE LETTER OF TRANSMITTAL
AND IS BEING MADE TO ALL RECORD HOLDERS OF WARRANTS. THE OFFER IS NOT BEING
MADE
TO, NOR WILL EXERCISES BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF WARRANTS
RESIDING IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR ACCEPTANCE
THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS
OF SUCH JURISDICTION.
General
Finance Corporation (the “Company” or “we”) hereby offers (the “Offer”) to all
holders of the Company’s 8,625,000 publicly traded warrants with
an
original exercise price of $6.00 and expiration date of April 5, 2010 issued
in
connection with the Company’s initial public offering in April 2006 and 583,333
privately placed warrants (collectively, the “ warrants”)
the
right to exercise of the Warrants at the reduced exercise price of $5.10
per
Warrant during the Offer Period. The Offer is subject to the terms and
conditions in this Offer Letter and related Letter of Transmittal. The Offer
Period is the period commencing May 2, 2008 and terminating May 30, 2008,
or such later date to which the Company may extend the Offer.
The
Company issued the Warrants as part of Units in its initial public offering
in
April 2006. Each Unit consists of one share of Common Stock and one Warrant.
Each
Warrant currently entitles the holder to purchase one share of Common Stock
at
$6.00 per share at any time on or prior to April 5, 2010. The Units, Warrants
and Common Stock are traded on the American Stock Exchange under the symbols
GFN.U, GFN.WS and GFN, respectively. On April 28, 2008, the last reported
sale prices of such securities were $8.70, $1.65 and $7.25, respectively.
-
8 -
The
reduced exercise price will
be
in
effect
only during the Offer Period. Following the Offer Period, the
exercise price will revert to the current exercise price of $6.00
per
Warrant
You
may
exercise some or all of your Warrants on these terms. If
you elect to exercise Warrants in response to this Offer, please follow the
instructions in this document and the related documents, including the Letter
of
Transmittal.
The
Offer
is not subject to the exercise of any minimum or maximum number of
Warrants.
Investing
in the Company’s securities involves a high degree of risk.
See“Risk
Factors”
in Section 12 of this Offer Letter for a discussion of information that you
should consider before exercising Warrants.
If
you desire to exercise Warrants that are part of Units, then you must instruct
your broker to separate the Warrants from the Units prior to exercising the
Warrants pursuant to this Offer.
For
specific instructions regarding separation of Units, please see the letter
to be
used by brokers, dealers, commercial banks, trust companies and other nominees
to their clients.
A
detailed discussion of this Offer is contained in this Offer Letter. Warrant
holders are strongly encouraged to read this entire package of materials, and
the publicly filed information about the Company referenced herein, before
making a decision regarding this Offer.
THE
COMPANY’S BOARD OF DIRECTORS HAS APPROVED THIS OFFER. HOWEVER, NEITHER THE
COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES, NOR THE INFORMATION
AGENT, MAKES ANY RECOMMENDATION AS TO WHETHER TO EXERCISE WARRANTS. YOU MUST
MAKE YOUR OWN DECISION AS TO WHETHER TO EXERCISE SOME OR ALL OF YOUR
WARRANTS.
THE
COMPANY HAS NO CURRENT INTENTION TO CONDUCT ANOTHER OFFER TO PROMOTE THE EARLY
EXERCISE OF THE WARRANTS. HOWEVER, THE COMPANY RESERVES THE RIGHT TO DO SO
IN
THE FUTURE, AS WELL AS TO REDEEM THE WARRANTS IF AND WHEN IT IS PERMITTED TO
DO
SO PURSUANT TO THE WARRANT TERMS. PURSUANT TO THE WARRANT TERMS, THE COMPANY
MAY
REDEEM SOME OR ALL OF THE WARRANTS AT A PRICE OF $0.01 PER WARRANT IF THE SALES
PRICE OF THE COMPANY’S COMMON STOCK EQUALS OR EXCEEDS $11.50 PER SHARE FOR ANY
20 TRADING DAYS WITHIN A 30 TRADING DAY PERIOD ENDING 3 BUSINESS DAYS BEFORE
A
NOTICE OF REDEMPTION IS SENT.
IMPORTANT
PROCEDURES
If
you
want to tender all or part of your Warrants, you must do one of the following
before the Offer expires:
|
●
|
if
your Warrants are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee, contact the nominee and have
the
nominee tender your Warrants for you, which can typically be done
electronically;
|
|
●
|
if
you hold Warrant certificates in your own name, complete and sign
the
Letter of Transmittal according to its instructions, and deliver
it,
together with any required signature guarantee, the certificates
for your
Warrants and any other documents required by the Letter of Transmittal,
to
Continental Stock Transfer & Trust Company (“Continental”), the
Depositary for this Offer; or
|
|
●
|
if
you are an institution participating in The Depository Trust Company,
called the ‘‘book-entry transfer facility’’ in this document, tender your
Warrants and payment according to the procedure for book-entry
transfer described in
Section 2.
|
-
9 -
If
you
want to tender your Warrants but:
|
●
|
your
certificates for the Warrants are not immediately available or
cannot be
delivered to the Depositary; or
|
|
●
|
you
cannot comply with the procedure for book-entry transfer;
or
|
|
●
|
your
other required documents cannot be delivered to the Depositary
before the
expiration of the Offer,
|
then
you
can still tender your Warrants if you comply with the guaranteed delivery
procedure described in Section 2.
TO
TENDER
YOUR WARRANTS, YOU MUST CAREFULLY FOLLOW THE PROCEDURES DESCRIBED IN THIS OFFER
LETTER, THE LETTER OF TRANSMITTAL AND THE OTHER DOCUMENTS DISCUSSED HEREIN
RELATED TO THE COMPANY’S OFFER.
If
you
have any question or need assistance, you should contact MacKenzie Partners,
Inc., the Information Agent for this Offer. You may request additional copies
of
this document, the Letter of Transmittal or the Notice of Guaranteed Delivery
from the Information Agent at:
MacKenzie
Partners, Inc.
105
Madison Avenue,
New
York,
New York 10016
Phone
(800) 322-2885
Facsimile
(212) 929-0308
The
address of Continental, the Depositary, is:
Continental
Stock Transfer & Trust Company
17
Battery Place, 8th
Floor
New
York,
New York 10004
(212)
509-4000
-
10 -
TABLE
OF CONTENTS
|
SECTION
|
|
PAGE
|
|
|
|
|
|
|
|
Summary
|
|
4
|
|
|
|
|
|
|
|
The
Offer
|
|
7
|
|
|
1.
|
General
Terms
|
7
|
|
|
2.
|
Procedure
for Exercising and Tendering Warrants
|
9
|
|
|
3.
|
Withdrawal
Rights
|
12
|
|
|
4.
|
Acceptance
for Exercise of Warrants And Issuance of Shares
|
13
|
|
|
5.
|
Background
and Purpose of the Offer
|
13
|
|
|
6.
|
Price
Range of Common Stock, Warrants and Units
|
15
|
|
|
7.
|
Source
and Amounts of Funds
|
15
|
|
|
8.
|
Transactions
and Agreements Concerning Warrants
|
15
|
|
|
9.
|
Financial
Information Regarding the Company
|
16
|
|
|
10.
|
Extension
of Tender Period; Termination; Amendments
|
18
|
|
|
11.
|
U.S.
Federal Income Tax Consequences
|
18
|
|
|
12.
|
Risk
Factors; Forward Looking Statements
|
23
|
|
|
13.
|
Additional
Information; Miscellaneous
|
36
|
|
|
|
|
|
|
| Exhibits | |||
|
Letter
of Transmittal
|
|
||
| Notice
of
Guaranteed Delivery Form of Letter to brokers, dealers, commericial banks, trust companies and other nominees to their clients |
|||
-
11 -
SUMMARY
|
WHO
IS MAKING THE OFFER?
|
General
Finance Corporation, a Delaware corporation, with principal executive
offices at 39 East Union Street, Pasadena, California 91103, telephone
(626) 584-9722.
|
|
|
|
|
|
|
WHAT
SECURITIES ARE SUBJECT OF THE OFFER?
|
9,208,333
of the Company’s warrants (the “Warrants”),
which consist of 8,625,000 Warrants issued on April 5, 2006 in the
Company’s initial public offering (the “IPO”)
and 583,333 Warrants issued to Ronald F. Valenta and John O. Johnson
in a
private placement immediately prior to the Company’s IPO.
Each Warrant is exercisable for one share of Common Stock at an exercise
price of $6.00. The Warrants expire on April 5, 2010, unless sooner
redeemed by the Company, as permitted under the
Warrants.
|
|
|
|
|
|
|
WHAT
IS THE MARKET PRICE OF OUR SECURITIES?
|
The
Units, Warrants and Common Stock of the Company are listed on the
American
Stock Exchange under the symbols GFN.U, GFN.WS and GFN, respectively.
On
April 28, 2008, the last reported sale prices of such securities were
$8.70, $1.65 and $7.25, respectively.
See
Section 6.
|
|
|
|
|
|
|
WHAT
ARE THE MATERIAL TERMS OF THE OFFER?
|
We
are offering to Warrant holders the right to exercise each Warrant
for the
reduced exercise price of $5.10 from May 2, 2008 until the May 30,
2008
or
such later date to which the Company may extend the Offer.
After the Expiration Date, the exercise price of each Warrant will
revert
to $6.00. The exercise price for the Warrants is payable in cash.
The
offer is subject to all the terms and conditions set forth in this
Offer
Letter and the Letter of
Transmittal.
|
|
WHY
ARE WE MAKING THE OFFER?
|
We
are making the Offer to raise capital for the Company and to reduce
the
number of Warrants outstanding. We plan to use the capital that may
be
raised upon exercise of the Warrants to fund future acquisitions
and
growth. In addition, we believe that the substantial number of Warrants
now outstanding creates uncertainty in our capital structure, as
well as
opportunities for arbitrage that may adversely affect trading prices
of
our securities. Thus, the reduction in the number of outstanding
Warrants
will provide greater certainty to investors and potential investors
regarding the number of shares of Common Stock that are, and may
become,
outstanding.
|
|
|
|
|
|
|
WHEN
DOES THE OFFER EXPIRE?
|
5:00 p.m.,
Eastern Daylight Time on the date to which we may extend this
Offer.
|
|
|
|
|
|
|
ONCE
EXERCISED, MAY YOU RESCIND YOUR EXERCISE?
|
If
you exercise Warrants pursuant to this Offer, you may rescind your
exercise at any time until the Expiration Date. See Section 3.
|
|
|
|
||
|
WILL
OUR DIRECTORS AND EXECUTIVE OFFICERS OF PARTICIPATE IN THE OFFER?
|
Each
our directors and executive officers who owns Warrants has advised
the
Company that he intends to exercise some or all of his Warrants.
|
|
|
|
|
|
|
DO
WE RECOMMEND THAT EXERCISE YOUR WARRANTS IN THE OFFER?
|
Our
Board of Directors has approved the offer. However, neither the Company
nor any of its directors, officers or employees, nor the information
agent, makes any recommendation as to whether to exercise Warrants.
You
must make your own decision as to whether to exercise some or all
of your
Warrants.
|
-
12 -
|
HOW
DO I EXERCISE MY WARRANTS PURSUANT TO THE OFFER?
|
To
exercise your Warrants, you must complete one of the actions described
herein under ‘‘Important Procedures’’ before the Expiration Date.
|
|
|
WHO
CAN RESPOND TO QUESTIONS OR PROVIDE ASSISTANCE REGARDING THE OFFER?
|
Please
direct questions or requests for assistance, or for additional copies
of
this Offer, the Letter of Transmittal or other materials, in writing,
to
the Information Agent — MacKenzie Partners, Inc., 105
Madison Avenue, New York, New York 10016.
Warrant holders, banks and brokerages may call Toll Free: ((800)
322-2885.
|
-
13 -
THE
OFFER
OUR
BOARD
OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER THE COMPANY NOR ANY OF
ITS
DIRECTORS, OFFICERS OR EMPLOYEES, NOR THE INFORMATION AGENT, MAKES ANY
RECOMMENDATION AS TO WHETHER TO EXERCISE WARRANTS. YOU MUST MAKE YOUR OWN
DECISION AS TO WHETHER TO EXERCISE SOME OR ALL OF YOUR WARRANTS.
YOUR
PARTICIPATION IN THE OFFER INVOLVES A NUMBER OF RISKS, INCLUDING, BUT NOT
LIMITED TO, THE RISKS IDENTIFIED IN SECTION 12. YOU SHOULD CAREFULLY
CONSIDER THESE RISKS. WE URGE YOU SPEAK WITH YOUR PERSONAL FINANCIAL, INVESTMENT
AND/OR TAX ADVISOR AS YOU DEEM NECESSARY BEFORE DECIDING WHETHER OR NOT TO
PARTICIPATE IN THIS OFFER. IN ADDITION, WE STRONGLY ENCOURAGE YOU TO READ THIS
OFFER IN ITS ENTIRETY AND REVIEW THE DOCUMENTS REFERRED TO IN SECTIONS 9
AND 13.
| 1 |
GENERAL
TERMS
|
On
the
terms and subject
to the conditions
set
forth
in this Offer Letter and the Letter of Transmittal, we
offer
to
all
Warrant holders
to
the
right
to
exercise their Warrants during
the Offer Period
for
the
reduced
exercise
price of $5.10 per Warrant.
The “Offer Period” is the period commencing May 2, 2008 and terminating at the
Expiration Date. The Expiration Date is 5:00 p.m. Eastern Daylight Time on
May
30, 2008 or such later date to which the Company may extend this Offer. After
the Offer Period, the exercise price of each Warrant will revert to
$6.00.
The
exercise price of the Warrants exercised pursuant to the reduced exercise price
of the Offer will be payable only by check, certified bank check or wire
transfer of immediately available funds in accordance with the Company’s
instructions and must accompany the Letter of Transmittal.
You
are
under no obligation to exercise any Warrants. You may exercise some or all
of
your Warrants on these terms. If you desire to exercise Warrants in response
to
the Offer, please follow the instructions in this Offer Letter and the related
documents, including the Letter of Transmittal.
If
you
exercise Warrants pursuant to the Offer and change your mind prior to the
Expiration Date, you may rescind your exercise at any time until the Expiration
Date, by following the instructions in Section 3.
The
Offer
is not subject to the exercise of any minimum or maximum number of Warrants.
The
Company expressly reserves the right, in its sole discretion, at any time or
from time to time, to extend the period of time during which the Offer. There
can be no assurance, however, that the Company will extend the Offer beyond
May
30, 2008. See Section 10.
THE
COMPANY HAS NO CURRENT INTENTION TO CONDUCT ANOTHER OFFER TO PROMOTE THE EARLY
EXERCISE OF THE WARRANTS. HOWEVER, THE COMPANY RESERVES THE RIGHT TO DO SO
IN
THE FUTURE, AS WELL AS TO REDEEM THE WARRANTS IF AND WHEN IT IS PERMITTED TO
DO
SO PURSUANT TO THE WARRANT TERMS. PURSUANT TO THE WARRANT TERMS, THE COMPANY
MAY
REDEEM SOME OR ALL OF THE WARRANTS AT A PRICE OF $0.01 PER WARRANT IF THE SALES
PRICE OF THE COMPANY’S COMMON STOCK EQUALS OR EXCEEDS $11.50 PER SHARE FOR ANY
20 TRADING DAYS WITHIN A 30 TRADING DAY PERIOD ENDING 3 BUSINESS DAYS BEFORE
A
NOTICE OF REDEMPTION IS SENT.
-
14 -
| 2. |
PROCEDURE
FOR EXERCISING
WARRANTS
|
The
method you
use to deliver all documents necessary to exercise your Warrants, including
the
Letter of Transmittal, Warrant certificates and any other required documents,
is
at your election and risk. If you decide to send your materials by mail, we
recommend that you use registered mail with return receipt and proper
insurance.
All
deliveries in connection with this Offer, including the Letter of Transmittal
and Warrant certificates for Warrants exercised, must be made to the Depositary
and not to us, the Information Agent or the Book-Entry Transfer Facility
(described below). Any documents delivered to us, the Information Agent or
the
Book-Entry Transfer Facility will not be forwarded to the Depositary and
therefore may not be deemed to be properly tendered. In all cases, you should
allow sufficient time to ensure delivery before the Expiration
Date.
| A. |
How
to Exercise Warrants
|
To
exercise your Warrants pursuant to the Offer, you must
| ● |
deliver
to
the Depositary at its address set forth on the last page of this
document
a properly completed and executed Letter of Transmittal (or facsimile
thereof) before the Expiration Date; and
|
| ● |
deliver
the Warrants in accordance with one of the following three methods
and
within the required time periods: (i) delivery of the actual Warrant
certificate to the Depositary; (ii) book entry delivery (see “Book Entry
Delivery” below); or (iii) guaranteed delivery (see “Guaranteed Delivery”
below).
|
| ● |
Deliver
to the Depositary a check, a certified bank check or wire transfer
of
immediately available funds in the amount of the exercise price for
the
Warrants:
|
In
the
Letter of Transmittal, you must: (i) set forth your name and address;
(ii) set forth the number of Warrants exercised; and (iii) if known,
set forth the number of the Warrant certificate(s) representing such
Warrants.
