Item 2.01. Completion of Acquisition or Disposition of Assets.
Pursuant to the Merger Agreement, on April 26, 2021, Merger Sub commenced a cash
tender offer (the "Offer") to acquire any and all of the outstanding shares of
the Company's common stock, par value $0.0001 per share (the "Shares"), at a
price of $19.00 per Share (the "Offer Price"), net to the holder thereof in
cash, without interest and subject to any required withholding of taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated April 26, 2021 (as amended or supplemented), and the related letter of
transmittal.
The Offer expired at 12:00 midnight, New York time, at the end of the day of
Friday, May 21, 2021 (the "Expiration Time"), as scheduled, and was not
extended. Continental Stock Transfer & Trust Company, LLC, the depositary and
paying agent in the Offer (the "Depositary and Paying Agent"), advised Merger
Sub that, as of the Expiration Time, a total of 27,625,450 Shares (excluding
Shares with respect to which notices of guaranteed delivery were delivered) had
been validly tendered and not withdrawn pursuant to the Offer, representing
approximately 91.4% of the outstanding Shares. The Depositary and Paying Agent
also advised URNA and Merger Sub that, as of the Expiration Time, it received
notices of guaranteed delivery with respect to 156,352 additional Shares,
representing approximately 0.5% of the outstanding Shares.
As a result, on May 24, 2021, Merger Sub accepted for payment (such time of
acceptance for payment, the "Offer Acceptance Time") all such Shares validly
tendered and not withdrawn pursuant to the Offer on or prior to the Expiration
Time, and payment for such Shares will be made promptly to the Depositary and
Paying Agent, which will act as agent for tendering stockholders for the purpose
of receiving payments for tendered Shares and transmitting such payments to
tendering stockholders whose Shares have been accepted for payment, in
accordance with the terms of the Offer.
On May 25, 2021, pursuant to the terms of the Merger Agreement, Merger Sub
merged with and into the Company, with the Company continuing as the surviving
corporation (the "Merger"). Upon completion of the Merger, the Company became a
subsidiary of URNA. The Merger was effected without a vote or meeting of the
Company stockholders pursuant to Section 251(h) of the Delaware General
Corporation Law (the "DGCL"). At the effective time of the Merger (the
"Effective Time"), each Share issued and outstanding immediately prior to the
Effective Time (other than (i) Shares owned by any stockholders who properly
exercised their appraisal rights under Section 262 of the DGCL in connection
with the Merger, and (ii) Shares owned by the Company, URNA or Merger Sub, which
Shares will be cancelled and cease to exist) was automatically cancelled and
converted into the right to receive an amount in cash equal to the Offer Price,
net to the holder thereof in cash, without interest, less any applicable
withholding of taxes.
Pursuant to the terms of the Merger Agreement, at the Effective Time, (1) each
outstanding option to purchase Shares granted under the Company's Amended and
Restated 2014 Stock Incentive Plan and 2009 Stock Incentive Plan, in each case,
as amended from time to time (collectively, the "Stock Plans" and, such option,
a "Company Option") whether vested or unvested, were cancelled and entitled the
holder thereof to receive (without interest), an amount in cash equal to the
product of (x) the number of Shares subject to such Company Option immediately
prior to the Effective Time multiplied by (y) the excess, if any, of (A) the
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company (i) notified the
NASDAQ Global Market ("NASDAQ") on May 25, 2021 that the Merger was consummated
and (ii) requested that NASDAQ (x) halt trading in the Shares for May 25, 2021
and suspend trading of the Shares effective May 25, 2021 and (y) file with the
SEC a Form 25 Notification of Removal from Listing and/or Registration to delist
and deregister the Shares under Section 12(b) of the Securities Exchange Act of
1934 (the "Exchange Act"). The Company intends to file a certification on
Form 15 with the SEC to cause the Company's reporting obligations under Sections
13 and 15(d) of the Exchange Act to be suspended.
Item 3.03. Material Modification to Rights of Security Holders.
The information disclosed under Item 2.01 and Item 5.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 3.03.
Redemption of Series B 8% Cumulative Preferred Stock
On May 25, 2021, immediately following the Merger, the Company gave notice of
its intention to redeem all of its outstanding shares of its Series B 8%
Cumulative Preferred Stock (the "Series B Preferred Stock") (the "Series B
Preferred Stock Redemption"). The Series B Preferred Stock Redemption is in
accordance with the terms of the Certificate of Designation, Preferences and
Rights of Series B 8% Cumulative Preferred Stock of the Company, dated as of
December 3, 2008 (the "Series B Preferred Stock Designation"). There are 50,000
aggregate number of Series B Preferred Stock, or $50,000,000 aggregate
liquidation preference, currently outstanding. The redemption date for the
Series B Preferred Stock is June 14, 2021 (the "Series B Redemption Date").
