Item 1.01 Entry into a Material Definitive Agreement.
Shareholders Agreement
On July 1, 2020, as set forth in the Merger Agreement, the Company entered into
a shareholders agreement (the "Shareholders Agreement") with TDR Capital LLP
("TDR Capital"), TDR Capital II Holdings L.P. ("TDR Holdings") and Sapphire
Holdings S.á r.l. ("Sapphire Holdings"), an affiliate of the investment funds
managed by TDR Capital (together with TDR Capital and TDR Holdings, the "TDR
Parties"). The Shareholders Agreement provides for: (i) the TDR Parties' right
to require the Company to nominate, and use its best efforts to have elected to
the Board by the Company's stockholders, (a) two directors, for so long as the
TDR Parties beneficially own at least 15% of the Company's Common Stock, and (b)
one director, for so long as the TDR Parties beneficially own at least 5% but
less than 15% of the Company's Common Stock, (ii) standstill obligations of the
TDR Parties for so long as the TDR Parties beneficially own at least 5% of the
Company's Common Stock, (iii) transfer restrictions on the TDR Parties,
including a lock-up period of six months after the closing of the Merger and
restrictions on the volume of shares of Common Stock that may be transferred
after the six month lock-up period expires, and (iv) certain confidentiality
obligations of the TDR Parties.
The foregoing description of the Shareholders Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Shareholders Agreement, which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and incorporated herein by reference.
New ABL Facility
On July 1, 2020, in connection with the completion of the Merger, Williams
Scotsman Holdings Corp., a Delaware corporation and direct subsidiary of the
Company ("Holdings"), Williams Scotsman International Inc., a Delaware
corporation ("WSII"), and certain of its subsidiaries, including Mobile Mini and
certain of its consolidated subsidiaries (the "Mobile Mini Entities"), entered
into a new asset-based credit agreement with Bank of America, N.A., as
administrative agent and collateral agent, that provides for revolving credit
facilities in the aggregate principal amount of up to $2.4 billion, consisting
of: (i) a senior secured asset-based U.S. dollar revolving credit facility in
the aggregate principal amount of $2 billion (the "U.S. Facility"), available to
WSII and certain of its subsidiaries, including the Mobile Mini Entities,
Williams Scotsman, Inc., a Maryland corporation ("WSI"), and WillScot Equipment
. . .
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 8.01. "Other Events - Refinancing
Transactions" is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described above, on July 1, 2020, WillScot and Mobile Mini completed their
previously announced Merger. As a result of the Merger, Mobile Mini became a
wholly-owned subsidiary of WillScot. At the Effective Time, each issued and
outstanding share of Mobile Mini Common Stock was automatically converted into
the right to receive the Merger Consideration. Immediately following the
Effective Time, WillScot filed a certificate of amendment to its certificate of
incorporation to change its name to WillScot Mobile Mini Holdings Corp. (the
"Name Change Amendment"), and immediately thereafter, filed an amended and
restated certificate of incorporation for the Company (the "Amended and Restated
Charter"), which reclassified all issued and outstanding shares of Class A
Common Stock and converted such shares into shares of Common Stock. Immediately
thereafter, pursuant to the terms of a contribution agreement dated July 1,
2020, between the Company, Holdings, WSII and WSI, all of the issued and
outstanding capital stock of Mobile Mini acquired by WillScot in connection with
the Merger was contributed by the Company to WSI through a series of immediately
successive contributions, such that Mobile Mini and its subsidiaries are now
wholly owned subsidiaries of WSI.
Immediately prior to the Effective Time, each unvested outstanding restricted
stock award with respect to shares of Mobile Mini Common Stock became vested,
and in accordance with its terms, was converted into the right to receive the
Merger Consideration in respect of each underlying share of Mobile Mini Common
Stock.
At the Effective Time, each outstanding and unexercised option to purchase
shares of Mobile Mini Common Stock was assumed by WillScot and became an option
to purchase shares of Class A Common Stock, on the same terms and conditions as
applied to each such option immediately prior to the Effective Time, except that
(A) the number of shares of Class A Common Stock subject to such option equals
the product of (i) the number of shares of Mobile Mini Common Stock that were
subject to such option immediately prior to the Effective Time multiplied by
(ii) 2.4050, rounded down to the nearest whole share, and (B) the per-share
exercise price equals the quotient of (i) the exercise price per share of Mobile
Mini Common Stock at which such option was exercisable immediately prior to the
Effective Time, divided by (ii) 2.4050, rounded up to the nearest whole cent.