Where
Warrants are exercised by a registered holder of the Warrants who has completed
either the box entitled “Special Payment Instructions” or the box entitled
“Special Delivery Instructions” on the Letter of Transmittal, all signatures on
the Letters of Transmittal must be guaranteed by an “Eligible
Institution.”
An
“Eligible Institution” is a bank, broker dealer, credit union, savings
association or other entity that is a member in good standing of the Securities
Transfer Agents Medallion Program or a bank, broker, dealer, credit union,
savings association or other entity which is an “eligible guarantor
institution,” as that term is defined in Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
If
the
Warrants are registered in the name of a person other than the signer of the
Letter of Transmittal, the Warrants must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of
the registered owner(s) appear on the Warrants, with the
signature(s) on the Warrants or stock powers guaranteed.
-
15 -
An
exercise of Warrants pursuant to the procedures described below in this
Section will constitute a binding agreement between the exercising holder
of Warrants and the Company upon the terms and subject to the conditions of
the
Offer.
BOOK-ENTRY
DELIVERY.
The
Depositary will establish an account for the Warrants at The Depository Trust
Company (“DTC”) for purposes of the Offer within two business days after the
date of this Offer Letter. Any financial institution that is a participant
in
DTC’s system may make book-entry delivery of Warrants by causing DTC to transfer
such Warrants into the Depositary’s account in accordance with DTC’s procedure
for such transfer. Even though delivery of Warrants may be effected through
book-entry transfer into the Depositary’s account at DTC, a properly completed
and duly executed Letter of Transmittal (or facsimile thereof), with any
required signature guarantee, or an agent’s message in the case of a book-entry
transfer, and any other required documentation, must in any case be transmitted
to and received by the Depositary at its address set forth on the last
page of this document prior to the Expiration Date, or the guaranteed
delivery procedures set forth herein must be followed. Delivery of the Letter
of
Transmittal (or other required documentation) to DTC does not constitute
delivery to the Depositary.
WARRANTS
HELD THROUGH CUSTODIANS.
If you
want to exercise Warrants that are held through a direct or indirect DTC
participant, such as a broker, dealer, commercial bank, trust company or other
financial intermediary, you must instruct that holder to exercise your Warrants
on your behalf. A letter of instructions is included with this Offer Letter
and
as an exhibit to the Schedule TO. That letter may be used by you to instruct
a
custodian to exercise and deliver Warrants on your behalf.
Unless
the Warrants being exercised are delivered to the Depositary by 5:00 P.M.,
Eastern Daylight Time, on the Expiration Date accompanied by a properly
completed and duly executed Letter of Transmittal or a properly transmitted
agent’s message, and in the case of a cash exercise, proper payment, the Company
may, at its option, treat such exercise as invalid. Issuance of Common Stock
upon exercise of Warrants will be made only against the valid exercises of
the
Warrants.
GUARANTEED
DELIVERY.
If you
want to exercise your Warrants pursuant to the Offer, but (i) your Warrants
are not immediately available, (ii) the procedure for book-entry transfer
cannot be completed on a timely basis, or (iii) time will not permit all
required documents to reach the Depositary prior to the Expiration Date, you
can
still exercise your Warrants if all the following conditions are
met:
| (A) |
the
tender is made by or through an Eligible
Institution;
|
| (B) |
the
Depositary receives by hand, mail, overnight courier or facsimile
transmission, prior to the Expiration Date, a properly completed
and duly
executed Notice of Guaranteed Delivery in the form the Company has
provided with this document (with signatures guaranteed by an Eligible
Institution); and
|
| (C) |
the
Depositary receives, within three American Stock Exchange trading
days
after the date of its receipt of the notice of guaranteed
delivery:
|
| (1) |
the
certificates for all exercised Warrants, or confirmation of receipt
of the
Warrants pursuant to the procedure for book-entry transfer as described
above,
|
| (2) |
a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), or an Agent’s Message in the case of a book-entry transfer, and
any other documents required by the letter of transmittal;
and
|
| (3) |
payment
by check, certified bank check or wire transfer of immediately
available
funds in the amount of the exercise price for the
Warrants.
|
In
any
event, the issuance of shares of Common Stock for Warrants exercised pursuant
to
the Offer and accepted pursuant to the Offer will be made only after timely
receipt by the Depositary of Warrants, properly completed, duly executed
Letter(s) of Transmittal and any other required documents.
-
16 -
|
B.
|
Determination
of Validity
|
All
questions as to the form of documents and the validity, eligibility (including
time of receipt) and proper exercise of the Warrants will be determined by
the
Company, in its sole discretion, and its determination shall be final and
binding, subject to the judgment of any court. The Company reserves the absolute
right, subject to the judgment of any court, to reject any or all tenders of
Warrants that it determines are not in proper form or reject Warrants that
may,
in the opinion of the Company’s counsel, be unlawful. The Company also reserves
the absolute right, subject to the judgment of any court, to waive any defect
or
irregularity in any tender of the Warrants. Neither the Company nor any other
person will be under any duty to give notice of any defect or irregularity
in
tenders, nor shall any of them incur any liability for failure to give any
such
notice.
The
exercise of Warrants pursuant to the procedure described above will constitute
a
binding agreement between the tendering Warrant holder and the Company upon
the
terms and subject to the conditions of the Offer.
|
C.
|
Signature
Guarantees
|
Except
as
otherwise provided below, all signatures on a Letter of Transmittal by a person
residing in or tendering Warrants in the U.S. must be guaranteed by a firm
that
is a member of a registered national securities exchange or the National
Association of Securities Dealers, Inc., or by a commercial bank or trust
company having an office or correspondent in the United States which is a
participant in an approved Signature Guarantee Medallion Program (each of the
foregoing being referred to as an “Eligible Institution”). Signatures on a
Letter of Transmittal need not be guaranteed if (a) the Letter of
Transmittal is signed by the registered holder of the Warrant(s) tendered
therewith and such holder has not completed the box entitled “Special Delivery
Instructions” or “Special Issuance Instructions” in the Letter of Transmittal;
or (b) such Warrants are tendered for the account of an Eligible
Institution. See Instructions 1 and 5 of the Letter of Transmittal.
| 3. |
RESCISSION
RIGHTS
|
If
you
exercise Warrants pursuant to this Offer, you may rescind your exercise at
any
time prior to the Expiration Date. Thereafter, your exercise is
irrevocable.
To
rescind your exercise of Warrants,
a
written notice of withdrawal must be timely received by the Depositary at its
address identified in the Offer prior to the Expiration Date. Any notice of
rescission must specify the name of the person who exercised the Warrants for
which exercise is to be rescinded and the number of Warrants for which exercise
is rescinded. If the Warrants certificates have been delivered to the
Depositary, a signed notice of rescission must be submitted prior to return
of
such Warrants. In addition, such notice must specify the name of the registered
holder (if different from that of the person tendering Warrant holder) and,
if
known, the serial numbers shown on the particular certificates evidencing the
Warrants to be withdrawn.
If
you
exercised your Warrants through DTC and desire to rescind your exercise, you
should contact the DTC participant through which you exercised your Warrants.
In
order to rescind the exercise, a DTC participant may, prior to the Expiration
Date, withdraw its instruction previously transmitted through the WARR PTS
function of DTC’s ATOP procedures by (1) withdrawing its acceptance through
the WARR PTS function, or (2) delivering to the Depositary by mail, hand
delivery or facsimile transmission, notice of withdrawal of such instruction.
The notices of withdrawal must contain the name and number of the DTC
participant. A withdrawal of an instruction must be executed by a DTC
participant as such DTC participant’s name appears on its transmission through
the WARR PTS function to which such withdrawal relates. A DTC participant may
withdraw a tendered Warrant only if such withdrawal complies with the provisions
described in this paragraph.
-
17 -
If
you
exercised Warrants other than through DTC, you should send written notice of
rescission to the Depositary specifying the name of the Warrant holder who
exercised the Warrants being withdrawn. All signatures on a notice of withdrawal
must be guaranteed by a Medallion Signature Guarantor; provided, however, that
signatures on the notice of rescission need not be guaranteed if the Warrants
for which exercise is rescinded are held for the account of an Eligible
Guarantor Institution. Rescission of a prior Warrant tender will be effective
upon receipt of the notice of withdrawal by the Depositary. Selection of the
method of notification is at the risk of the Warrant holder, and notice of
rescission must be timely received by the Depositary.
All
questions as to the form and validity (including time of receipt) of any notice
of rescission will be determined by the Company, in its sole discretion, which
determination shall be final and binding, subject to the judgments of any courts
that might provide otherwise. Neither the Company nor any other person will
be
under any duty to give notification of any defect or irregularity in any notice
of rescission or incur any liability for failure to give any such notification,
subject to the judgment of any court.
| 4. |
ISSUANCE
OF SHARES
|
Promptly
following the Expiration Date, we will deliver confirmation of your ownership
of
the Common Stock or certificates of the shares of Common Stock issued upon
all
properly exercised Warrants. In
all
cases, Warrants will only be accepted for exercise pursuant to the Offer after
timely receipt by the Depositary of certificates for Warrants either physically
or through the book-entry delivery, a properly completed and duly executed
Letter of Transmittal or manually signed photocopy thereof, and a check,
certified bank check or wire transfer of immediately available funds in
accordance with the instruction herein in the amount of the purchase price
of
the Common Stock.
For
purposes of the Offer, we
will be
deemed to have accepted for exercise Warrants that are validly tendered and
for
which exercises
are not
withdrawn, unless we
gives
written notice to the Warrant holder of its non-acceptance.
| 5. |
BACKGROUND
AND PURPOSES OF THE
OFFER
|
|
A.
|
Information
Concerning General Finance
Corporation
|
We
are a
holding company whose strategy and business plan is to acquire and operate
specialty finance and equipment leasing businesses in the U.S., Europe,
Australia and Asia. We plan to acquire growing businesses with strong management
teams that earn attractive returns on equity. We will assist these managers
by
providing operational and acquisitions advice and access to
capital.
In
September 2007, we acquired RWA Holdings Pty Limited and its subsidiaries,
which we refer collectively as “Royal Wolf.” We paid $64.3 million to
acquire Royal Wolf. The purchase price consisted of $44.7 million of cash and
shares of common stock of GFN U.S. Australasia Holdings, Inc., our subsidiary
which we refer to as “GFN U.S.”, constituting 13.8% of the outstanding capital
stock of GFN U.S. We issued the shares of common stock of GFN U.S. to Bison
Capital Australia, L.P., which we refer to as “Bison Capital,” as one of the
sellers of Royal Wolf. Following the acquisition, we own 86.2% of the
outstanding capital stock of GFN U.S., and Bison Capital owns the remaining
13.8% of the outstanding capital stock of GFN U.S. Through an indirect
subsidiary, GFN U.S. owns all of the outstanding capital stock of Royal
Wolf.
Royal
Wolf is the leading provider in Australia of portable storage containers,
portable container buildings and freight containers, which we refer to
collectively as “storage container products.” Royal Wolf leases and sells
storage container products through its 17 customer service centers, which we
refer to as “CSCs,” located in every state in Australia. We believe Royal Wolf
has the largest lease fleet of storage container products in Australia. Royal
Wolf is the only portable container lease and sales company with CSCs in all
major business centers in Australia and, as such, is the only storage container
products company in Australia with a national infrastructure and work
force.
-
18 -
We
have
never declared nor paid any cash dividends on our Common Stock. We currently
intend to retain all future earnings, if any, for use in the operations and
expansion of business. As a result, we do not anticipate paying cash dividends
in the foreseeable future. Any future determination as to the declaration and
payment of cash dividends will be at the discretion of our Board of Directors
and will depend on factors our Board of Directors deems relevant, including
amount others, our results or operations, financial condition and cash
requirements, business prospects, and the terms of credit facilities and other
financing arrangements. It is likely that the debt financing arrangements put
into place in connection with its acquisitions will prohibit us from declaring
or paying dividends without the consent of our lenders.
|
B.
|
Purposes
of the Offer; Plans and
Proposals
|
We
are
making the Offer to raise capital and to reduce the number of Warrants
outstanding. We plan to acquire growing businesses, and we plan to use the
capital that we raise upon exercise of the Warrants to fund future acquisitions
and growth. However, we are not presently a party to any agreement or
understanding with respect to any such acquisition. In addition, we believe
that
the substantial number of Warrants now outstanding creates uncertainty in our
capital structure, as well as opportunities for arbitrage that may adversely
affect the trading prices of our securities. Thus, the reduction in the number
of outstanding Warrants will provide greater certainty to investors and
potential investors regarding the number of shares of Common Stock that are,
and
may become, outstanding.
Except
for the general plan to use the capital provided by the exercise of Warrants
to
fund acquisitions as part of our business strategy, we are not presently a
party
to any agreement or understanding that would result in: (a) the acquisition
by any person of more or our securities, or the disposition of our securities;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving us or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of us or any of our
subsidiaries; (d) any change in our present Board of Directors or
management including, but not limited to, any plans or proposals to change
the
number or the term of directors, to fill any existing vacancy on the Board
or to
change any material term of the employment contract of any executive officer;
(e) any material change in our present dividend rate or policy, or our
indebtedness or capitalization; (f) any other material change in our
corporate structure or business; (g) changes in our Certificate of
Incorporation or By-Laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of us by any person;
(h) causing a class of our equity securities to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) causing a class of our equity securities to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (j) the suspension of our obligation to file reports
pursuant to Section 15(d) of the Exchange Act.
| C. |
Beneficial
Ownership of Warrants by Directors and Executive
Officers
|
The
following table sets forth as of April 28, 2008, the beneficial ownership of
Warrants by each of our directors and executive officers who beneficially owns
Warrants; and (ii) by all of our directors and executive officers as a group:
|
Name
|
Number
of Warrants
Beneficially
Owned (1)
|
Percent
of Class
|
|||||
|
Ronald
F. Valenta
|
1,181,966
|
12.8
|
%
|
||||
|
John
O. Johnson
|
309,367
|
3.4
|
%
|
||||
|
Christopher
A. Wilson
|
1,000
|
0.0
|
%
|
||||
|
All
Directors and Executive Officers as a
Group (10
persons)
|
1,492,333
|
16.2
|
%
|
||||
_________________________
|
(1)
|
No
“associates” of these persons, as such term is defined in Rule 12b-2 of
the Securities and Exchange Commission, beneficially own
Warrants:.
|
|
(2)
|
The
address for each of these Warrant holders is 39 East Union Street,
Pasadena, California 91103.
|
-
19 -
Each
of
the person identified in the foregoing table have advised us that they will
exercise some of their Warrants pursuant to the Offer. We cannot guarantee
that
these persons will ultimately decide to exercise their Warrants pursuant to
this
Offer.
None
of
our directors or executive officers effected any transactions in the Warrants
since March 1, 2008
NONE
OF
THE COMPANY OR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES, NOR THE INFORMATION
AGENT, MAKES ANY RECOMMENDATION TO ANY HOLDER OF WARRANTS AS TO WHETHER TO
TENDER AND EXERCISE SOME OR ALL OF HIS, HER OR ITS WARRANTS. EACH HOLDER OF
WARRANTS MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER AND
EXERCISE HIS, HER OR ITS WARRANTS.
| 6. |
PRICE
RANGE OF UNITS, COMMON STOCK AND
WARRANTS
|
Our
Units, Common Stock and Warrants are traded on the American Stock Exchange
under
the symbols GFN.U, GFN.WS and GFN, respectively.
We
recommend that holders obtain current market quotations for the Common Stock,
among other factors, before deciding whether or not to exercise their
Warrants.
The
following table sets forth for the periods indicated the range of high and
low
sales prices for the Units, since the Units commenced trading on April 10,
2006,
and for the Common Stock and Warrants, since the Common Stock and Warrants
commenced public trading separately on June 13, 2006:
|
|
Units
|
Common
Stock
|
Warrants
|
||||||||||||||||
|
|
High
|
Low
|
High
|
Low
|
High
|
Low
|
|||||||||||||
|
FY
2008:
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
|
Third
Quarter
|
$
|
12.15
|
$
|
8.50
|
$
|
9.05
|
$
|
7.00
|
$
|
3.24
|
$
|
1.55
|
|||||||
|
|
|||||||||||||||||||
|
Second
Quarter
|
$
|
13.70
|
$
|
10.00
|
$
|
9.89
|
$
|
7.90
|
$
|
4.05
|
$
|
2.20
|
|||||||
|
|
|||||||||||||||||||
|
First
Quarter
|
$
|
10.05
|
$
|
8.80
|
$
|
8.00
|
$
|
7.43
|
$
|
2.20
|
$
|
1.60
|
|||||||
|
|
|||||||||||||||||||
|
FY
2007:
|
|||||||||||||||||||
|
|
|||||||||||||||||||
|
Fourth
Quarter
|
$
|
9.75
|
$
|
9.00
|
$
|
7.95
|
$
|
7.56
|
$
|
1.96
|
$
|
1.45
|
|||||||
|
|
|||||||||||||||||||
|
Third
Quarter
|
$
|
9.60
|
$
|
8.50
|
$
|
7.95
|
$
|
7.46
|
$
|
1.80
|
$
|
1.10
|
|||||||
|
|
|||||||||||||||||||
|
Second
Quarter
|
$
|
8.00
|
$
|
7.81
|
$
|
7.70
|
$
|
7.22
|
$
|
1.15
|
$
|
0.62
|
|||||||
|
|
|||||||||||||||||||
|
First
Quarter
|
$
|
8.45
|
$
|
7.75
|
$
|
7.36
|
$
|
7.22
|
$
|
0.85
|
$
|
0.63
|
|||||||
|
FY
2006:
|
|||||||||||||||||||
|
Fourth
Quarter
|
$
|
8.06
|
$
|
7.75
|
$
|
7.35
|
$
|
7.24
|
$
|
0.80
|
$
|
0.63
|
|||||||
-
20 -
| 7. |
SOURCE
AND AMOUNT OF FUNDS
|
We
will
not use any or our funds in connection with the exercise of the Warrants. We
will use our existing working capital to pay expenses associated with this
Offer, estimated to be $50,000.
| 8. |
TRANSACTIONS
AND AGREEMENTS CONCERNING
WARRANTS
|
Other
than as set forth below, and as set forth in our Certificate of Incorporation
and By-Laws, there are no agreements, arrangements or understandings between
us,
or any of our directors or executive officers identified above and any other
person with respect to the Warrants.
