¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934


Download 4.79 Mb.
Name¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934
page1/89
A typeDocumentation
  1   2   3   4   5   6   7   8   9   ...   89



Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F

¨

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

x

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

 

¨

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

¨

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report             

For the transition period from              to             

Commission file number 001-33725

Textainer Group Holdings Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Bermuda

(Jurisdiction of incorporation or organization)

Century House

16 Par-La-Ville Road

Hamilton HM HX

Bermuda

(Address of principal executive offices)

Ernest J. Furtado

Textainer Group Holdings Limited

c/o Textainer Equipment Management (U.S.) Limited

650 California Street, 16San Francisco, CA 94108

(415) 434-0551

EJF@textainer.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

 

 

 

Title of each class

 

Name of each exchange on which registered

Common Shares, $0.01 par value

 

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 

 

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

 

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

47,604,640 Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes    ¨    No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes   ¨     No   x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨            Accelerated filer  ¨            Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  x    International Financial Reporting Standards as issued by the International Accounting Standards Board  ¨    Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    Item 17   ¨     Item 18   ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

 

 
Table of Contents

 

TABLE OF CONTENTS

 

 

 

 

 

  

Page

Information Regarding Forward-Looking Statements; Cautionary Language

  

1

PART I

  

 

Item 1.        Identity of Directors, Senior Management and Advisers

  

3

Item 2.        Offer Statistics and Expected Timetable

  

3

Item 3.        Key Information

  

3

Item 4.        Information on the Company

  

28

Item 4A.    Unresolved Staff Comments

  

47

Item 5.        Operating and Financial Review and Prospects

  

48

Item 6.        Directors, Senior Management and Employees

  

66

Item 7.        Major Shareholders and Related Party Transactions

  

74

Item 8.        Financial Information

  

78

Item 9.        The Offer and Listing

  

80

Item 10.      Additional Information

  

80

Item 11.      Quantitative and Qualitative Disclosures About Market Risk

  

90

Item 12.      Description of Securities Other than Equity Securities

  

91

 

 

 

 

  

Page

PART II

  

 

Item 13.      Defaults, Dividend Arrearages and Delinquencies

  

92

Item 14.      Material Modifications to the Rights of Security Holders and Use of Proceeds

  

92

Item 15T.   Controls and Procedures

  

92

Item 16.      [Reserved]

  

92

Item 16A.  Audit Committee Financial Expert

  

92

Item 16B.  Code of Ethics

  

93

Item 16C.  Principal Accountant Fees and Services

  

93

Item 16D.  Exemptions from the Listing Standards for Audit Committees

  

94

Item 16E.   Purchases of Equity Securities by the Issuer and Affiliated Purchasers

  

94

PART III

  

 

Item 17.      Financial Statements

  

95

Item 18.      Financial Statements

  

95

Item 19.      Exhibits

  

96

Signatures

  

99

 

In this document, unless indicated otherwise, references to: (1) “Textainer,” “TGH,” “the company,” “we,” “us” and “our” refer to Textainer Group Holdings Limited, the issuer of the common shares and its subsidiaries; (2) “TEU” refers to a “Twenty-Foot Equivalent Unit,” which is a unit of measurement used in the container shipping industry to compare shipping containers of various lengths to a standard 20’ dry freight container, thus a 20’ container is one TEU and a 40’ container is two TEU; (3) “CEU” refers to a Cost Equivalent Unit, which is a unit of measurement based on the approximate cost of a container relative to the cost of a standard 20’ dry freight container, so the cost of a standard 20’ dry freight container is one CEU; the cost of a 40’ dry freight container is 1.6 CEU; and the cost of a 40’ high cube dry freight container (9’6” high) is 1.68 CEU; (4) “our owned fleet” means the containers we own; (5) “our managed fleet” means the containers we manage that are owned by other container investors; (6) “our fleet” and “our total fleet” mean our owned fleet plus our managed fleet plus any containers we lease from other lessors; (7) “container investors” means the owners of the containers in our managed fleet; and (8) “Trencor” refers to Trencor Ltd., a public South African container and logistics company, listed on the JSE Limited in Johannesburg, South Africa, which, together with certain of its subsidiaries, are the discretionary beneficiaries of a trust that indirectly owns a majority of our common shares (such interest, “beneficiary interest”). See Item 4. “Information on the Company” for an explanation of the relationship between us and Trencor.
Table of Contents

