This Amendment No. 1 to
Schedule 14D-9 (this “Amendment”) amends and supplements 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 8. Additional Information.
The
information set forth in Item 8 — “Regulatory Approvals” of the Schedule 14D-9 is hereby amended and supplemented by replacing the seventh sentence in the first paragraph under such
heading, with the following sentence:
“The required waiting period under the HSR Act with respect to the Offer expired at 11:59
p.m., Eastern Time on May 6, 2021.”
The information set forth in Item 8 — “Regulatory Approvals” of the Schedule 14D-9 is hereby amended and supplemented by replacing the last and second to last sentences in the fourth paragraph under such heading, with the following sentence:
“On May 7, 2021, the required consent was granted by the OIO under the NZ Act, permitting the Merger Sub’s acquisition of
Shares in the Offer and the Merger to proceed.”