A. Information
Agent Agreement.
In connection with the Offer, MacKenzie will receive a fee equal to US
$8,500. In addition, MacKenzie is entitled to reimbursement of its
reasonable out-of-pocket expenses.
B. Warrant
Agreement.
In connection with its initial public offering and the appointment of a warrant
agent for its publicly traded Warrants, the Company entered into a Warrant
Agreement with Continental Stock Transfer & Trust Company. The Warrant
Agreement provides for the various terms, restrictions and governing provisions
that dictate all the terms of the Warrants. In addition, the Company has
retained Continental Stock Transfer & Trust Company to act as the
Depositary and MacKenzie Partners, Inc. to act as the Information Agent.
MacKenzie may contact warrant holders by mail, telephone, facsimile, or other
electronic means, and may request brokers, dealers, commercial banks, trust
companies and other nominee warrant holders to forward material relating to
the
offer to beneficial owners. Each of Continental and MacKenzie will receive
reasonable and customary compensation for its services in connection with the
Company’s Offer, plus reimbursement for out-of-pocket expenses, and will be
indemnified by the Company against certain liabilities and expenses in
connection therewith.
| 9. |
FINANCIAL
INFORMATION REGARDING THE
COMPANY
|
Summary
Financial Information
The
summary historical consolidated financial data set forth below are derived
from
the audited consolidated financial statements of Royal Wolf (as our Predecessor)
for the years ended June 30, 2007 and 2006, the six months ended June 30, 2005
and the year ended December 31, 2004; and from our unaudited condensed
consolidated financial statements for the six months ended December 31, 2006
(Predecessor), the period from July 1, to September 13, 2007 (Predecessor)
and
the six months ended December 31, 2007 (Successor). The summary historical
financial data for the periods ended December 31, 2007 and 2006 are derived
from
our unaudited consolidated financial statements, have been prepared on the
same
basis as the audited consolidated financial statements referred to above and,
in
the opinion of management, include all significant normal, recurring adjustments
necessary to state fairly the data included therein in accordance with generally
accepted accounting principles in the United States (“GAAP”) for
interim financial information. Interim results are not necessarily indicative
of
the results to be expected for any other interim period or any fiscal year.
The
selected financial data presented below should be read in conjunction with
the
Company’s consolidated financial statements and the notes to the consolidated
financial statements and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” included in the Company’s Post-Effective
Amendment on Form S-1 declared effective March 31, 2008, Transition Report
on
Form 10-K for the six months ended June 30, 2007 and Quarterly Report on
Form 10-Q for the quarterly period ended December 31, 2007, which are all hereby
incorporated by reference. The full text of all such filings with the SEC
referenced above, as well as the other documents the Company has filed with
the
SEC prior to, or will file with the SEC subsequent to, the filing of this Tender
Offer Statement on Schedule TO can be accessed electronically on the SEC’s
website at www.sec.gov.
The
information as of and for the year ended December 31, 2003 was derived from
the audited financial statements of Royal Wolf Trading Australia Pty Limited,
or
RWT, Royal Wolf’s principal operating subsidiary.
-
21 -
Consolidated
Statement of Operations Information:
|
|
Predecessor
|
Predecessor
|
Successor
|
||||||||||||||||||||||
|
|
Year
Ended
|
Six
Months Ended
|
Year Ended
|
Six
Months Ended
|
Period
from July 1, to
|
Six
Months Ended
|
|||||||||||||||||||
|
|
December
31,
|
June
30,
|
December
31,
|
September
13,
|
December
31,
|
||||||||||||||||||||
|
|
2003
|
2004
|
2005
|
2006
|
2007
|
2006
|
2007
|
2007
|
|||||||||||||||||
|
|
(In
thousands of dollars)
|
|
|
||||||||||||||||||||||
|
Sale
of containers
|
$
|
16,947
|
$
|
26,141
|
$
|
13,563
|
$
|
34,473
|
$
|
52,929
|
$
|
23,308
|
$
|
10,944
|
$
|
25,476
|
|||||||||
|
Leasing
of containers
|
8,540
|
12,351
|
7,224
|
15,921
|
21,483
|
10,234
|
4,915
|
8,775
|
|||||||||||||||||
|
|
25,487
|
38,492
|
20,787
|
50,394
|
74,412
|
33,542
|
15,859
|
34,251
|
|||||||||||||||||
|
Operating
income
|
1,447
|
2,926
|
560
|
2,412
|
4,672
|
197
|
1,530
|
3,145
|
|||||||||||||||||
|
Other
income (expense), net
|
1,596
|
(2,242
|
)
|
(662
|
)
|
(2,626
|
)
|
(3,870
|
)
|
(1,729
|
)
|
(1,062
|
)
|
1,249
|
|||||||||||
|
Income (loss)
before provision for income taxes and minority interest
|
3,043
|
684
|
(102
|
)
|
(214
|
)
|
802
|
(1,532
|
)
|
468
|
4,394
|
||||||||||||||
|
Net
income (loss)
|
2,244
|
284
|
(177
|
)
|
(428
|
)
|
312
|
(2,149
|
)
|
288
|
2,719
|
||||||||||||||
-
22 -
Consolidated
Balance Sheet Information:
|
|
Predecessor
|
Successor
|
|||||||||||||||||
|
|
December
31,
|
June
30,
|
December
31,
|
||||||||||||||||
|
|
2003
|
2004
|
2005
|
2006
|
2007
|
2007
|
|||||||||||||
|
|
|
|
|
|
|
(Unaudited)
|
|||||||||||||
|
|
(In
thousands of dollars, except share information)
|
|
|||||||||||||||||
|
Trade
and other receivables, net
|
$
|
3,901
|
$
|
5,479
|
$
|
6,002
|
$
|
7,451
|
$
|
13,322
|
$
|
18,649
|
|||||||
|
Inventories
|
2,908
|
1,669
|
3,066
|
5,460
|
5,472
|
16,795
|
|||||||||||||
|
Container
for lease fleet, net
|
13,080
|
17,511
|
19,644
|
27,773
|
40,928
|
66,469
|
|||||||||||||
|
Total
assets
|
24,953
|
30,728
|
35,930
|
47,903
|
68,788
|
165,210
|
|||||||||||||
|
Total
current liabilities
|
9,009
|
11,070
|
8,997
|
16,580
|
20,859
|
25,264
|
|||||||||||||
|
Long-term
debt and obligations, net
|
11,432
|
16,081
|
22,993
|
27,155
|
33,811
|
65,085
|
|||||||||||||
|
Net
assets
|
4,322
|
3,165
|
3,586
|
3,018
|
13,040
|
64,783
|
|||||||||||||
|
Book
value per share:
|
||||
|
Basic
|
$
|
6.69
(a
|
)
|
|
|
Diluted
|
3.03
(b
|
)
|
||
|
Pro
forma book value per share:
|
||||
|
Basic
|
$
|
5.94
(c
|
)
|
|
|
Diluted
|
5.10
(d
|
)
|
_________________________
|
(a)
|
Based
on 9,690,099 shares of common stock
outstanding.
|
|
(b)
|
Based
on 9,690,099 shares of common stock outstanding and the dilutive
effect of
11,658,333 outstanding warrants and stock
options.
|
|
(c)
|
Based
on 9,690,099 shares of common stock outstanding and the exercise
of
8,625,000 warrants at an exercise price of
$5.10.
|
|
(d)
|
Based
on 9,690,099 shares of common stock outstanding, the exercise of
8,625,000
warrants at an exercise price of $5.10 and the dilutive effect of
the
remaining 3,033,333 outstanding warrants and stock
options.
|
| 10. |
EXTENSION
OF TENDER PERIOD; TERMINATION; AMENDMENTS;
CONDITIONS
|
We
expressly reserve the right, in our sole discretion and at any time or from
time
to time, to extend the period of time during which the Offer is
open.
There
can
be no assurance, however, that we will exercise our right to extend the Offer.
Amendments to the Offer will be disseminated to the holders of the Warrants.
Material changes to information previously provided to holders of the Warrants
in this Offer or in documents furnished subsequent thereto will be disseminated
to holders of Warrants. Also, should we, pursuant to the terms and conditions
of
the Offer, materially amend the Offer, we will ensure that the Offer remains
open long enough to comply with U.S. Federal securities laws. It is possible
that such changes could involve an extension of the Offer of up to 10 additional
business days.
-
23 -
If
we
materially changes the terms of the Offer or the information concerning the
Offer, we will extend the Offer to the extent required under applicable law.
The
minimum period during which an offer must remain open following any material
change in the terms of the Offer or information concerning the Offer (other
than
a change in price, change in dealer’s soliciting fee or change in percentage of
securities sought all of which require up to 10 additional business days) will
depend on the facts and circumstances, including the relative materiality of
such terms or information.
| 11. |
U.S.
FEDERAL INCOME TAX
CONSEQUENCES
|
A. General
The
following summary describes the material U.S. federal income tax considerations
of the acquisition and ownership of Common Stock to holders who hold such Common
Stock as capital assets and who acquire such Common Stock upon the exercise
of
the Warrants also held as capital assets. This description also addresses the
material U.S. federal income tax considerations of the Offer to Warrant holders.
This description does not purport to address the potential tax considerations
that may be material to a holder based on his, her or its particular situation
and does not address the tax considerations applicable to holders that may
be
subject to special tax rules, such as:
|
●
|
financial
institutions;
|
|
●
|
insurance
companies;
|
|
●
|
real
estate investment trusts;
|
|
●
|
regulated
investment companies;
|
|
●
|
grantor
trusts;
|
|
●
|
tax-exempt
organizations;
|
|
●
|
dealers
or traders in securities or currencies;
or
|
|
●
|
holders
that hold Common
Stock or Warrants as part of a position in a straddle or as part
of a
hedging, conversion or integrated transaction for U.S. federal
income tax
purposes or U.S. Holders (as defined below) that have a functional
currency other than the U.S.
dollar.
|
Moreover,
this description does not address the U.S. federal estate and gift tax,
alternative minimum tax or other tax consequences of the acquisition and
ownership of Common Stock or Warrants. Holders should consult their tax
advisors with respect to the application of the U.S. tax laws to their
particular situation.
-
24 -
This
description is based on the Internal Revenue Code of 1986, as amended (the
“
Code”), existing and proposed Treasury regulations, administrative
pronouncements and judicial decisions, each as in effect on the date hereof.
All
of the foregoing are subject to change, possibly with retroactive effect, or
differing interpretations by the Internal Revenue Service or a court, which
could affect the tax consequences described herein. For purposes of this
description, for U.S. federal income tax purposes a holder of Common Stock
or
Warrants is a “United States person” if such holder is:
|
●
|
an
individual who is a citizen or
resident of the United States;
|
|
●
|
a
corporation created or organized in or under the laws of the United
States
or any State thereof, including the District of
Columbia;
|
|
●
|
an
estate the income of which is subject to U.S. federal income taxation
regardless of its source; or
|
|
●
|
a
trust (x) if a court within the United States is able to exercise
primary supervision over the administration of such trust
and one or more “U.S. persons,” as defined in section 7701(a)(30) of the
Code, have the authority to control all substantial decisions of
such
trust or (y) that has a valid election in effect under applicable
U.S. Treasury regulations to be treated as a U.S.
person.
|
If
a
partnership (or any other entity treated as a partnership for U.S. federal
income tax purposes) holds the Common Stock or Warrants, the tax treatment
of
the partnership and a partner in such partnership generally will depend on
the
status of the partner and the activities of the partnership. Such partner
should consult its own tax advisor as to the application of the U.S. tax laws
to
its particular situation.
This
summary is included herein as general information only. Accordingly, each holder
is urged to consult his, her or its own tax advisor with respect to the U.S.
federal, state, local and non-U.S. income and other tax consequences of
participating in the Offer and of holding and disposing of the Common
Stock.
| B. |
The
Offer
|
If
you
participate in the Offer in accordance with the procedures set forth in the
Offer, we intend to treat your participation for U.S. federal income tax
purposes in the manner described below.
If
you
elect to exercise an existing Warrant by paying a reduced exercise price of
$5.10 to receive one share of Common Stock (i.e.,
a
reduced cash exercise), we will treat the transaction as a “recapitalization”
exchange of the existing Warrant for a “new” warrant having a $5.10 exercise
price, followed by an exercise of the “new” warrant. The consequences of such a
transaction would be that (i) the deemed exchange of existing Warrants for
“new” warrants would not cause recognition of gain or loss, (ii) your tax
basis in the “new” warrants received in the deemed exchange would be equal to
the tax basis in your existing Warrants given in the exchange, (iii) your
tax basis in Common Stock received upon exercise of the “new” warrants will
equal your basis in the exercised “new” warrants increased by the exercise price
paid to acquire the Common Stock; and (iv) your holding period for the
Common Stock acquired upon the exercise of “new” warrants will begin on the day
following the date of exercise.
If
you do
not participate in the Offer, we intend to treat the Offer as not resulting
in
any U.S. federal income tax consequences to you.
The
remainder of this summary assumes such treatment of participating and
non-participating holders. However,
because the U.S. federal income tax consequences of the Offer are unclear,
there
can be no assurance in this regard and alternative characterizations are
possible that would require you to recognize taxable income. For
example, if you are a participating holder, it is possible that the reduction
of
the exercise price of the Warrants could be treated as resulting in taxable
gain
from the exchange of existing Warrants for new warrants. Counsel
will not render an opinion on the U.S. federal income tax consequences of the
Offer or a holder’s participation in the Offer. You
are
urged to consult your tax advisor regarding the potential tax consequences
of
the Offer to you in your particular situation, including the consequences of
possible alternative characterizations.
Assuming
the recapitalization treatment described above, if you are a participating
holder, you will be required to file with your U.S. federal income tax return
for the year in which the recapitalization occurs a statement setting forth
certain information relating to your existing Warrants (including basis
information) and any Common Stock that you receive in exchange for your existing
Warrants, and to maintain permanent records containing such
information.
-
25 -
| C. |
U.S.
Holders
|
The
following discussion summarizes the material U.S. federal income tax
consequences of the ownership and disposition of the Common Stock applicable
to
“United States persons” (referred to below as “U.S. Holders”), subject to the
limitations described above.
Ownership
of Common Stock
Distributions
of cash or property that we
pay
in
respect of the Common Stock will constitute dividends for U.S. federal income
tax purposes to the extent paid from its current or accumulated earnings and
profits (as determined under U.S. federal income tax principles) and will be
includible in a U.S. Holder’s gross income upon receipt.
Any such
dividend will be eligible for the dividends received deduction if received
by an
otherwise qualifying corporate U.S. Holder that meets the holding period and
other requirements for the dividends received deduction. Dividends
paid us
to
certain non-corporate U.S. holders (including individuals), with respect to
taxable years beginning on or before December 31, 2010, are eligible for
U.S. federal income taxation at the rates generally applicable to long-term
capital gains for individuals, provided that the holder receiving the dividend
satisfies applicable holding period and other requirements.
If the
amount of a distribution exceeds our
current
and accumulated earnings and profits, such excess first will be treated as
a
tax-free return of capital to the extent of the U.S. Holder’s tax basis in such
Holder’s Common Stock, and thereafter will be treated as capital
gain.
Dispositions
of Common Stock
Upon
a
sale, exchange or other taxable disposition of shares of the Common Stock,
a
U.S. Holder generally will recognize capital gain or loss equal to the
difference between the amount realized on the sale, exchange or other taxable
disposition and such Holder’s adjusted tax basis in its shares of Common Stock.
Such capital gain or loss will be long-term capital gain or loss if such Holder
has held such Common Stock for more than one year at the time of disposition.
The deductibility of capital losses is subject to limitations under the
Code.
U.S.
Backup Withholding Tax and Information Reporting
Requirements
Information
reporting generally will apply to payments of dividends on the Common Stock
and
proceeds from the sale or exchange of the Common Stock or Warrants made within
the United States to a U.S. Holder, other than an exempt recipient (including
a
corporation), a payee that is not a United States person that provides an
appropriate certification, and certain other persons. If information
reporting applies to any such payment, a payor will be required to withhold
backup withholding tax from the payment if the holder fails to furnish its
correct taxpayer identification number or otherwise fails to comply with, or
establish an exemption from, such backup withholding tax
requirements.
Backup
withholding is not an additional tax. Any amounts withheld under the backup
withholding rules from a payment to a U.S. Holder will be refunded or
credited against the U.S. Holder’s U.S. federal income tax liability, if any,
provided that the required information is furnished to the
IRS.
| D. |
Non-U.S.