Immediately thereafter, as a result of the filing of the Amended and Restated
Charter, each of the options became exercisable for shares of Common Stock at
the same exchange ratio as for the Class A Common Stock.
The issuance of the shares of Class A Common Stock as Merger Consideration, as
described above, was registered under the Securities Act of 1933, as amended
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
2025 Notes Supplemental Indenture
As previously disclosed, on June 15, 2020, Picasso Finance Sub, Inc., a
newly-formed finance subsidiary of WSII and Delaware corporation (the "Escrow
Issuer"), completed a private offering of $650.0 million in aggregate principal
amount of its senior secured notes due 2025 (the "2025 Notes"). In connection
therewith, the Escrow Issuer entered into an indenture with Deutsche Bank Trust
Company Americas, as trustee (the "Trustee"), governing the 2025 Notes (the
"2025 Notes Indenture").
On July 1, 2020, the Escrow Issuer merged with and into WSII, with WSII as the
surviving entity in such merger (the "Escrow Issuer Merger"). In connection with
the Escrow Issuer Merger, WSII, each of WSII's direct and indirect domestic
subsidiaries and Holdings (together with the direct and indirect domestic
subsidiaries of WSII (including Mobile Mini and its domestic subsidiaries), the
"Note Guarantors") and the Trustee entered into a supplemental indenture (the
"2025 Notes Supplemental Indenture") pursuant to which WSII assumed all of the
Escrow Issuer's obligations and rights under the 2025 Notes Indenture and the
Note Guarantors unconditionally guaranteed the Notes.
The foregoing descriptions of the 2025 Notes Indenture and the 2025 Notes
Supplemental Indenture do not purport to be complete and are qualified in their
entirety by reference to the full text of the 2025 Notes Indenture, which is
filed as Exhibit 4.1 to WillScot's Current Report on Form 8-K filed on June
16, 2020 , and the 2025 Notes Supplemental Indenture, which is filed as Exhibit
4.1 to this Current Report on Form 8-K and are, in each case, incorporated
herein by reference.
2023 Notes Supplemental Indenture
On July 1, 2020, following the closing of the Merger, WSII, Mobile Mini and
Mobile Mini's domestic subsidiaries acquired in the Merger entered into the
second supplemental indenture (the "2023 Notes Supplemental Indenture") to the
indenture dated August 6, 2018, by and among WSII (as successor to Mason Finance
Sub, Inc.), the guarantors named therein and Deutsche Bank Trust Company
Americas, as trustee and collateral agent, as amended by the supplemental
indenture, dated August 15, 2018, to join Mobile Mini and its domestic
subsidiaries as guarantors of WSII's 6.875% senior secured notes due 2023 (the
"2023 Notes").
The foregoing description of the 2023 Notes Supplemental Indenture does not
purport to be complete and is qualified in its entirety by reference to the full
text of the 2023 Notes Supplemental Indenture, which is filed as Exhibit 4.2 to
this Current Report on Form 8-K and incorporated herein by reference.
New ABL Facility
The information set forth in Item 1.01 of this Current Report on Form 8-K, under
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On July 1, 2020, in connection with the filing of the Amended and Restated
Charter and the resulting reclassification and conversion of the Class A Common
Stock to Common Stock, the Company provided written notice to The Nasdaq Capital
Market ("Nasdaq") that it completed the reclassification and conversion of the
shares of Class A Common Stock into shares of Common Stock, and, as a result
thereof, the Class A Common Stock has ceased to trade on Nasdaq and been
delisted. The Common Stock will trade on Nasdaq under the symbol "WSC."
Item 3.02 Unregistered Sales of Equity Securities.
On June 30, 2020, as contemplated by the Merger Agreement, and pursuant to the
terms of an exercise notice delivered by Sapphire Holdings to WillScot, Sapphire
Holdings exchanged each of its shares of common stock, par value $0.0001, of
Holdings, pursuant to that certain existing exchange agreement, between WillScot
and Sapphire Holdings, for 1.3261 shares of newly issued Class A Common Stock
(the "Sapphire Exchange"). As a result of the Sapphire Exchange, all issued and
outstanding shares of WillScot's Class B common stock, par value $0.0001 per
share (the "Class B Common Stock"), were automatically canceled for no
consideration and the existing exchange agreement was automatically terminated.