Under the terms of the Series B Preferred Stock, the redemption price will be
$1,000.00 per share, plus all accrued but unpaid dividends for such Series B
Preferred Stock.
Redemption of 9.00% Series C Cumulative Redeemable Perpetual Preferred Stock
On May 25, 2021, immediately following the Merger, the Company gave notice of
its intention to redeem all of its outstanding shares of its 9.00% Series C
Cumulative Redeemable Perpetual Preferred Stock (the "Series C Preferred Stock")
(the "Series C Preferred Stock Redemption"). The Series C Preferred Stock
Redemption is in accordance with the terms of the Certificate of Designations,
Preferences and Rights of 9.00% Series C Cumulative Redeemable Perpetual
Preferred Stock of the Company, dated as of February 11, 2019 (the "Series C
Preferred Stock Designation"). There are 400,000 aggregate number of Series C
Preferred Stock, or $40,000,000 aggregate liquidation preference, currently
outstanding. The redemption date for the Series C Preferred Stock is June 24,
2021 (the "Series C Redemption Date"). Under the terms of the Series C Preferred
Stock, the redemption price will be $100.00 per share, plus all accrued but
unpaid dividends for such Series C Preferred Stock to, but not including, the
Series C Redemption Date.
Redemption of 7.875% Senior Securities Due 2025 and Satisfaction and Discharge
of the Indenture
On May 25, 2021, immediately following the Merger, the Company gave notice of
its intention to redeem all of its outstanding $69,000,000 aggregate principal
amount 7.875% Senior Securities due 2025 (CUSIP Number 369822 804) (the "Notes")
on June 24, 2021 (the "Notes Redemption Date"), at a redemption price equal to
(a) 100% of the aggregate principal amount of the Notes to be redeemed; and (b)
the excess, if any, of (A) the present value at the Notes Redemption Date of:
(i) the redemption price of Note on October 31, 2022 (104.50% of the principal
amount but excluding accrued and unpaid interest to the Notes Redemption Date)
plus (ii) all remaining scheduled interest payments due on the Notes through
October 31, 2022 (but excluding accrued and unpaid interest to the Notes
Redemption Date), discounted to the Notes Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 50 basis points; over (B) the principal amount of the Notes on the
Notes Redemption Date; plus, in either case of (a) or (b), accrued and unpaid
interest, if any, to the Notes Redemption Date (subject to the right of Holders
on the relevant record date to receive interest due on the relevant Interest
Payment Date), in accordance with the terms of the Indenture, dated as of June
18, 2014 (the "Base Indenture"), among the Company and Wells Fargo Bank,
National Association ("Wells Fargo"), as trustee and the Third Supplemental
Indenture, dated as of October 27, 2020 (the "Supplemental Indenture" and,
together with the Base Indenture, the "Indenture"), among the Company, The Bank
of New York Mellon Trust Company, N.A., as Series Trustee (the "Trustee"), and
Wells Fargo, as Original Trustee.
. . .
Item 5.01. Changes in Control of Registrant.
As a result of Merger Sub's acceptance for payment of all Shares that were
validly tendered and not properly withdrawn in accordance with the terms of the
Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL
on May 25, 2021, a change in control of the Company occurred and the Company now
is a subsidiary of URNA.
The information disclosed under Item 2.01 and Item 3.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms of the Merger Agreement, at the Effective Time, all
members of the Company's board of directors were replaced by the directors of
Merger Sub.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the Company's certificate of incorporation and bylaws
were amended and restated in their entirety. Copies of the Company's amended and
restated certificate of incorporation and the Company's amended and restated
bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which
are incorporated herein by reference.
Item 8.01. Other Events.
On May 25, 2021, United Rentals, Inc., the parent corporation of URNA, issued a
press release relating to the consummation of the Merger. A copy of the press
release is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
Exhibit Exhibit Description
2.1* Agreement and Plan of Merger, dated as of April 15, 2021, by and among
United Rentals (North America), Inc., UR Merger Sub VI Corporation and
General Finance Corporation (incorporated by reference to Exhibit 2.1 of
the Company's Current Report on Form 8-K filed with the SEC on April 16,
2021).
3.1 Amended and Restated Certificate of Incorporation of General Finance
Corporation
3.2 Amended and Restated Bylaws of General Finance Corporation
99.1 Press Release, issued on May 25, 2021, by United Rentals, Inc.
*Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
agrees to furnish supplementally a copy of any omitted schedule to the SEC upon
request.
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