Holders
|
The
following discussion summarizes the material U.S. federal income tax
consequences of the ownership and disposition of the Common Stock applicable
to
holders who are not “United States persons” (referred to below as “Non-U.S.
Holders”), subject to the limitations described above.
U.S.
Trade or Business Income
For
purposes of this discussion, dividend income and gain on the sale, exchange
or
other taxable disposition of the Common Stock will be considered to be “U.S.
trade or business income” if such income or gain is (i) effectively
connected with the conduct by a Non-U.S. Holder of a trade or business within
the United States and (ii) in the case of a Non-U.S. Holder that is
eligible for the benefits of an income tax treaty with the United States,
attributable to a permanent establishment (or, for an individual, a fixed base)
maintained by the Non-U.S. Holder in the United States. Generally, U.S. trade
or
business income is not subject to U.S. federal withholding tax (provided the
Non-U.S. Holder complies with applicable certification and disclosure
requirements); instead, a Non-U.S. Holder is subject to U.S. federal income
tax
on a net income basis at regular U.S. federal income tax rates (in the same
manner as a U.S. person) on its U.S. trade or business income. Any U.S. trade
or
business income received by a Non-U.S. Holder that is a corporation also may
be
subject to a “branch profits tax” at a 30% rate, or at a lower rate prescribed
by an applicable income tax treaty, under specific circumstances.
-
26 -
Ownership
of Common Stock
Distributions
of cash or property that we pay in respect of the Common Stock will constitute
dividends for U.S. federal income tax purposes to the extent paid from our
current or accumulated earnings and profits (as determined under U.S. federal
income tax principles). A Non-U.S. Holder generally will be subject to U.S.
federal withholding tax at a 30% rate, or at a reduced rate prescribed by an
applicable income tax treaty, on any dividends received in respect of the Common
Stock. If the amount of a distribution exceeds its current and accumulated
earnings and profits, such excess first will be treated as a return of capital
to the extent of the Non-U.S. Holder’s tax basis in the Common Stock, and
thereafter will be treated as capital gain. In order to obtain a reduced rate
of
U.S. federal withholding tax under an applicable income tax treaty, a Non-U.S.
Holder will be required to provide a properly executed IRS Form W-8BEN
certifying its entitlement to benefits under the treaty. A Non-U.S. Holder
of
the Common Stock that is eligible for a reduced rate of U.S. federal withholding
tax under an income tax treaty may obtain a refund or credit of any excess
amounts withheld by filing an appropriate claim for a refund with the IRS.
A
Non-U.S. Holder should consult its own tax advisor regarding its possible
entitlement to benefits under an income tax treaty.
The
U.S.
federal withholding tax described in the preceding paragraph does not apply
to
dividends that represent U.S. trade or business income of a Non-U.S. Holder
who
provides a properly executed IRS Form W-8ECI, certifying that the dividends
are effectively connected with the Non-U.S. Holder’s conduct of a trade or
business within the United States.
Dispositions
of Common Stock
A
Non-U.S. Holder generally will not be subject to U.S. federal income or
withholding tax in respect of any gain on a sale, exchange or other taxable
disposition of Common Stock unless:
|
●
|
the
gain is U.S. trade or business
income;
|
|
●
|
the
Non-U.S. Holder is an individual who is present in the United States
for
183 or more days in the taxable year of the disposition and meets
other
conditions (in which case, such Non-U.S. Holder will be subject
to U.S.
federal income tax at a rate of 30% (or a reduced rate under an
applicable
tax treaty) on the amount by which certain capital gains allocable
to U.S.
sources exceed certain capital losses allocable to U.S. sources);
or
|
|
●
|
the
Company is or has been a “U.S. real property holding corporation” (a
“USRPHC”) under section 897 of the Code at any time during the shorter
of
the five-year period ending on the date of disposition and the
Non-U.S.
Holder’s holding period for the Common Stock (in which case, such gain
will be subject to U.S. federal income tax in the same manner as
U.S.
trade or business income).
|
In
general, a corporation is a USRPHC if the fair market value of its “U.S. real
property interests” equals or exceeds 50% of the sum of the fair market value of
its worldwide real property interests and its other assets used or held for
use
in a trade or business. If we are determined to be a USRPHC, the U.S. federal
income and withholding taxes relating to interests in USRPHCs nevertheless
will
not apply to gains derived from the sale or other disposition of the Common
Stock by a Non-U.S. Holder whose shareholdings, actual and constructive, at
all
times during the applicable period, amount to 5% or less of the Common Stock,
provided that the Common Stock is regularly traded on an established securities
market. We do not believe that we are currently a USRPHC, and we do not
anticipate becoming a USRPHC in the future. However, no assurance can be given
that we will not be a USRPHC, or that the Common Stock will be considered
regularly traded, when a Non-U.S. Holder sells its shares of the Common
Stock.
-
27 -
U.S.
Backup Withholding Tax and Information Reporting
Requirements
We
must
annually report to the IRS and to each Non-U.S. Holder any dividend income
that
is subject to U.S. federal withholding tax, or that is exempt from such
withholding tax pursuant to an income tax treaty. Copies of these information
returns also may be made available under the provisions of a specific treaty
or
agreement to the tax authorities of the country in which the Non-U.S. Holder
resides. Under certain circumstances, the Code imposes a backup withholding
obligation (currently at a rate of 28%) on certain reportable payments.
Dividends paid to a Non-U.S. Holder of Common Stock generally will be exempt
from backup withholding if the Non-U.S. Holder provides a properly executed
IRS
Form W-8BEN or otherwise establishes an exemption and the payor does not
have actual knowledge or reason to know that the holder is a U.S.
person.
The
payment of the proceeds from the disposition of the Common Stock to or through
the U.S. office of any broker, U.S. or foreign, will be subject to information
reporting and possible backup withholding unless the owner certifies as to
its
non-U.S. status under penalties of perjury or otherwise establishes an
exemption, provided that the broker does not have actual knowledge or reason
to
know that the holder is a U.S. person or that the conditions of any other
exemption are not, in fact, satisfied. The payment of the proceeds from the
disposition of the Common Stock to or through a non-U.S. office of a non-U.S.
broker will not be subject to information reporting or backup withholding unless
the non-U.S. broker has certain types of relationships with the United States
(a
“U.S. related person”). In the case of the payment of the proceeds from the
disposition of the Common Stock to or through a non-U.S. office of a broker
that
is either a U.S. person or a U.S. related person, the Treasury regulations
require information reporting (but not the backup withholding) on the payment
unless the broker has documentary evidence in its files that the owner is a
Non-U.S. Holder and the broker has no knowledge to the contrary. Non-U.S.
Holders should consult their own tax advisors on the application of information
reporting and backup withholding to them in their particular circumstances
(including upon their disposition of Common Stock).
Backup
withholding is not an additional tax. Any amounts withheld under the backup
withholding rules from a payment to a Non-U.S. Holder will be refunded or
credited against the Non-U.S. Holder’s U.S. federal income tax liability, if
any, provided that the required information is furnished to the
IRS.
| 12. |
RISK
FACTORS; FORWARD-LOOKING
STATEMENTS
|
The
following are what we believe to be our material risks. Additional risks and
uncertainties not presently know to us or that we currently deems immaterial
also may impair our business operations. If any of the matters identified as
potential risks materialize, our business could be adversely affected. In that
event, the trading price of the Common Stock could decline to prices below
that
paid pursuant to an exercise of the Warrants.
Risks
Related to Our Business
The
Company’s overall financial results will be affected by the relative value of
the Australian dollar to the U.S. dollar and may be affected by other currencies
with future acquisitions
While
the
past two years have seen gains in the Australian dollar relative to the U.S.
dollar there is a likelihood that that trend will reverse. If the Australian
dollar loses value against the U.S. dollar then the value of the operating
results and the value of the investment in Australia will decline for financial
reporting purposes and our overall financial results will be diminished. Future
acquisitions in other countries will further impact the currency exchange impact
on our financial results and may not be offset by the blending of U.S.
dollar-based acquisitions.
Sales
of storage container units constitute a significant portion of Royal Wolf’s
revenues. Failure to continue to sell units at historic levels could adversely
affect our financial results and our ability to grow.
Sales
of
storage units and related modification revenues constituted approximately 71%
of
Royal Wolf total revenues for the year ended June 30, 2007. Revenues from
sales of storage units have a material impact on our financial results and
our
ability to service our debt. Further, the funding of the growth of the lease
fleet is dependent upon the sales of storage container units to take advantage
of business and growth opportunities available to it.
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28 -
The
failure of Royal Wolf to achieve its business strategy of increasing its leasing
revenue could adversely affect the predictability of our quarterly earnings
results and adversely affect our results of
operations.
Historically,
sales generated over 67% of Royal Wolf’s revenue and leasing generated under 33%
of Royal Wolf’s revenue. We are pursuing a strategy of increasing revenue
generated from leasing operations. Revenues generated from sales can vary
greatly from quarter to quarter, while revenue from leasing operations is more
predictable. If we are not successful in increasing the percentage of our
revenues generated by our leasing operations, our results of operations may
vary
greatly quarter to quarter, and would therefore be less predictable. In
addition, if we are not successful in increasing the percentage of our revenues
from our leasing operations, our results of operations may be adversely
affected.
General
or localized economic downturns or weakness may adversely affect Royal Wolf’s
customers, in particular those in the mining and moving and storage industries,
which may reduce demand for Royal Wolf’s products and services which would
negatively impact our future revenues and results of
operations.
A
significant portion of Royal Wolf’s revenues is derived from customers in
industries and businesses that are cyclical in nature and subject to changes
in
general economic conditions, including the mining and moving and storage
industries, which constituted approximately 10% and 8%, respectively, of Royal
Wolf’s revenues in the fiscal year ended June 30, 2007. Although we believe
the variety of Royal Wolf’s products, the breadth of its customer base and its
geographic diversity throughout Australia reduces its exposure to economic
downturns, general economic downturns or localized downturns in markets where
its operates could reduce demand for Royal Wolf’s products and negatively impact
our future revenues and results of operations.
Royal
Wolf faces significant competition in the portable buildings industry and
regional competition in the portable storage market. Royal Wolf also faces
potentially significant competition from modular industry companies who have
portable storage offerings, especially from several national competitors in
Australia who have greater financial resources and pricing flexibility than
Royal Wolf does. If Royal Wolf is unable to compete successfully in these
industries, it could lose customers and our future revenues could
decline.
Although
Royal Wolf’s competition varies significantly by market, the portable buildings
market in which Royal Wolf competes is dominated by three or four large
participants and is highly competitive. In addition, Royal Wolf competes with
a
number of large to mid-sized regional competitors, as well as many smaller,
full
and part-time operators in many local regions. The modular space industry is
highly competitive and almost all of the competitors have portable storage
product offerings. The primary modular national competitors with portable
storage offerings are less leveraged than Royal Wolf, and have greater financial
resources and pricing flexibility than Royal Wolf does. If they focus on
portable storage, Royal Wolf could lose customers and our future revenues could
decline. If Royal Wolf is unable to compete successfully in these markets,
it
could lose customers and our future revenues could decline.
Our
customers lease our storage container products on a month-to-month basis, and
our results of operations could be adversely affected by a downturn in economic
activity
.
Should
a
significant number of Royal Wolf’s storage container products be returned by
customers during a short period of time, Royal Wolf would have to lease to
new
customers a large supply of units at similar rates in order to maintain historic
revenues from these operations. Royal Wolf’s failure to effectively lease to new
customers a large influx of units returned by customers from leases could have
a
material adverse effect on our results of operations.
Our
ability to be successful may depend on the efforts of Ronald F. Valenta and
John
O. Johnson.
Mr.
Valenta has significant experience and contacts in owning, operating and
acquiring companies in the business of equipment sales and leasing, our present
business. Mr. Johnson has significant experience in acquisitions, and part
of
our strategy is to acquire additional businesses engaged in equipment sales
and
leasing. Neither Mr. Valenta nor Mr. Johnson has an employment agreement with
us, and they are not currently compensated for their services, although Mr.
Valenta and Mr. Johnson beneficially own approximately 24.1% and 6.7%,
respectively, of our outstanding common stock. They have also advised our Board
of Directors that they would serve in their current capacities without
compensation until the earlier of June 30, 2008 or such time as Royal Wolf
achieves annualized earnings before interest, income taxes, depreciation and
amortization, which we refer to as “EBITDA,” of $20 million or we achieve a
company-wide total annualized EBITDA of $40 million.
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29 -
The
supply and cost of used ocean-going containers fluctuates, which fluctuation
could affect Royal Wolf’s pricing and our ability to
grow.
Royal
Wolf currently purchases, refurbishes and modifies used ocean-going containers
in order to replenish and expand its lease fleet. Various freight transportation
companies, freight forwarders and commercial and retail storage companies also
purchase used ocean-going containers. Many of these other companies have greater
financial resources than Royal Wolf does. As a result, if the number of
available containers for sale decreases, these competitors may be better able
to
absorb an increase in the cost of containers. If used ocean-going container
prices increase substantially, Royal Wolf may not be able to purchase enough
new
units to maintain or increase the size of its fleet. These price increases
also
could increase Royal Wolf’s acquisition costs and operating expenses and
adversely affect our results of operations and reduce our earnings. Conversely,
an oversupply of used ocean-going containers may cause container prices to
fall,
which may result in competitors then lowering the lease rates on their storage
units. As a result, Royal Wolf may need to lower its lease rates to remain
competitive, which would cause our future revenues to decline.
Because
our customers lease our storage container products on a month-to-month basis,
we
could be adversely affected by an economic downturn. Should a significant number
of Royal Wolf’s lease units be returned during any short period of time, Royal
Wolf would have to lease to new customers a large supply of units at similar
rates in order to maintain historic revenues from these operations. Royal Wolf’s
failure to effectively remarket a large influx of units returning from leases
could have a material adverse effect on our results of
operations.
Governmental
regulations could impose substantial costs and restrictions on Royal Wolf’s
operations that could harm our future results of
operations.
Royal
Wolf is subject to various Australian federal, state and local environmental,
transportation, health and safety laws and regulations in connection with its
operations. Any failure to comply with these laws or regulations could result
in
capital or operating expenditures or the imposition of severe penalties or
restrictions on its operations. In addition, these laws and regulations could
change in a manner that materially and adversely affects Royal Wolf’s ability to
conduct its business. More burdensome regulatory requirements in these or other
areas may increase our general and administrative costs. If Royal Wolf is unable
to pass these increased costs on to its customers, our future operating results
could be negatively impacted.
Royal
Wolf may not be able to facilitate its growth strategy by identifying or
completing transactions with attractive acquisition candidates, which could
impair the growth and profitability of its business.
Since
December 2005, Royal Wolf has completed five acquisitions. An important element
of our growth strategy for Royal Wolf is to continue to seek additional
acquisitions in order to add new leasing customers within existing geographic
markets and branch locations, and to expand Royal Wolf’s operations into new
markets. Any future growth through acquisitions will be partially dependent
upon
the continued availability of suitable acquisition candidates at favorable
prices, upon advantageous terms and conditions and upon successful integration
of the acquired businesses. However, future acquisitions may not be available
at
advantageous prices or upon favorable terms and conditions. In addition,
acquisitions involve risks that the businesses acquired will not perform in
accordance with expectations, that business judgments concerning the value,
strengths and weaknesses of businesses acquired will prove incorrect, that
the
acquired businesses may not be integrated successfully and that the acquisitions
may strain Royal Wolf’s management resources. Future acquisitions and any
necessary related financings also may involve significant transaction-related
expenses. If Royal Wolf is unable to complete additional acquisitions or
successfully integrate any businesses that it does acquire, our future growth
and operating results would be adversely impacted. There is no assurance that
we
or Royal Wolf will be able to identify, negotiate or complete any future
acquisitions, or, if completed that any such acquisitions will be
successful.
Failure
to retain key personnel could adversely affect Royal Wolf’s operations and could
impede our ability to execute our business plan and growth
strategy.
Royal
Wolf is managed largely by its existing officers, including Robert Allan, its
Chief Executive Officer, and Peter McCann, its Chief Financial Officer. The
continued success of Royal Wolf will depend largely on the efforts and abilities
of these executive officers and certain other key employees. The ten members
of
the senior management team of Royal Wolf have an average of over 13 years of
experience in the equipment leasing industry. These officers and employees
have
knowledge and an understanding of Royal Wolf and its industry that cannot be
readily duplicated. Each of Messrs. Allan and McCann has an employment
agreement which is terminable under certain circumstances upon notice to him.
The loss of any member of Royal Wolf’s senior management team could impair our
ability to execute our business plan and growth strategy, cause a loss of
customers, reduce revenues and adversely affect employee morale.
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30 -
Any
failure of Royal Wolf’s management information systems could disrupt our
business and result in decreased lease or sale revenues and increased overhead
costs, which could negatively impact our results of
operations.
Royal
Wolf depends on its management information systems to actively manage its lease
fleet, control new unit capital spending and provide fleet information,
including leasing history, condition and availability of our units. These
functions enhance Royal Wolf’s ability to optimize fleet utilization, lease
fleet condition and redeployment. The failure of Royal Wolf’s management
information systems to perform as we anticipate could disrupt its business
and
could result in, among other things, decreased leases or sales and increased
overhead costs, which could negatively impact our results of
operations.