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS; CAUTIONARY LANGUAGE

This Annual Report on Form 20-F, including the sections entitled Item 3, “Key Information—Risk Factors,” and Item 5, “ Operating and Financial Review and Prospects ,” contains forward-looking statements. Forward-looking statements include all statements that are not statements of historical facts and may relate to, but are not limited to, expectations or estimates of future operating results or financial performance, capital expenditures, introduction of new products, regulatory compliance, plans for growth and future operations, as well as assumptions relating to the foregoing. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue” or the negative of these terms or other similar terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy, and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which cannot be foreseen. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, among others, the risks we face that are described in the section entitled Item 3, “ Key Information—Risk Factors ” and elsewhere in this Annual Report on Form 20-F.

We believe that it is important to communicate our future expectations to potential investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause actual events or results to differ materially from the expectations expressed in or implied by our forward-looking statements. The risk factors listed in Item 3, “ Key Information—Risk Factors ,” as well as any cautionary language in this Annual Report on Form 20-F, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you decide to buy, hold or sell our common shares, you should be aware that the occurrence of the events described in Item 3, “ Key Information—Risk Factors ” and elsewhere in this Annual Report on Form 20-F could negatively impact our business, cash flows, results of operations, financial condition and share price. Potential investors should not place undue reliance on our forward-looking statements.

Forward-looking statements regarding our present plans or expectations for fleet size, management contracts, container purchases, sources and availability of financing, and growth involve risks and uncertainties relative to return expectations and related allocation of resources, and changing economic or competitive conditions, as well as the negotiation of agreements with container investors, which could cause actual results to differ from present plans or expectations, and such differences could be material. Similarly, forward-looking statements regarding our present expectations for operating results and cash flow involve risks and uncertainties related to factors such as utilization rates, per diem rates, container prices, demand for containers by container shipping lines, supply and other factors discussed under Item 3, “ Key Information—Risk Factors ” or elsewhere in this Annual Report on Form 20-F, which could also cause actual results to differ from present plans. Such differences could be material.

All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and we cannot predict those events or how they may affect us. We assume no obligation to, and do not plan to, update any forward-looking statements after the date of this Annual Report on Form 20-F as a result of new information, future events or developments, except as required by federal securities laws. You should read this Annual Report on Form 20-F and the documents that we reference and have filed as exhibits with the understanding that we cannot guarantee future results, levels of activity, performance or achievements and that actual results may differ materially from what we expect. The forward-looking statements contained in this Annual Report on Form 20-F are excluded from the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995.

Industry data and other statistical information used in this Annual Report on Form 20-F are based on independent publications, reports by market research firms or other published independent sources. Some data

 

1
Table of Contents

are also based on our good faith estimates, derived from our review of internal surveys and the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information.

In this Annual Report on Form 20-F, unless otherwise specified, all monetary amounts are in U.S. dollars. To the extent that any monetary amounts are not denominated in U.S. dollars, they have been translated into U.S. dollars in accordance with our accounting policies as described in Item 18, “ Financial Statements .”

 

2
Table of Contents

  1   2   3   4   5   6   7   8   9   ...   89

Share in:

Related:

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconO registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconO registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 icon[ ] registration statement pursuant to section 12(b) or (g) of the...

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 icon[ ] registration statement pursuant to section 12(b) or (g) of the...

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconX registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 icon[ ] registration statement pursuant to section 12(b) or (g) of the...

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconX registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934




manual


When copying material provide a link © 2017
contacts
manual-guide.com
search