As a result of the Sapphire Exchange, Holdings became a wholly-owned subsidiary
of WillScot. Sapphire Holdings received 10,641,182 shares of Class A Common
Stock in the Sapphire Exchange (the "Exchange Shares"). The Exchange Shares were
issued in reliance on an exemption from the registration requirements of the
Securities Act, by virtue of Section 4(a)(2) and/or other exemptions therefrom,
as promulgated by the SEC under the Securities Act.
Item 3.03 Material Modification to Rights of Security Holders.
The information provided in Item 5.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation & Appointment of Directors
As previously disclosed in WillScot's Current Report on Form 8-K filed on March
5, 2020, and as contemplated by the Merger Agreement to facilitate the formation
of the new Board at the Effective Time, on March 1, 2020, each of Messrs. Gerard
E. Holthaus, Mark S. Bartlett, Gary Lindsay, Stephen Robertson, Jeff Sagansky
and Bradley L. Soultz and Ms. Rebecca L. Owen, constituting all of the members
of WillScot's board of directors, delivered executed letters of resignation to
take effect upon completion of the Merger (the "Resignation Letters"). The
Resignation Letters became effective as of the Effective Time.
In connection with the Merger and effective as of July 1, 2020, as previously
disclosed, the Board is comprised of 11 directors: (i) six directors designated
by WillScot (the "WillScot Appointees"), two of whom were chosen by the TDR
Parties (the "TDR Parties' Appointees"), and (ii) five directors designated by
Mobile Mini (the "Mobile Mini Appointees"). The WillScot Appointees are Gerard
E. Holthaus, who will serve as Lead Director to the Board, Mark S. Bartlett,
Jeff Sagansky, Bradley Soultz, Gary Lindsay and Stephen Robertson, with Messrs.
Lindsay and Robertson comprising the TDR Parties' Appointees. The Mobile Mini
Appointees are Erik Olsson, who will serve as Chairman of the Board, Sara R.
Dial, Jeffrey S. Goble, Kimberly J. McWaters, and Michael W. Upchurch. The
composition of the standing committees of the Board, as of July 1, 2020, are as
follows: (i) the audit committee is comprised of Messrs. Bartlett, Holthaus, and
Upchurch and Ms. McWaters, with Mr. Bartlett as the chairperson of the
committee, (ii) the compensation committee is comprised of Ms. Dial and Messrs.
Goble, Bartlett and Sagansky, with Ms. Dial as the chairperson of the committee,
(iii) the nominating and corporate governance committee is comprised of Messrs.
Holthaus, Sagansky and Goble and Ms. Dial, with Mr. Holthaus as the chairperson
of the committee, and (iv) the related party transactions committee is comprised
of Messrs. Bartlett, Goble, Holthaus, Sagansky and Upchurch and Ms. McWaters,
with the chairperson to be determined by the Board at a later date.
In connection with their appointment to the Board, each of the 11 directors
listed above entered into indemnification agreements with the Company, the form
of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and
incorporated herein by reference.
Resignation & Appointment of Officers
In connection with the Merger and effective on July 1, 2020, pursuant to
employment agreements entered into in connection with the signing of the Merger
Agreement and disclosed on WillScot's Current Report on Form 8-K filed on March
5, 2020, Mr. Bradley Soultz, the Chief Executive Officer of WillScot became the
Chief Executive Officer of the Company, Mr. Kelly Williams, the President and
Chief Executive Officer of Mobile Mini, became the President and Chief Operating
Officer of the Company, Mr. Timothy Boswell, the Chief Financial Officer of
WillScot, became the Chief Financial Officer of the Company, Mr. Christopher
Miner, the General Counsel of Mobile Mini, became the Senior Vice President,
General Counsel and Secretary of the Company and Mr. Hezron Lopez, the Vice
President, General Counsel and Secretary of WillScot became the Chief Human
Resources Officer of the Company.
In connection with their appointment as officers of the Company, each of the
officers listed above entered into indemnification agreements with the Company,
the form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K
and incorporated herein by reference.
Employment Agreements
As previously disclosed, on March 1, 2020, in connection with the parties' entry
into the Merger Agreement, WillScot entered into employment agreements with each
of Messrs. Soultz (the "Soultz Agreement"), Williams (the "Williams Agreement"),
Boswell (the "Boswell Agreement"), Miner (the "Miner Agreement") and Lopez (the
"Lopez Agreement," and collectively, the "Employment Agreements"). Each of the
Boswell Agreement and the Lopez Agreement took effect on March 1, 2020, and each
of the Soultz Agreement, the Williams Agreement and the Miner Agreement became
effective upon the completion of the Merger.