A
write-off of all or a part of our goodwill and intangibles would hurt our
operating results and reduce our stockholders’
equity.
As
a
result of our acquisition of Royal Wolf, we recorded significant intangible
assets related to goodwill and customer lists, which represent the excess of
the
total purchase price of the acquisitions over the fair value of the net assets
acquired. We are not permitted to amortize goodwill under the
U.S. accounting standards and instead are required to review goodwill and
other intangibles at least annually for impairment. In the event impairment
is
identified, a charge to earnings would be recorded. Although it does not affect
our cash flow, a write off in future periods of all or a part of our goodwill
or
intangibles would hurt our operating results and stockholders’ equity. We are
unable to currently estimate if and when it may become necessary to write off
goodwill or intangibles or the effect such a write off may have on our financial
results or the market prices of our securities.
Significant
increases in raw material costs could increase our operating costs significantly
and harm our stockholders’ equity.
Royal
Wolf purchases raw materials, including metals, lumber, siding and roofing
and
other products, to perform periodic refurbishment of its units and to modify
containers to its customers’ requirements. During periods of rising prices for
raw materials, and in particular when the prices increase rapidly or to levels
significantly higher than normal, we may incur significant increases in our
operating costs and may not be able to pass price increases through to our
customers in a timely manner, which could harm our future results of
operations.
Failure
by Chinese manufacturers to sell and deliver products to Royal Wolf in timely
fashion may harm Royal Wolf’s reputation and our financial
condition.
Royal
Wolf currently purchases new storage container products directly from container
manufacturers in China. Although Royal Wolf is not dependent on any one
manufacturer and is able to purchase products from a variety of suppliers,
the
failure of one or more of its suppliers to timely manufacture and deliver
containers to Royal Wolf could adversely affect its operations. Royal Wolf
purchases new storage container products under purchase orders issued to
container manufacturers, which the manufacturers may or may not accept or be
able to fill. Royal Wolf has no contracts with any supplier. If these suppliers
do not timely fill Royal Wolf’s purchase orders, or do not properly manufacture
the ordered products, our reputation and financial condition also could be
harmed.
We
may need additional debt or equity to sustain our growth, but we do not have
commitments for such funds.
We
finance our growth through a combination of borrowings, cash flow from
operations, and equity financing. Our ability to continue growing at the pace
we
have historically grown will depend in part on our ability to obtain either
additional debt or equity financing. The terms on which debt and equity
financing is available to us varies from time to time and is influenced by
our
performance and by external factors, such as the general economy and
developments in the market, that are beyond our control. Also, additional debt
financing or the sale of additional equity securities may cause the market
price
of our common stock to decline. If we are unable to obtain additional debt
or
equity financing on acceptable terms, we may have to curtail our growth by
delaying new branch openings, or, under certain circumstances, lease fleet
expansion.
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31 -
Some
zoning laws restrict the use of Royal Wolf’s storage container units and
therefore limit its ability to offer its products in all
markets.
Most
of
Royal Wolf’s customers use Royal Wolf’s storage container units to store goods
on their own properties. Local zoning laws in some of Royal Wolf’s geographic
markets prohibit customers from maintaining portable storage units on their
properties or require that portable storage units be located out of sight from
the street. If local zoning laws in one or more of Royal Wolf’s geographic
markets were to ban or restrict portable storage units stored on customers’
sites, Royal Wolf’s business in that market will suffer.
Unionization
by some or all of Royal Wolf’s employees could cause increases in operating
costs.
Royal
Wolf’s employees are not presently covered by collective bargaining agreements.
However, from time to time various unions have attempted to organize some of
Royal Wolf’s employees. We are unable to predict the outcome of any continuing
or future efforts to organize Royal Wolf’s employees, the terms of any future
labor agreements, or the effect, if any, those agreements might have on our
operations or financial performance
We
may not take certain actions with respect to Royal Wolf without the written
consent of Bison Capital, as the holder of 13.8% of the outstanding capital
stock of GFN U.S., which indirectly owns Royal Wolf.
We
have
entered into a shareholders agreement with Bison Capital with respect to our
86.2% and Bison Capital’s 13.8% ownership interest in GFN U.S., which indirectly
owns Royal Wolf. Under the shareholders agreement, neither GFN U.S. nor Royal
Wolf may take certain actions without the written consent of Bison Capital,
including, without limitation, selling material assets outside the ordinary
course of business, entering into transactions with GFN, issuing capital stock
to GFN without offering a pro rata share to Bison Capital, issuing capital
stock
to a third party, issuing subordinated debt to any person without offering
Bison
its pro rata share, paying dividends or make other payments to GFN (other than
up to AUS $1 million per year for administration and overhead expenses),
changing the nature of the business, merging with any person that results in
a
change of control, or acquiring any business if the purchase price and assumed
debt exceeds $10 million.
Under
our shareholders agreement with Bison Capital, we have agreed to acquire
businesses in competition with Royal Wolf in certain geographic territory solely
through Royal Wolf.
Under
our
shareholders agreement with Bison Capital, we have agreed to acquire businesses
engaged in the sale and lease of portable storage containers, portable container
buildings and freight containers in certain geographic territory solely through
Royal Wolf. The geographic territory is that part of the world south of Guam,
west of Hawaii and east of Viet Nam.
Covenants
in our debt instruments restrict or prohibit our ability to engage in or enter
into a variety of transactions.
The
agreements governing our secured senior subordinated note with Bison Capital
and
our secured credit facility with Australian and New Zealand Banking Group
Limited contain various covenants that may limit our discretion in operating
our
business. In particular, we are limited in our ability to merge, consolidate
or
transfer substantially all of our assets, issue preferred stock of subsidiaries
and create liens on our assets to secure debt. In addition, if there is default,
and we do not maintain certain financial covenants or we do not maintain
borrowing availability in excess of certain pre-determined levels, we may be
unable to incur additional indebtedness, make restricted payments (including
paying cash dividends on our capital stock) and redeem or repurchase our capital
stock.
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32 -
Our
secured credit facility requires us, under certain limited circumstances, to
maintain certain financial ratios and limits our ability to make capital
expenditures. These covenants and ratios could have an adverse effect on our
business by limiting our ability to take advantage of financing, merger and
acquisition or other corporate opportunities and to fund our operations. Breach
of a covenant in our debt instruments could cause acceleration of a significant
portion of our outstanding indebtedness. Any future debt could also contain
financial and other covenants more restrictive than those imposed under the
agreements governing the secured senior subordinated note, and the secured
credit facility.
A
breach
of a covenant or other provision in any debt instrument governing our current
or
future indebtedness could result in a default under that instrument and, due
to
cross-default and cross-acceleration provisions, could result in a default
under
our other debt instruments. Upon the occurrence of an event of default under
the
secured credit facility or any other debt instrument, the lenders could elect
to
declare all amounts outstanding to be immediately due and payable and terminate
all commitments to extend further credit. If we were unable to repay those
amounts, the lenders could proceed against the collateral granted to them,
if
any, to secure the indebtedness. If the lenders under our current or future
indebtedness accelerate the payment of the indebtedness, we cannot assure you
that our assets or cash flow would be sufficient to repay in full our
outstanding indebtedness.
The
amount we can borrow under our secured credit facility depends in part on the
value of the portable storage units in our lease fleet. If the value of our
lease fleet declines, the amount we are able to borrow may decline. We are
required to satisfy several covenants with our lenders that are affected by
changes in the value of our lease fleet. We would breach some of these covenants
if the value of our lease fleet drops below specified levels. If this happens,
we may not be able to borrow the amounts we need to expand our business, and
we
may be forced to liquidate a portion of our existing fleet.
GFN
or its subsidiaries’ operations may not be able to generate sufficient cash
flows to its meet debt service obligations.
GFN
or
its subsidiaries’ ability to make payments on its indebtedness will depend on
its ability to generate cash from operations. The business may not generate
sufficient cash flow from operations to enable it to repay GFN or its
subsidiaries’ indebtedness and to fund other liquidity needs, including capital
expenditure requirements. The indebtedness to be incurred by GFN or its
subsidiaries under the secured credit facility will bear interest at variable
rates, and therefore if interest rates increase, GFN or its subsidiaries’ debt
service requirements will increase. In such case, GFN or its subsidiaries may
need to refinance or restructure all or a portion of its indebtedness on or
before maturity. GFN or its subsidiaries may not be able to refinance any of
its
indebtedness, including the new credit facility, on commercially reasonable
terms, or at all. If GFN or its subsidiaries cannot service or refinance its
indebtedness, it may have to take actions such as selling assets, seeking
additional equity or reducing or delaying capital expenditures, any of which
could have a material adverse effect on our operations and financial
condition.
If
we fail to maintain effective systems for disclosure controls and internal
controls over financing reporting as a result of the RWA acquisition, we may
be
unable to comply with the requirements of Section 404 of the Sarbanes Oxley
Act of 2002 in a timely manner.
When
we
acquired Royal Wolf we acquired the stock of a foreign private company that
had
not previously provided public reporting on basis of United States generally
accepted accounting principles. We therefore face the risk that deficiencies
and
weaknesses in internal controls over financial reporting may be identified
during the transition phase to a public reporting business.
Section 404
of the Sarbanes-Oxley Act of 2002 will require us to document and test the
effectiveness of our internal controls over financial reporting in accordance
with an established internal control framework and to report on its conclusion
as to the effectiveness of its internal controls. An independent registered
public accounting firm will also be required to test, evaluate and report on
the
completeness of our assessment. We may incur significant costs to comply with
these controls and procedure related requirements. If we discover areas of
its
internal controls that need improvement, we cannot be certain that any remedial
measures taken will ensure that we implement and maintain adequate internal
controls over financial processes and reporting in the future. Any failure
to
implement required new or improved controls, or difficulties encountered in
their implementation could harm our operating results or cause us to fail to
meet our reporting obligations.
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33 -
Ronald
F. Valenta and John O. Johnson allocate some portion of their time to other
businesses, which could cause conflicts of interest in their allocation of
time
to our affairs. These conflicts of interest could have a negative impact on
our
ability to function as an operating company and consummate future
acquisitions.
Neither
Ronald F. Valenta, our Chief Executive Officer, nor John O. Johnson, our Chief
Operating Officer, devotes or is required to devote his full time to our
affairs. This could create a conflict of interest when allocating their time
between our operations and their other commitments. These executive officers
are
engaged in several other business endeavors and are not obligated to devote
any
specific number of hours to our affairs. If these executive officers’ other
business affairs require them to devote substantially more time to such affairs,
it could limit their ability to devote time to our affairs and could have a
negative impact on our ability to function as an operating company and
consummate future business combinations.
Ronald
F. Valenta is affiliated with two companies in the specialty finance business,
which could create a conflict of interest in decisions affecting our
business.
Ronald
F.
Valenta, a director and our Chief Executive Officer, is also affiliated with
two
companies in the specialty finance industry. He is a director of Mobile Services
Group, Inc., a portable storage company he founded in 1988, and the Chairman
of
the Board of Directors of Mobile Office Acquisition Corporation, the parent
company of Pac-Van, Inc., a U.S. office modular and portable storage
company.
To
complete future business combinations, we may issue shares of our capital stock
that would reduce the equity interest of our stockholders and could cause a
change in control of our ownership, or incur debt, which could adversely affect
our financial condition.
Our
amended and restated certificate of incorporation authorizes the issuance of
up
to 100,000,000 shares of common stock and up to 1,000,000 shares of preferred
stock. At December 31, 2007, there were 78,651,568 authorized shares of our
common stock available for issuance (after appropriate reservation for the
issuance of shares upon full exercise of our outstanding warrants and options
that may be issued under our 2006 Stock Option Plan).
If
we
seek to consummate future business combinations, we may be required to issue
a
substantial number of additional shares of our common or preferred stock, or
a
combination of common and preferred stock, to complete the other business
combination. The issuance of additional shares of our common stock or any number
of shares of our preferred stock:
|
·
|
may
significantly reduce the equity interest of
investors;
|
|
·
|
may
subordinate the rights of holders of common stock if preferred
stock is
issued with rights senior to those afforded to our common
stock;
|
|
·
|
will
likely cause a change in control if a substantial number of our
shares of
common stock are issued, which may affect, among other things,
our ability
to use our net operating loss carry forwards, if any, and could
result in
the resignation or removal of our present officers and directors;
and
|
|
·
|
may
adversely affect prevailing market prices for our common
stock.
|
|
·
|
default
and foreclosure on our assets if our operating revenues after a
business
combination are insufficient to repay our debt
obligations;
|
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34 -
|
·
|
acceleration
of our obligations to repay the indebtedness even if we make all
principal
and interest payments when due if certain covenants that require
the
maintenance of certain financial ratios or reserves are breached
without a
waiver or renegotiation of that
covenant;
|
|
·
|
our
immediate payment of all principal and accrued interest, if any,
if the
debt security is payable on demand;
and
|
|
·
|
our
inability to obtain necessary additional financing if the debt
security
instrument covenants restricting our ability to obtain such financing
while the debt instrument is
outstanding.
|
While
part of our business strategy is to acquire additional businesses, there is
no
assurance that we will be able to identify businesses that we can acquire upon
terms we believe acceptable, or if such acquisitions require additional
financing, that we could obtain such additional
financing.
If
we do
seek to complete other acquisitions, we cannot ascertain the capital
requirements for other future transactions. We cannot assure you that, if
required, additional financing will be available on acceptable terms, if at
all.
To the extent that additional financing proves to be unavailable when needed
to
consummate a particular acquisition, we would be compelled to either restructure
the transaction or abandon that particular acquisition. In addition, if we
consummate a future acquisition, we may require additional financing to fund
the
operations or growth of the target business. The failure to secure additional
financing may impact the continued development or growth of the target
business.
Our
growth plan includes the expansion of Royal Wolf’s operations into markets
outside of Australia, including Asia/Pacific markets. Such international
expansion may not prove successful, and may divert significant capital,
resources and management’s time and attention and adversely affect Royal Wolf’s
on-going operations in Australia.
To
date,
Royal Wolf has conducted all of its business within Australia. However, Royal
Wolf has plans to enter international markets, including the Asia/Pacific
market, in the future, which will require substantial amounts of management
time
and attention. Royal Wolf’s products and its overall marketing approach may not
be accepted in other markets to the extent needed to make its international
expansion profitable. In addition, the additional demands on its management
from
these activities may detract from Royal Wolf’s efforts in the Australian market
and adversely affect its operating results in its principal market. Any
international expansion will expose Royal Wolf to the risks normally associated
with conducting international business operations, including unexpected changes
in regulatory requirements, changes in foreign legislation, possible foreign
currency controls, currency exchange rate fluctuations or devaluations, tariffs,
difficulties in staffing and managing foreign operations, difficulties in
obtaining and managing vendors and distributors, potential negative tax
consequences and difficulties collecting accounts receivable.
Royal
Wolf’s planned growth could strain our management resources, which could disrupt
our development of new Royal Wolf CSCs.
Our
future performance will depend in large part on our ability to manage Royal
Wolf’s planned growth. Royal Wolf’s growth could strain our existing management,
human and other resources. To successfully manage this growth, we must continue
to add managers and employees and improve Royal Wolf’s operating, financial and
other internal procedures and controls. We also must effectively motivate,
train
and manage Royal Wolf’s employees. If we do not manage Royal Wolf’s growth
effectively, some of its new CSCs and acquisitions may lose money or fail,
and
we may have to close unprofitable locations. Closing a CSC would likely result
in additional expenses that would adversely affect our future operating
results.
Future
acquisitions of businesses could subject us to additional business, operating
and industry risks, the impact of which cannot presently be evaluated, and
could
adversely impact our capital structure.
We
intend
to pursue additional acquisition opportunities in an effort to diversify our
investments and/or grow our business. Any business we acquire may cause us
to be
affected by numerous risks inherent in the acquired business’s operations. If we
acquire a business in an industry characterized by a high level of risk, we
may
be affected by the currently unascertainable risks of that industry. Although
our management will endeavor to evaluate the risks inherent in a particular
industry or target business, we cannot assure you that we will be able to
properly ascertain or assess all of the significant risk factors.
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35 -
In
addition, the financing of any acquisition we complete could adversely impact
our capital structure as any such financing would likely include the issuance
of
additional equity securities and/or the borrowing of additional funds. The
issuance of additional equity securities may significantly reduce the equity
interest of our stockholders and/or adversely affect prevailing market prices
for our common stock. Increasing our indebtedness could increase the risk of
a
default that would entitle the holder to declare all of such indebtedness due
and payable and/or to seize any collateral securing the indebtedness. In
addition, default under one debt instrument could in turn permit lenders under
other debt instruments to declare borrowings outstanding under those other
instruments to be due and payable pursuant to cross default clauses.
Accordingly, the financing of future acquisitions could adversely impact our
capital structure and your equity interest in our company.
Except
as
required by law or the rules of any securities exchange on which our securities
might be listed at the time we seek to consummate a subsequent acquisition,
you
will not be asked to vote on any such proposed acquisition and no redemption
rights in connection with any such acquisition will exist.
Risks
Associated with Our Warrants
Our
outstanding options and warrants may have an adverse effect on the market price
of common stock and increase the difficulty of effecting future business
combination.
