This Amendment No. 2
to Schedule 14D-9 (this Amendment) amends and supplements Items 3, 4 and 8 of the Solicitation/Recommendation Statement
on Schedule 14D-9 previously filed with the Securities and Exchange Commission (the SEC) on April 26, 2021 (together with the Exhibits or Annexes thereto and as amended or
supplemented from time to time, the Schedule 14D-9) by General Finance Corporation, a Delaware corporation (the Company).
The Schedule 14D-9 relates to the cash tender offer by UR Merger Sub VI Corporation, a Delaware corporation (Merger Sub) and a wholly owned subsidiary of United Rentals (North
America), Inc., a Delaware corporation (URNA), disclosed in the Tender Offer Statement on Schedule TO (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the Schedule TO),
filed by Merger Sub with the SEC on April 26, 2021, to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the Shares), of the Company at a price per Share of $19.00 net to the seller in cash,
without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated April 26, 2021, and in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the Offer).
Capitalized terms used but not otherwise defined in this Amendment shall have the
meanings ascribed to them in the Schedule 14D-9. Except as set forth below, the information set forth in
the Schedule 14D-9 remains unchanged
Item 3. Past Contacts, Transactions,
Negotiations and Agreements.
The information set forth in Item 3 Past Contacts, Transactions, Negotiations and Agreements of the Schedule 14D-9 is hereby amended and supplemented with the following additional text:
Key
Employee Employment Agreements, Key Employee Letters
As a condition and inducement to URNA entering into the Merger Agreement, URNA, the Surviving
Corporation or a subsidiary of URNA entered into at will employment agreements, contingent upon and effective as of the consummation of the Merger, with certain executive officers and management personnel of the Company selected by URNA
(Key Employees), setting forth the terms and conditions of each Key Employees continued employment with URNA, the Surviving Corporation or a subsidiary of URNA from and after the consummation of the Merger, substantially in
the form filed as Exhibit 10.3 to the Companys Form 8-K filed April 16, 2021 (the Key Employee Employment Agreements). The agreements with Key Employees were requested by URNA in
connection with its written proposal for a strategic transaction on March 2, 2021 and were thereafter negotiated with the knowledge and awareness of the Board of Directors of the Company prior to being signed during the week of April 12,
2021.
The Key Employee Employment Agreements provide, among other things, that (i) the Key Employees shall be subject to standard restrictive
covenants, including, without limitation, the non-compete and non-solicitation provisions set forth in the Key Employee Employment Agreements for the period during their
employment with URNA and for the 12-month period following the termination of such employment, as well as assignment of intellectual property rights and non-disclosure
of proprietary and confidential information; and (ii) any severance provisions contained in the Key Employees existing employment agreement with the Company shall continue to apply following consummation of the Merger, subject to certain
changes to the definition of Good Reason as set forth in such Key Employee Employment Agreements.
The Key Employees include the following
individuals: (i) Jody E. Miller, the Companys President and Chief Executive Officer, (ii) Charles E. Barrantes, the Companys Executive Vice President and Chief Financial Officer; (iii) Christopher A. Wilson, the
Companys General Counsel, Vice President and Secretary; (iv) Jeffrey A. Kluckman, the Companys Executive Vice President of Global Business Development; (v) Theodore M. Mourouzis, Chief Executive Officer and President of Pac-Van, Inc.; and (vi) Eric Weber, Chief Financial Officer of Pac-Van, Inc. Of the foregoing, only Jody Miller serves on the Board of Directors of the Company.
In addition to their Key Employee Employment Agreements, each Key Employee has also entered into a letter agreement with URNA, substantially in the form filed
as Exhibit 10.4 to the Companys Form 8-K filed April 16, 2021 (the Employee Letter Agreements), pursuant to which each Key Employee has agreed, in the event the Key
Employees post-Merger employment with URNA is terminated under certain circumstances, to repay to URNA a portion of the consideration that Key Employee received in respect of unvested equity awards that were accelerated in connection with the
Merger.
The foregoing description of the Key Employee Employment Agreements and the Key Employee Letter Agreements does not purport to be complete and is
qualified in its entirety by the full text of Exhibits 10.3 and 10.4 to the Companys Form 8-K filed April 16, 2021, which are incorporated by reference herein.