At
December 31, 2007, we had outstanding options and warrants to purchase
11,658,333 shares of common stock. The potential for the issuance of substantial
numbers of additional shares of common stock upon exercise of these warrants
and
option could make us a less attractive acquisition vehicle in the eyes of a
target business. Such securities, when exercised, will increase the number
of
issued and outstanding shares of our common stock and reduce the value of the
shares issued. Additionally, the sale, or even the possibility of sale, of
the
shares underlying the warrants and options could have an adverse effect on
the
market price for our securities or on our ability to obtain future
financing.
We
may choose to redeem outstanding warrants at a time that is disadvantageous
to
our warrant holders.
Subject
to there being a current prospectus under the Securities Act of 1933, as
amended, with respect to the shares of common stock issuable upon exercise
of
the warrants issued as a part of the units in our initial public offering,
we
may redeem the warrants at any time after the warrants become exercisable,
in
whole and not in part, at a price of $.01 per warrant, upon a minimum of
30 days prior written notice of redemption, if and only if, the last sales
price of our common stock equals or exceeds $11.50 per share for any 20 trading
days within a 30 trading day period ending three business days before the notice
of redemption is sent. We may also elect to reduce the warrant price in our
sole
discretion to encourage warrant holders to exercise their warrants to purchase
our common stock. Redemption of the warrants could force the warrant holders
(i) to exercise the warrants and pay the exercise price therefore at a time
when it may be disadvantageous for the holders to do so, (ii) to sell the
warrants at the then current market price when they might otherwise wish to
hold
the warrants, or (iii) to accept the nominal redemption price which, at the
time the warrants are called for redemption, is likely to be substantially
less
than the market value of the warrants.
Although
we are required to (and intend to) use our best efforts to have an effective
registration statement covering the issuance of the shares underlying the
warrants issued in our initial public offering at the time that the warrant
holders exercise their warrants, we cannot guarantee that a registration
statement will be effective, in which case the warrant holders may not be able
to exercise their warrants.
Holders
of the warrants issued in our initial public offering will be able to receive
shares upon exercise of the warrants only if (i) a current registration
statement under the Securities Act of 1933 relating to the shares of common
stock underlying the warrants is then effective and (ii) such shares are
qualified for sale or exempt from qualification under the applicable securities
laws of the states in which the various holders of warrants reside. Although
we
have agreed in the warrant agreement, and therefore have a contractual
obligation, to use our best efforts to maintain a current registration statement
covering the shares underlying the warrants to the extent required by federal
securities laws, and we intend to comply with such agreement, we cannot give
assurance that we will be able to do so. In addition, some states may not permit
us to register the shares issuable upon exercise of our warrants for sale.
The
value of the warrants will be greatly reduced if a registration statement
covering the shares issuable upon the exercise of the warrants is not kept
current or if the securities are not qualified, or exempt from qualification,
in
the states in which the holders of warrants reside. Holders of warrants who
reside in jurisdictions in which the shares underlying the warrants are not
qualified and in which there is no exemption will be unable to exercise their
warrants and would either have to sell their warrants in the open market or
allow them to expire unexercised. If and when the warrants become redeemable
by
us, we may exercise our redemption right even if we are unable to qualify the
underlying securities for sale under all applicable state securities
laws.
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36 -
The
price of our common stock may fluctuate significantly, which may make it
difficult for shareholders to resell common stock when they want or at a price
they find attractive.
We
expect
that the market price of our common stock will fluctuate. Our common stock
price
can fluctuate as a result of a variety of factors, many of which are beyond
our
control. These factors include:
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·
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actual
or anticipated variations in our quarterly operating
results;
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·
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changes
in interest rates and other general economic
conditions;
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·
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significant
acquisitions or business combinations, strategic partnerships, joint
ventures or capital commitments by or involving us or our
competitors;
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·
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operating
and stock price performance of other companies that investors deem
comparable to us;
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news
reports relating to trends, concerns, litigation, regulatory changes
and
other issues in our industry;
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·
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geopolitical
conditions such as acts or threats of terrorism or military conflicts;
and
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·
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relatively
low trading volume.
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If
equity research analysts do not publish research or reports about our business
or if they issue unfavorable commentary or downgrade our common stock, the
price
of our common stock could decline.
The
trading market for our common stock will rely in part on the research and
reports that equity research analysts publish about us and our business. We
do
not control these analysts. The price of our stock could decline if one or
more
equity analysts downgrade our stock or if those analysts issue other unfavorable
commentary or cease publishing reports about us or our business.
We
do not currently intend to pay dividends, which may limit the return on your
investment in us.
We
currently intend to retain all available funds and any future earnings for
use
in the operation and expansion of our business and do not anticipate paying
any
cash dividends in the foreseeable future.
| 13. |
ADDITIONAL
INFORMATION;
MISCELLANEOUS
|
We
filed
with the SEC a Tender Offer Statement on Schedule TO, of which this Offer is
a
part. This Offer does not contain all of the information contained in the
Schedule TO and the exhibits to the Schedule TO. We recommend that Warrant
holders review the Schedule TO, including the exhibits, and the other materials
we have filed with the SEC before making a decision on whether to accept the
Offer.
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37 -
We
will
assess whether we are permitted to make the Offer in all jurisdictions. If
we
determine that we are not legally able to make the Offer in a particular
jurisdiction, we reserve the right to withdraw the Offer in that particular
jurisdiction and we will inform Warrant holders of this decision. If we withdraw
the Offer in a particular jurisdiction, the Offer will not be made to, nor
will
exercises or tenders be accepted from or on behalf of, the holders residing
in
that jurisdiction.
Our
Board
of Directors recognizes that the decision to accept or reject this Offer is
an
individual one that should be based on a variety of factors and holders should
consult with personal advisors if holders have questions about their financial
or tax situation.
We
are
subject to the information requirements of the Exchange Act and in accordance
therewith files and furnishes reports and other information with the SEC. All
reports and other documents we have filed or furnished with the SEC, including
the Schedule TO relating to the Offer, or will file or furnish with the SEC
in
the future, can be accessed electronically on the SEC’s website at
www.sec.gov.
Sincerely,
/s/
Ronald
F.
Valenta
Ronald
F.
Valenta
Director
and Chief Executive Officer
General
Finance Corporation
39
East
Union Street
Pasadena,
California 91103
(626)
584-9722
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38 -
EXHIBIT
(a)(2)
LETTER
OF TRANSMITTAL
TO
PURCHASE WARRANTS
GENERAL
FINANCE CORPORATION
PURSUANT
TO THE OFFER
May
2, 2008
THE
OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5 P.M., U.S.
EASTERN
DAYLIGHT TIME ON MAY 30, 2008 UNLESS THE OFFER IS
EXTENDED
The
Depositary for the Offer is:
Continental
Stock Transfer & Trust Company
BY
MAIL, HAND OR OVERNIGHT DELIVERY:
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY
17
BATTERY PLACE, 8TH FLOOR
NEW
YORK,
NY 10004
CONFIRM
BY TELEPHONE:
(212)
509-4000
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39 -
NAME(S) AND
ADDRESS(ES) OF REGISTERED HOLDER(S)
DESCRIPTION
OF WARRANTS EXERCISED
(Please
Fill in Exercised Certificates Exactly as Name(s) Appear(s) on
Certificate(s))
(Attach
Signed Additional List if Necessary)
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Certificate
numbers*
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Number
of warrants represented by certificate
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Tender
method
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TOTAL
WARRANTS EXERCISED**:
* Need
not
be completed if warrants are being tendered through DTC.
** Based
on
calculations from Box 1 on page 6.
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40 -
PLEASE
READ THE ENTIRE LETTER OF TRANSMITTAL,
INCLUDING
THE ACCOMPANYING INSTRUCTIONS, CAREFULLY
Ladies
and Gentlemen:
The
undersigned hereby exercises the above described Warrants of General Finance
Corporation, a Delaware corporation (the “Company”), pursuant to the Company’s
Offer Letter, dated May 2, 2008 and this Letter of Transmittal (which together
constitute the “Offer”).
The
Board
of Directors of the Company has extended the Offer to the holders of Warrants,
which were issued by the Company in its initial public offering, as
follows:
| · |
To
temporarily reduce the exercise price of the Warrants from $6.00
to $5.10
per share; and
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| · |
The
reduction in the exercise price will commence on the date the materials
relating to the Offer are first sent to the holders, which is May
2, 2008,
through May 30, 2008 at 5:00 p.m. Eastern Daylight Time, when the
Offer
shall be terminated and the per share exercise price of the Warrants
shall
revert to the current exercise price of
$6.00.
|
WARRANTS
WHICH ARE NOT TENDERED WILL RETAIN THEIR CURRENT TERMS, INCLUDING THE CURRENT
$6.00 EXERCISE PRICE AND EXPIRATION DATE OF
APRIL 5, 2010
.
IT
IS THE COMPANY’S CURRENT INTENT NOT TO CONDUCT ANOTHER OFFER TO PROMOTE THE
EARLY EXERCISE OF THE WARRANTS, BUT THE COMPANY RESERVES THE RIGHT TO DO SO
IN
THE FUTURE, AS WELL AS TO REDEEM THE WARRANTS IF AND WHEN IT IS PERMITTED TO
DO
SO PURSUANT TO THE WARRANT TERMS. PURSUANT TO THEIR ORIGINAL TERMS, THE WARRANTS
MAY BE REDEEMED IN WHOLE OR IN PART AT A PRICE OF $0.01 PER WARRANT IF
THE SALES PRICE OF THE COMPANY’S COMMON STOCK EQUALS OR EXCEEDS $11.50 PER SHARE
FOR ANY 20 TRADING DAYS WITHIN A 30 TRADING DAY PERIOD ENDING 3 BUSINESS DAYS
BEFORE A NOTICE OF REDEMPTION IS SENT.
Subject
to and effective upon acceptance for exercise of the Warrants exercised hereby
in accordance with the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
such extension or amendment), the undersigned hereby agrees to subscribe for
one
share of the Common Stock, as described above, upon the tender of one Warrant
at
the reduced exercise price of $5.10 per one share of Common Stock, all as
indicated on the first page of this Letter of Transmittal.
Upon
the
terms and subject to the conditions of the Offer, the Company will accept for
exercise Warrants validly tendered. In all cases, Warrants will only be
accepted for exercise pursuant to the Offer after timely receipt of the
depositary of certificates for Warrants either physically or through the
book-entry delivery, a properly completed and duly executed Letter of
Transmittal or manually signed photocopy thereof, and a certified bank check
or
wire transfer of immediately available funds in accordance with the amount
of
the purchase price of the Common Stock.
The
undersigned acknowledges that they have been advised to consult with their
own
advisors as to the consequences of participating or not participating in the
Offer.
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41 -
The
undersigned hereby represents and warrants to the Company that:
(a)
the undersigned has full power and authority to tender, subscribe for and
purchase all of the Common Stock of the Company which may be received upon
exercise of the Warrants;
(b)
he, she or it has good, marketable and unencumbered title to the Warrants,
free
and clear of all security interests, liens, restrictions, charges, encumbrances,
conditional sales agreements or other obligations relating to their exercise,
sale or transfer, and not subject to any adverse claim;
(c)
on request, the undersigned will execute and deliver any additional documents
the Company deems necessary to complete the exercise of the Warrants tendered
hereby;
(d)
the undersigned understands that tenders of Warrants pursuant to the Offer
and
in the instructions hereto will constitute the undersigned’s acceptance of the
terms and conditions of the Offer; and
(e)
the undersigned agrees to all of the terms of the Offer.
All
authorities conferred or agreed to be conferred in this Letter of Transmittal
shall survive the death or incapacity of the undersigned, and any obligation
of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, executors, administrators, successors, assigns, trustees
in
bankruptcy, and legal representatives of the undersigned. Except as stated
in
the Offer, this tender is irrevocable.
Delivery
of this Letter of Transmittal and all other documents to an address, or
transmission of instructions to a facsimile number, other than as set forth
above, does not constitute a valid delivery. Please read carefully the entire
Letter of Transmittal, including the accompanying instructions, before checking
any box below. This Letter of Transmittal is to be used only if
(i) certificates are to be forwarded herewith (or such certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to
the
depositary) or (ii) delivery of Warrants is to be made by book-entry
transfer to the depositary’s account at The Depositary Trust Company (“DTC”)
pursuant to the procedures set forth in the Offer.
If
you
desire to tender Warrants pursuant to the Offer and you cannot deliver your
Warrant certificate(s) (or you are unable to comply with the procedures for
book-entry transfer on a timely basis) and all other documents required by
this
Letter of Transmittal are delivered to the depositary prior to the Expiration
Date, you may tender your Warrants according to the guaranteed delivery
procedures set forth in Section 2 of the Offer Letter titled “Procedure for
Exercising and Tendering Warrants.”
Delivery
of documents to DTC does not constitute delivery to the
depositary.
“Expiration
Date” means 5:00 P.M., Eastern Daylight Time, on May 30, 2008, unless
and until the Company, in its sole discretion, extends the Offer, in which
case
the “Expiration Date” means the latest time and date at which the Offer, as
extended, expires.
The
name(s) and address(es) of the registered holder(s) should be printed
below, exactly as they appear on the certificates representing the Warrants
tendered hereby. The certificate numbers, the number of Warrants represented
by
such certificates, and the number of Warrants that the undersigned wishes
to
tender and pursuant to which method, should be set forth in the appropriate
boxes above.
THE
UNDERSIGNED UNDERSTANDS THAT ACCEPTANCE OF A WARRANT BY THE COMPANY FOR EXERCISE
WILL CONSTITUTE A BINDING AGREEMENT BETWEEN THE UNDERSIGNED AND THE COMPANY
UPON
THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER. NOTE: SIGNATURES
MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS
CAREFULLY.
This
Letter of Transmittal is to be completed by a holder of Warrants either if
(i) Warrant Certificates are to be forwarded with this Letter of
Transmittal or (ii) if the Warrants the holder is electing to exercise are
to be delivered by book-entry transfer pursuant to the procedures set forth
in
the Offer Letter under Section 2, “Procedure for Exercising and Tendering
Warrants — Book-Entry Delivery.”
Delivery of documents to DTC or to the Company does not constitute delivery
to
the Warrant Agent
.
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42 -
The
undersigned hereby: (i) elects to exercise the Warrants described
under “Election(s) to Exercise” below (Box 1); and (ii) agrees to
purchase the Common Stock issuable thereunder and is submitting, if applicable,
the applicable exercise price (by certified check or wire amount), in each
case,
pursuant to the terms and subject to the conditions described in the Offer
Letter and this Letter of Transmittal. The undersigned is the registered
owner
of all such Warrants and represents that it has received from each beneficial
owner thereof (collectively, the “Beneficial Owners”) a duly completed and
executed form of “Instructions to Registered Holder,” a form of which is
attached to the “Letter to Clients” accompanying this Letter of Transmittal,
instructing the undersigned to take the action described in this Letter of
Transmittal. Subject to, and effective upon, the Company’s acceptance of the
undersigned’s election to exercise the Warrants described in Box 1 below and the
Company’s receipt of available funds equal to the amount of the applicable
exercise price, the undersigned hereby assigns and transfers to, or upon
the
order of, the Company, all right, title and interest in, to, and under the
Warrants being exercised hereby, waives any and all other rights with respect
to
such Warrants and releases and discharges the Company from any and all claims
the undersigned may have now, or may have in the future, arising out of,
or
related to, such Warrants.
The
undersigned hereby irrevocably constitutes and appoints the Warrant Agent
as the
true and lawful agent and attorney-in-fact of the undersigned with respect
to
the Warrants the undersigned is electing to exercise, with full power of
substitution (the power of attorney being deemed to be an irrevocable power
coupled with an interest), to: (i) deliver the Warrants the undersigned is
electing to exercise (together with any applicable exercise price being tendered
herewith) to the Company; and (ii) receive all benefits and otherwise
exercise all rights of beneficial ownership of the exercised Warrants all
in
accordance with the terms and subject to the conditions of the Offer described
in the Offer Letter.
Unless
otherwise indicated under “Special Issuance Instructions” below (Box 2), please
issue the Common Stock for the exercised Warrants in the name(s) of the
undersigned. Similarly, unless otherwise indicated under “Special Delivery
Instructions” below (Box 3), please send or cause to be sent the certificates
for the Common Stock (and accompanying documents, as appropriate) to the
undersigned at the address shown above under “Description of Warrants” (on the
cover page of this Letter of Transmittal) or provide the name of the
account with the Warrant Agent or at DTC to which the Common Stock should
be
issued.
The
undersigned understands that elections to exercise Warrants pursuant to the
procedures described under Section 1, “General Terms” in the Offer Letter
and in the instructions to this Letter of Transmittal will constitute a binding
agreement between the undersigned and the Company upon the terms of the Offer
set forth in the Offer Letter under Section 1, “General Terms,” and subject
to the conditions of the Offer set forth in the Offer Letter under
Section 2.B., “Conditions of the Offer,” subject only to withdrawal of
elections to exercise on the terms set forth in the Offer Letter under
Section 3, “Withdrawal Rights.” All authority conferred in this Letter of
Transmittal or agreed to be conferred will survive the death, bankruptcy
or
incapacity of the undersigned and any Beneficial Owner(s), and every obligation
of the undersigned of any Beneficial Owners under this Letter of Transmittal
will be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned and such Beneficial Owner(s).
The
undersigned hereby represents and warrants that it has full power and authority
to exercise, assign and transfer the Warrants the undersigned has elected
to
exercise pursuant to this Letter of Transmittal. The undersigned and each
Beneficial Owner will, upon request, execute and deliver any additional
documents reasonably requested by the Company or the Company’s Warrant Agent as
necessary or desirable to complete and give effect to the transactions
contemplated hereby.
NOTE:
SIGNATURES MUST BE PROVIDED BELOW
PLEASE
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
COMPLETING
THE BOXES.
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o
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CHECK
HERE IF THE WARRANTS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER AND
COMPLETE BOX 4 BELOW.
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Name
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Address
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43 -
Box
1
ELECTION(S) TO
EXERCISE
Election
To Exercise By Payment of Exercise Price
Complete
the table below
ONLY
if you
are electing to exercise some of your Warrants at the exercise price of
$5.10. To determine the maximum number of warrants that you can exercise
at the exercise price of $5.10, use the number from column A above and divide
by
10, rounding down to the nearest whole number.
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A
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B
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C
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D
|
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Number
of
Warrants
Being
Exercised
|
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Exercise
Price
|
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Total
Exercise Price
(Multiply
Column A by Column B)
|
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Total
Shares of Common
Stock
Issued
(same
as column A)
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$
|
5.10
per share
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Box
2
SPECIAL
ISSUANCE INSTRUCTIONS
To
be
completed ONLY if certificates for Common Stock purchased hereby are to be
issued in the name of someone other than the undersigned.
Issue
Common Stock certificates:
Name(s):
(please
print)
Address(es):
Box
3
SPECIAL
DELIVERY INSTRUCTIONS
To
be
completed ONLY if certificates for Common Stock of the Company purchased are
to
be mailed to someone other than the undersigned, or to the undersigned at an
address other than that shown below.
Mail
Certificates to:
Name(s):
(please print)
Address(es):
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44 -
Box
4
USE
OF BOOK-ENTRY TRANSFER
To
be
completed
ONLY
if
delivery of Warrants is to be made by book-entry transfer.
Name
of
Exercising
Institution:
Account
Number:
Transaction
Code
Number:
Box
5
EXERCISING
HOLDER SIGNATURE
x
x
(Signature
of Registered Holder(s) or Authorized Signatory)
Note:
The above lines must be signed by the registered holder(s) of Warrants as
their name(s) appear(s) on the Warrants or by
person(s) authorized to become registered holder(s) (evidence of which
authorization must be transmitted with this Letter of Transmittal). If signature
is by a trustee, executor, administrator, guardian, attorney-in-fact, officer,
or other person acting in a fiduciary or representative capacity, that person
must set forth his, her or its full title below. See Instruction 5.
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45 -
Name(s):
Capacity:
Street
Address:
Telephone
Number:
Tax
Identification or Social Security Number:
Signature
Guarantee:
(If
Required by Instruction 4)
Authorized
Signature:
Name:
(Please
Print or Type)
Title:
Name
of
Firm:
(Must
be an Eligible Institution as defined in Instruction 1)
Address:
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46 -
Area
Code
and Telephone Number:
Dated:
PLEASE
SIGN HERE
(To
be completed by all Warrant Holders)
(Signature
of Owners)
Dated:
,
200
Name(s)
(please print)
Address(es)
Capacity
(full title):
Telephone
number:
(Must
be
signed by the registered holder(s) exactly as
name(s) appear(s) on certificate(s) or on a security position or
by person(s) authorized to become registered holder(s) by
certificate(s) and documents transmitted with this Letter of Transmittal.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or another person acting in a
fiduciary or representative capacity, please set forth full title. See
Instruction 5.)
GUARANTEE
OF SIGNATURE(S)
Name
of
Firm:
Authorized
Signature:
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47 -
Name:
(please print)
Title:
Address:
Area
Code
and Telephone Number:
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Dated:
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,
200
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48 -
INSTRUCTIONS
FORMING
PART OF THE TERMS AND CONDITIONS OF THE OFFER
1.
GUARANTEE OF SIGNATURE.
No
signature guarantee is required if either:
(a)
this Letter of Transmittal is signed by the registered holder of the Warrants
exactly as the name of the registered holder appears on the certificate tendered
with this Letter of Transmittal and such owner has not completed the box
entitled “Special Delivery Instructions” or “Special Issuance Instructions”;
or
(b)
such Warrants are tendered for the account of a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company (not a savings bank or
savings and loan association) having an office, branch or agency in the United
States which is a participant in an approval Signature Guarantee Medallion
Program (each such entity, an “Eligible Institution”); or
(c)
the Holders of such Warrants reside outside of the U.S. and are not otherwise
tendering the Warrants in the U.S.
In
all
other cases, an Eligible Institution must guarantee all signatures on this
Letter of Transmittal. See Instruction 5.
2. DELIVERY
OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.
This
Letter of Transmittal is to be used only if:
| · |
certificates
for Warrants are delivered with it to the Depositary;
or
|
| · |
the
certificates will be delivered pursuant to a Notice of Guaranteed
Delivery
previously sent to the Depositary;
or
|
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49 -
| · |
an
exercise of Warrants pursuant to the procedure for tender and exercise
by
book-entry transfer set forth in Section 2 of the Offer
Letter.
|
Unless
Warrants are being tendered and exercised by book-entry transfer, as described
below, the following documents should be mailed or delivered to the Depositary
at the appropriate address set forth on the front page of this document and
must be received by the Depositary prior to the expiration of the Offer:
(a) a properly completed and duly executed Letter of Transmittal or duly
executed and manually signed facsimile copy of it, in accordance with the
instructions of the Letter of Transmittal (including any required signature
guarantees); (b) certificates for the Warrants being exercised; and
(c) any other documents required by the Letter of Transmittal. If
certificates are forwarded to the Depositary in multiple deliveries, a properly
completed and duly executed Letter of Transmittal must accompany each such
delivery.
Warrants
may be validly tendered pursuant to the procedures for book-entry transfer
as
described in the Offer. In order for shares to be validly tendered by book-entry
transfer, the Depositary must receive, prior to the expiration date of the
Offer, (a) confirmation of such delivery and (b) either a properly
completed and executed Letter of Transmittal (or manually signed facsimile
thereof) or an Agent’s Message if the tendering warrant holder has not delivered
a Letter of Transmittal, and (c) all documents required by the Letter of
Transmittal. The term “Agent’s Message” means a message, transmitted by DTC to,
and received by, the Depositary and forming a part of a Book-Entry Confirmation,
which states that DTC has received an express acknowledgment from the
participant in DTC exercising the Warrants that such participant has received
and agrees to be bound by the terms of the Letter of Transmittal and that
the
Company may enforce such agreement against the participant. If the warrant
holder is tendering by book-entry transfer, he, she or it must expressly
acknowledge that he, she or it has received and agrees to be bound by the
Letter
of Transmittal and that the Letter of Transmittal may be enforced against
him,
her or it.
If
Warrant certificates are not immediately available, the holder cannot deliver
his, her or its Warrants and all other required documents to the Depositary
or
he, she or it cannot complete the procedure for delivery by book-entry transfer
prior to the expiration date, then the warrant holder may tender his, her
or its
Warrants pursuant to the guaranteed delivery procedure set forth in the Offer
Letter. Pursuant to such procedure:
(i)
such tender must be made by or through an Eligible Institution;
(ii)
a properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form provided by the Company (with any required signature
guarantees) must be received by the Depositary prior to the expiration of
the
Offer; and
(iii)
the certificates for all physically delivered Warrants in proper form for
transfer by delivery, or a confirmation of a book-entry transfer into the
Depositary’s account at DTC of all Warrants delivered electronically, in each
case together with a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) with any required signature guarantees
(or, in the case of a book-entry transfer, an Agent’s Message), and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three American Stock Exchange trading days after the date
the
Depositary receives such Notice of Guaranteed Delivery, all as provided in
the
Offer Letter.
The
method of delivery of all documents, including Warrant certificates, the
Letter
of Transmittal and any other required documents, is at the election and risk
of
the tendering holder, and the delivery will be deemed made only when actually
received by the Depositary. If delivery is by mail, registered mail with
return
receipt requested, properly insured, is recommended. In all cases, sufficient
time should be allowed to ensure timely delivery.
Except
as
specifically permitted by the Offer Letter, no alternative or contingent
exercises will be accepted.
-
50 -
3.
INADEQUATE SPACE.
If
the space provided in the box captioned “Description of Warrants Exercised” is
inadequate, the certificate numbers and/or the number of Warrants should
be
listed on a separate signed schedule and attached to this Letter of
Transmittal.
4.
WARRANTS EXERCISED.
Warrant holders who choose to participate in the Offer may exercise some
or all
of such holder’s Warrants pursuant to the terms of the Offer.
5.
SIGNATURES ON LETTER OF TRANSMITTAL.
(a)
If this Letter of Transmittal is signed by the registered holder(s) of the
Warrants tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without any
change whatsoever.
(b)
If the Warrants are held of record by two or more persons or holders, all
such
persons or holders must sign this Letter of Transmittal.
(c)
If any tendered Warrants are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or photocopies of it) as there are different
registrations of certificates.
(d)
When this Letter of Transmittal is signed by the registered holder(s) of
the Warrants listed and transmitted hereby, no endorsement(s) of
certificate(s) representing such Warrants or separate ordinary share
power(s) are required. EXCEPT AS OTHERWISE PROVIDED IN INSTRUCTION 1,
SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION. If this Letter of Transmittal is signed by a person other than
the
registered holder(s) of the certificate(s) listed, the certificate(s) must
be
endorsed or accompanied by appropriate ordinary share power(s), in either
case
signed exactly as the name(s) of the registered holder(s) appears on the
certificate(s), and the signature(s) on such certificate(s) or ordinary
share power(s) must be guaranteed by an Eligible Institution. See Instruction
1.
(e)
If this Letter of Transmittal or any certificate(s) or ordinary share
power(s) are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or
representative capacity, such persons should so indicate when signing and
must
submit proper evidence satisfactory to the Company of the authority so to
act.
If the certificate has been issued in the fiduciary or representative capacity,
no additional documentation will be required.
6. SPECIAL
DELIVERY AND SPECIAL ISSUANCE INSTRUCTIONS.
If
certificates for Common Stock purchased upon exercise of the Warrants are
to be
issued in the name of a person other than the signer of the Letter of
Transmittal or if such certificates are to be sent to someone other than
the
person signing the Letter of Transmittal or to the signer at a different
address, the boxes captioned “Special Issuance Instructions” and/or “Special
Delivery Instructions” on this Letter of Transmittal must be completed as
applicable and signatures must be guaranteed as described in Instruction
5.
7. IRREGULARITIES.
All questions as to the number of Warrants to be accepted, the validity,
form,
eligibility (including time of receipt) and acceptance for exercise of any
tender of Warrants will be determined by the Company in its sole discretion,
which determinations shall be final and binding on all parties, subject to
the
judgments of any courts. The Company reserves the absolute right to reject
any
or all tenders of Warrants it determines not to be in proper form or to reject
those Warrants, the acceptance of which or payment for which may, in the
opinion
of the Company’s counsel, be unlawful, subject to the judgments of any court.
The Company also reserves the absolute right to waive any of the conditions
of
the Offer and any defect or irregularity in the tender of any particular
Warrants, and the Company’s interpretation of the terms of the Offer (including
these instructions) will be final and binding on all parties, subject to
the
judgments of any court. No tender of Warrants will be deemed to be properly
made
until all defects and irregularities have been cured or waived. Unless waived,
any defects or irregularities in connection with tenders must be cured within
such time as the Company shall determine. Neither the Company nor any other
person is or will be obligated to give notice of any defects or irregularities
in tenders and none of them will incur any liability for failure to give
any
such notice.
-
51 -
8. QUESTIONS
AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Please direct questions or requests for assistance, or for additional copies
of
the Offer Letter, Letter of Transmittal or other materials,
in writing to:
MacKenzie
Partners, Inc.
105
Madison Avenue,
New
York,
NY 10016
Phone
800-322-2885
FAX
212
929-0308
IMPORTANT:
THIS LETTER OF TRANSMITTAL (OR A PHOTOCOPY THEREOF) TOGETHER WITH WARRANT
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY
ON
OR PRIOR TO 5:00 P.M., U.S. EASTERN DAYLIGHT TIME ON THE EXPIRATION
DATE.
-
52 -
EXHIBIT (a)(3)
NOTICE
OF GUARANTEED DELIVERY
OF
WARRANTS OF
GENERAL
FINANCE CORPORATION
PURSUANT
TO THE OFFER DATED MAY 2, 2008
This
Notice of Guaranteed Delivery, or one substantially in the form hereof, must
be
used to accept the Offer (as defined below) if:
| · |
Warrants
are not immediately available or Warrant holders cannot deliver Warrants
to Continental Stock Transfer & Trust Company (the “Depositary”)
prior to the Expiration Date, or
|
| · |
Time
will not permit all required documents, including a properly completed
and
duly executed Letter of Transmittal (or a manually signed facsimile
of the
Letter of Transmittal) and any other required documents, to reach
the
Depositary prior to the Expiration
Date.
|
The
Offer
Letter and the related Letter of Transmittal, as amended or supplemented from
time to time, together constitute the “Offer.”
| TO: |
CONTINENTAL
STOCK TRANSFER & TRUST
COMPANY
|
BY
MAIL, HAND OR OVERNIGHT DELIVERY:
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY
17
BATTERY PLACE, 8TH
FLOOR
NEW
YORK,
NY 10004
CONFIRM
BY TELEPHONE: (212) 509-4000
This
Notice of Guaranteed Delivery, properly completed and duly executed, may be
delivered by hand, mail, overnight courier or facsimile transmission to the
Depositary, as described in Section 2 of the Offer Letter.
-
53 -
For
this
notice to be validly delivered, it must be received by the Depositary at one
of
the above addresses before the Offer expires, and, in the event of an exercise
by cash in conjunction with an exchange, be accompanied by a certified bank
check or wire transfer of immediately available funds in accordance with the
amount of the purchase price of the Common Stock. Delivery of this notice to
another address will not constitute a valid delivery. Delivery to the Company,
the Information Agent or the book-entry transfer facility will not be forwarded
to the Depositary and will not constitute a valid delivery.
This
form
is not to be used to guarantee signatures. If a signature on a Letter of
Transmittal is required to be guaranteed by an Eligible Institution (as defined
in the Letter of Transmittal) under the instructions to the Letter of
Transmittal, such signature guarantee must appear in the applicable space
provided in the signature box on the Letter of Transmittal.
By
signing this Notice of Guaranteed Delivery, you exercise, upon the terms and
subject to the conditions described in the Offer Letter and the related Letter
of Transmittal, receipt of which you hereby acknowledge, the number of Warrants,
and method, specified below pursuant to the guaranteed delivery procedure
described in Section 2 of the Offer Letter.
|
|
WARRANTS
EXERCISED PURSUANT TO REDUCED CASH EXERCISE PRICE OF
$5.10
|
SIGNATURES
Signatures:
Name(s) of
Warrant Holders(s):
(please
type or print)
Certificate
Nos.:
Address:
(Include
Zip Code)
Daytime
Area Code and Telephone Number:
-
54 -
Date:
If
Warrants will be delivered by book-entry transfer, provide the Account
Number.
Account
Number:
GUARANTEE
OF DELIVERY
(Not
to be Used for Signature Guarantee)
The
undersigned, a bank, broker dealer, credit union, savings association or other
entity that is a member in good standing of the Securities Transfer Agents
Medallion Program or a bank, broker, dealer, credit union, savings association
or other entity which is an “eligible guarantor institution,” as that term is
defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of
1934, as amended (each of the foregoing constituting an “Eligible Institution”),
guarantees delivery to the Depositary of the Warrants tendered, in proper form
for transfer, or a confirmation that the Warrants tendered have been delivered
pursuant to the procedure for book-entry transfer described in the Offer into
the Depositary’s account at the book-entry transfer facility, in each case
together with a properly completed and duly executed Letter(s) of
Transmittal (or a facsimile(s) thereof), or an Agent’s Message in the case
of a book-entry transfer, and any other required documents, all within three
American Stock Exchange trading days after the date of receipt by the Depositary
of this Notice of Guaranteed Delivery.
The
Eligible Institution that completes this form must communicate the guarantee
to
the Depositary and must deliver the Letter of Transmittal and certificates
for
Warrants to the Depositary, or confirmation of receipt of the Warrants pursuant
to the procedure for book-entry transfer and an Agent’s Message, within the time
set forth above. Failure to do so could result in a financial loss to such
Eligible Institution.
Name
of
Firm:
Authorized
Signature:
Name:
(please
print)
Title:
Address:
-
55 -
Area
Code
and Telephone Number:
|
Dated:
|
|
, 200
|
|
NOTE:
DO NOT SEND WARRANTS WITH THIS FORM. WARRANTS SHOULD BE SENT WITH THE LETTER
OF
TRANSMITTAL.
-
56 -
EXHIBIT
(a)(4)
Offer
to Holders
of
9,208,333
Warrants
to
Allow Warrants to be Tendered for Exercise as follows:
For
each Warrants tendered with the reduced exercise price of $5.10, a holder will
receive one share of Common Stock
THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN DAYLIGHT
TIME, ON MAY 30, 2008, UNLESS THE OFFER IS EXTENDED.
May
2,
2008
To
Brokers, Dealers, Commercial Banks,
Trust
Companies and Other Nominees:
Enclosed
for your consideration are the Offer Letter, dated May 2, 2008 (the
“Offer
Letter”),
and
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the “
Offer”),
in
connection with the Offer by General Finance Corporation, a Delaware corporation
(the “
Company”),
for a
period ending on May 30, 2008, unless extended (the “
Expiration Date”),
to
the holders of the Company’s publicly-traded warrants (the “
Warrants”)
that
are outstanding, which were issued by the Company in its initial public
offering. Pursuant to the Offer, Warrant holders may tender their
Warrants for shares of common stock, par value $0.0001 per share (the
“
Common Stock”)
and
with the Letter of Transmittal deliver payment of the reduced exercise price
of
$5.10 per share for the Warrants exercised payable only by bank check or wire
transfer of immediately available funds in accordance with the Company’s
instructions.
The
reduction in the exercise price will commence on the date the materials relating
to the Offer are first sent to the holders, which is May 2, 2008, through May
30, 2008 at 5:00 p.m. Eastern Daylight Time, when the Offer shall be terminated
and the per share exercise price of the Warrants shall revert to the current
exercise price of $6.00.
WARRANTS
WHICH ARE NOT TENDERED WILL RETAIN THEIR CURRENT TERMS, INCLUDING THE CURRENT
$6.00 EXERCISE PRICE AND EXPIRATION DATE OF
APRIL 5, 2010
. Investing in the Company’s securities involves a high degree of risk. See
“Risk Factors” in Section 12 of the enclosed Offer Letter for a discussion
of information that you should consider before tendering Warrants in this
Offer.
IT
IS THE COMPANY’S CURRENT INTENT NOT TO CONDUCT ANOTHER OFFER TO PROMOTE THE
EARLY EXERCISE OF THE WARRANTS, BUT THE COMPANY RESERVES THE RIGHT TO DO SO
IN
THE FUTURE, AS WELL AS TO REDEEM THE WARRANTS IF AND WHEN IT IS PERMITTED TO
DO
SO PURSUANT TO THE WARRANT TERMS. PURSUANT TO THEIR ORIGINAL TERMS, THE WARRANTS
MAY BE REDEEMED IN WHOLE OR IN PART AT A PRICE OF $0.01 PER WARRANT IF
THE SALES PRICE OF THE COMPANY’S COMMON STOCK EQUALS OR EXCEEDS $11.50 PER SHARE
FOR ANY 20 TRADING DAYS WITHIN A 30 TRADING DAY PERIOD ENDING 3 BUSINESS DAYS
BEFORE A NOTICE OF REDEMPTION IS SENT.
NO
FRACTIONAL SHARES WILL BE ISSUED IN THE OFFER.
-
57 -
Enclosed
with this letter are copies of the following documents:
| 1. |
Offer
Letter, dated May 2, 2008;
|
| 2. |
Letter
of Transmittal, for your use in accepting the Offer and exercising
Warrants of and for the information of your
clients;
|
| 3. |
Notice
of Guaranteed Delivery with respect to Warrants, to be used to accept
the
Offer in the event you are unable to deliver the Warrant certificates,
together with all other required documents, to the Depositary before
the
Expiration Date (as defined in the Offer Letter), or if the procedure
for
book-entry transfer cannot be completed before the Expiration Date;
and
|
| 4. |
Form of
letter that may be sent to your clients for whose accounts you hold
Warrants registered in your name or in the name of your nominee,
along
with an Instruction Form provided for obtaining such client’s
instructions with regard to the
Offer.
|
Upon
the
terms and subject to the conditions of the Offer, the Company will accept for
exercise Warrants validly tendered. In all cases, Warrants will only be
accepted for exercise pursuant to the Offer after timely receipt of the
depositary of certificates for Warrants either physically or through the
book-entry delivery, a properly completed and duly executed Letter of
Transmittal or manually signed photocopy thereof, and a certified bank check
or
wire transfer of immediately available funds in accordance with the amount
of
the purchase price of the Common Stock.
Certain
conditions to the Offer are described in Sections 1 through 4 of the Offer
Letter.
The
Company urges you to contact your clients promptly. Please note that the Offer
and withdrawal rights will expire at 5 p.m., Eastern Daylight Time, on
May 30, 2008, unless the Offer is extended.
Under
no circumstances will interest be paid on the exercise price of the Warrants
regardless of any extension of, or amendment to, the Offer or any delay in
exercising such Warrants after the Expiration Date.
Other
than described herein, the Company will not pay any fees or commissions to
any
broker or dealer or other person (other than the Depositary, as described in
the
Offer Letter) in connection with the solicitation of tenders of Warrants
pursuant to the Offer. However, the Company will, on request, reimburse you
for
customary mailing and handling expenses incurred by you in forwarding copies
of
the enclosed Offer materials to your clients.
If
you
have any question or need assistance, you should contact MacKenzie Partners,
Inc., the Information Agent for the Offer. You may request additional
copies of this document, the Letter of Transmittal or the Notice of Guaranteed
Delivery from the Information Agent. MacKenzie may be reached
at:
MacKenzie
Partners, Inc.
105
Madison Avenue,
New
York,
New York 10016
Phone
(800) 322-2885
Facsimile
(212) 929-0308
Very
truly yours,
General
Finance Corporation
Nothing
contained in this letter or in the enclosed documents shall render you or any
other person the agent of the Company, the Depositary, or any affiliate of
any
of them or authorize you or any other person affiliated with you to give any
information or use any document or make any statement on behalf of any of them
with respect to the Offer other than the enclosed documents and the statements
contained therein.
-
58 -
EXHIBIT
(a)(5)
Offer
to Holders
of
9,208,333
Warrants
to
Allow Warrants to be Tendered for Exercise as follows:
For
each Warrants tendered with the reduced exercise price of $5.10, a holder will
receive one share of Common Stock
THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN DAYLIGHT
TIME, ON MAY 30, 2008, UNLESS THE OFFER IS EXTENDED.
May
2,
2008
To
Our
Clients:
Enclosed
for your consideration are the Offer Letter, dated May 2, 2008 (the
“Offer
Letter”),
and
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the “
Offer”),
in
connection with the Offer by General Finance Corporation, a Delaware corporation
(the “Company”),
for a
period ending on May 30, 2008, unless extended (the “
Expiration Date”),
to
the holders of the Company’s publicly-traded warrants (the “Warrants”)
that
are outstanding, which were issued by the Company in its initial public
offering. Pursuant to the Offer, Warrant holders may tender their
Warrants for shares of common stock, par value $0.0001 per share (the
“Common
Stock”)
and
with the Letter of Transmittal deliver payment of the reduced exercise price
of
$5.10 per share for the Warrants exercised payable only by bank check or wire
transfer of immediately available funds in accordance with the Company’s
instructions.
The
reduction in the exercise price will commence on the date the materials relating
to the Offer are first sent to the holders, which is May 2, 2008, through May
30, 2008 at 5:00 p.m. Eastern Daylight Time, when the Offer shall be terminated
and the per share exercise price of the Warrants shall revert to the current
exercise price of $6.00.
WARRANTS
WHICH ARE NOT TENDERED WILL RETAIN THEIR CURRENT TERMS, INCLUDING THE CURRENT
$6.00 EXERCISE PRICE AND EXPIRATION DATE OF
APRIL 5, 2010
. Investing in the Company’s securities involves a high degree of risk. See
“Risk Factors” in Section 12 of the enclosed Offer Letter for a discussion
of information that you should consider before tendering Warrants in this
Offer.
-
59 -
IT
IS THE COMPANY’S CURRENT INTENT NOT TO CONDUCT ANOTHER OFFER TO PROMOTE THE
EARLY EXERCISE OF THE WARRANTS, BUT THE COMPANY RESERVES THE RIGHT TO DO SO
IN
THE FUTURE, AS WELL AS TO REDEEM THE WARRANTS IF AND WHEN IT IS PERMITTED TO
DO
SO PURSUANT TO THE WARRANT TERMS. PURSUANT TO THEIR ORIGINAL TERMS, THE WARRANTS
MAY BE REDEEMED IN WHOLE OR IN PART AT A PRICE OF $0.01 PER WARRANT IF
THE SALES PRICE OF THE COMPANY’S COMMON STOCK EQUALS OR EXCEEDS $11.50 PER SHARE
FOR ANY 20 TRADING DAYS WITHIN A 30 TRADING DAY PERIOD ENDING 3 BUSINESS DAYS
BEFORE A NOTICE OF REDEMPTION IS SENT.
You
may exercise some or all of your Warrants, and you may exercise your Warrants
pursuant to the methods identified above.
If
you want to exercise Warrants in this Offer, please specify the method of
exercising your Warrants you are using. If you are using more than one method
of
exercising your Warrants, please specify the number of Warrants for each
method.
Please follow the instructions in this document and the related documents,
including the accompanying Letter of Transmittal
, to
submit your Warrants. In addition, in the event Warrants you wish to exercise
pursuant to the Offer are included as part of a unit held by you (comprised
of
one share of Common Stock and one Warrants, a“Unit”
), you
must instruct us in the accompanying letter from you to separate the Warrants
prior to exercise.
If
you
tender Warrants, you may withdraw your tendered Warrants before the Expiration
Date and retain them on their original terms, by following the instructions
herein, subject to the following. If you tendered Warrants at the reduced
price, then before the Expiration Date you may withdraw some or all of the
Warrants tendered for exercise.
Upon
the
terms and subject to the conditions of the Offer, the Company will accept for
exercise Warrants validly tendered. In all cases, Warrants will only be
accepted for exercise pursuant to the Offer after timely receipt of the
depositary of certificates for Warrants either physically or through the
book-entry delivery, a properly completed and duly executed Letter of
Transmittal or manually signed photocopy thereof, and, (i) in the event of
an exercise by exchange, the surrender of Warrants being tendered and
(ii) in the event of an exercise by cash in conjunction with an exchange, a
certified bank check or wire transfer of immediately available funds in
accordance with the amount of the purchase price of the Common
Stock.
We
are
the owner of record of shares held for your account. As such, we are the only
ones who can exercise and tender your Warrants, and then only pursuant to your
instructions.
We are sending you the Letter of Transmittal for your information only; you
cannot use it to exercise and tender Warrants we hold for your
account.
Please
instruct us as to whether you wish us to exercise any or all of the Warrants
we
hold for your account on the terms and subject to the conditions of the
Offer.
Please
note the following:
| 1. |
The
Offer is subject to certain conditions set forth in Sections 1 through
4
of the Offer Letter.
|
| 2. |
The
Offer and withdrawal rights will expire at 5 p.m., Eastern Daylight
Time, on May 30, 2008, unless the Company extends the
Offer.
|
| 3. |
The
Offer is for 9,208,333 Warrants, constituting 100% of the total number
of
the Company’s publicly-traded outstanding Warrants as of May 2, 2008 and
583,333 warrants issued by the Company in a private
placement.
|
| 4. |
Tendering
Warrant holders who are registered Warrant holders or who tender
their
shares directly to Continental Stock Transfer & Trust Company,
the Depositary for the Offer, will not be obligated to pay any brokerage
commissions.
|
| 5. |
If
your Warrants are held as part of the Company’s outstanding Units, you
must first instruct us to separate the Units before the Warrants
can be
exercised.
|
If
you
wish to have us exercise any or all of your Warrants, please so instruct us
by
completing, executing, detaching and returning to us the attached Instruction
Form. If you authorize us to exercise your Warrants, we will exercise and tender
all your Warrants unless you specify otherwise on the attached Instruction
Form.
-
60 -
Your
prompt action is requested. Your Instruction Form should be forwarded to us
in ample time to permit us to submit a tender on your behalf before the
Expiration Date of the Offer. Please note that the Offer and withdrawal rights
will expire at 5:00 p.m., Eastern Daylight Time, on May 30, 2008,
unless the Offer is extended.
The
Offer
is being made solely under the Offer Letter and the Letter of Transmittal and
is
being made to all record holders of Warrants. The Offer is not being made to,
nor will tenders be accepted from or on behalf of, holders of Warrants residing
in any jurisdiction in which the making of the Offer or acceptance thereof
would
not be in compliance with the securities, blue sky or other laws of such
jurisdiction.
The
Company’s Board of Directors has approved the Offer. However, neither the
Company’s management nor its Board of Directors, officers, or employees, nor the
Depositary makes any recommendation to any warrant holder as to whether to
exercise or refrain from exercising any Warrants. The Company has not authorized
any person to make any recommendation. You should carefully evaluate all
information regarding the Offer and should consult your own investment and
tax
advisors to determine whether you want to exercise your Warrants and, if so,
how
many Warrants to exercise and by which method. In doing so, you should read
carefully the information in the Offer Letter and the Letter of
Transmittal.
-
61 -
EXHIBIT
(a)(11)
FOR
IMMEDIATE RELEASE
GENERAL
FINANCE CORPORATION ANNOUNCES PROGRAM FOR REDUCED EXERCISE PRICE OF WARRANTS
THROUGH MAY 30, 2008
Pasadena,
CA - May 2, 2008 - General Finance Corporation (the “Company”) (AMEX: GFN,
GFN.WS, and GFN.U) today announced that the Company has offered holders of
9,208,333 warrants, including all of the Company’s publicly-traded warrants and
583,333 privately placed warrants, the opportunity to exercise those warrants
on
amended terms, for a limited time. The Company is modifying 9,208,333 warrants
to reduce the exercise price from $6.00 to $5.10 so that a holder may exercise
a
warrant by paying $5.10 to receive one share of common stock.
The
offer
will commence on May 2, 2008, and continue until May 30, 2008 at
5:00 p.m., Eastern Daylight Time, unless the offer is extended or
withdrawn. Warrants must be tendered prior to the expiration of the offer,
and
tenders of existing warrants may be withdrawn at anytime on or prior to the
expiration of the offer. Withdrawn warrants will be returned to the holder
in
accordance with the terms of the offer. Upon termination of the offer, the
original terms of the warrants will be reinstituted, the exercise price will
revert to $6.00 and the warrants will expire on April 5, 2010, unless earlier
redeemed according to their original terms.
Ronald
Valenta, the Chief Executive Officer of the Company stated, "We are pleased
to
offer our warrant holders the opportunity to exercise their warrants at a
reduced exercise price of $5.10 per share and hope that a substantial number
of
warrants will be exercised. We believe that the Company and its stockholders
will benefit from the potential raising of capital for the Company to fund
its
growth, the simplification of our capital structure and the reduction in the
overhang of those warrants on the Company's common stock. We also believe that
an increase in the number of outstanding shares of common stock resulting from
the exercise of warrants will provide greater liquidity for our common
stock."
Each
director and executive officer of the Company who exercises these warrants
pursuant to this offer will undertake the exercise in accordance with the terms
of the offer. Collectively, the directors and officers of the Company own
1,492,333 of the warrants covered by this offer.
The
terms
and conditions of the offer are as set forth in the offer letter and related
documentation and will be distributed to holders of the Company’s warrants on
May 2, 2008. Continental Stock Transfer & Trust is acting as dealer manager
in connection with the warrant offer. A copy of the offering documents may
be
obtained from Bob Marese of MacKenzie Partners, Inc., the Information Agent
for
the offering. MacKenzie’s telephone number for bankers, brokers and
warrant holders is (800)
322-2885.
Please contact MacKenzie Partners, Inc. with any questions regarding the
offering.
Investors
are urged to read the following documents to be filed with the Securities
Exchange Commission (SEC), as they may be amended from time to time, relating
to
the offer as they contain important information: (1) the Schedule TO and
related Offer Letter; (2) the
prospectus dated April 23, 2008 to the Company’s registration statement on Form
S-1 and the prospectus supplement dated May 2, 2008;
and
(3) the Company’s other reports filed with the SEC for information about
the Company generally. These and any other documents relating to the
offer, when they are filed with the SEC, may be obtained at the SEC’s website at
www.sec.gov, or from the Information Agent as noted above. This press
release itself is not intended to constitute an offer or solicitation to buy
or
exchange securities in the Company, nor shall there be any sale or purchase
of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful.
THE
COMPANY'S BOARD OF DIRECTORS HAS APPROVED THE WARRANT EXERCISE PRICE REDUCTION.
HOWEVER, NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES
MAKES ANY RECOMMENDATION AS TO WHETHER TO EXERCISE WARRANTS. EACH HOLDER OF
A
WARRANT MUST MAKE ITS OWN DECISION AS TO WHETHER TO EXERCISE SOME OR ALL OF
ITS
WARRANTS.
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The
information above does not constitute an offer to buy or exchange securities
or
constitute the solicitation of an offer to sell or exchange any securities
in
the Company.
About
General Finance Corporation
The
Company, through its indirect 86.2%-owned subsidiary, Royal Wolf, sells and
leases portable storage containers, portable container buildings and freight
containers to a broad cross section of industrial, commercial, educational
and
government customers throughout Australia.
Cautionary
Statement About Forward-Looking Statements
Statements
in this news release that are not historical facts are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of
1995. Such forward-looking statements include, but are not limited to prospects
of Royal Wolf. 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 the Company’s revised
definitive proxy statement with respect to the Company’s acquisition of Royal
Wolf, its Transition Report on Form 10-K for the six months ended June 30,
2007
and its post-effective amendment on Form S-1. General Finance Corporation
disclaims any obligation to update any information contained in any
forward-looking statement.
Contact:
John
Johnson
Chief
Operating Officer
General
Finance Corporation
(626)
584-9722 ext. 1009
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