The foregoing description of the Employment Agreements does not purport to be
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 1, 2020, in connection with the consummation of the Merger and in
accordance with the Merger Agreement, WillScot filed the Name Change Amendment
to change its name to WillScot Mobile Mini Holdings Corp. and the Company filed
the Amended and Restated Charter. The foregoing descriptions of the Name Change
Amendment and the Amended and Restated Charter are not complete and are
qualified in their entirety by reference to, the full text of the Name Change
Amendment and the Amended and Restated Charter, which are filed as Exhibits
3.1(a) and (b), respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
Effective July 1, 2020, in connection with the consummation of the Merger and in
accordance with the Merger Agreement, the bylaws of WillScot were amended and
restated to reflect certain governance matters and the change of the name of the
Company from WillScot Corporation to WillScot Mobile Mini Holdings Corp. (the
"Amended and Restated Bylaws"). The changes to the bylaws of WillScot reflected
in the Amended and Restated Bylaws include governance changes that were
described in the section of the Joint Proxy Statement/Prospectus entitled "The
Merger - Governance of the Combined Company," and in Item 1.01 of WillScot's
Current Report on Form 8-K filed on March 5, 2020 , which descriptions are
incorporated herein by reference.
The foregoing description of the Amended and Restated Bylaws is not complete and
is subject to, and qualified in its entirety by reference to the full text of
the Amended and Restated Bylaws, which is filed as Exhibit 3.2 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
Refinancing Transactions
On July 1, 2020, in connection with the closing of the Merger and as
contemplated by the Merger Agreement: (i) WSII deposited with Deutsche Bank
Trust Company Americas, as trustee, the funds necessary to redeem all $250.0
million in aggregate principal amount, plus accrued and unpaid interest and the
applicable repayment premium (the "Mobile Mini Notes Redemption"), of Mobile
Mini's outstanding 5.875% senior notes due 2024 (the "Mobile Mini Notes"), (ii)
WSII terminated and repaid all amounts due under its existing ABL facility (the
"WillScot ABL Repayment"), pursuant to the ABL Credit Agreement, dated November
29, 2017, as amended by the First Amendment to the ABL Credit Agreement, dated
as of July 9, 2018, the Second Amendment to the ABL Credit Agreement dated July
24, 2018, and the Third Amendment to the ABL Credit Agreement, dated as of July
9, 2018, (the "WillScot ABL") by and among WSII, the guarantors named therein,
the financial institutions party thereto from time to time and Bank of America,
N.A., as collateral agent and administrative agent, and (iii) WSII terminated
and repaid all amounts due under Mobile Mini's existing ABL facility (the
"Mobile Mini ABL Repayment"), pursuant to the Second Amended and Restated ABL
Credit Agreement, dated March 22, 2019, by and among Mobile Mini, Deutsche Bank
AG New York Branch, and the other parties thereto (the "Mobile Mini ABL").
In addition, on July 1, 2020, in connection with the closing of the Merger, WSII
redeemed all $270.0 million in aggregate principal amount of its Senior Secured
Notes due 2022 (the "2022 Notes") at a redemption price equal to 103.938% of the
principal amount thereof plus accrued and unpaid interest (the "2022 Notes
Redemption," and together with the Mobile Mini Notes Redemption, the WillScot
ABL Repayment and the Mobile Mini ABL Repayment, the "Refinancing
Transactions"), in accordance with the terms of the indenture, dated as of
November 29, 2017, by and among WSII, the guarantors named therein and Deutsche
Bank Trust Company Americas as trustee and collateral agent, as supplemented by
the Supplemental Indenture, dated August 3, 2018, and the Supplemental
Indenture, dated August 15, 2018 (the "2022 Notes Indenture").
Mobile Mini previously notified holders of the Mobile Mini Notes on June 3,
2020, that it had elected to redeem the Mobile Mini Notes on or about July 3,
2020, and WSII previously notified the holders of the 2022 Notes on June 1,
2020, that it had elected to redeem the 2022 Notes concurrent with the closing
of the Merger.
The Refinancing Transactions were funded from borrowings under the New ABL
Facility and the proceeds from the issuance of the 2025 Notes.
As a result of the Refinancing Transactions, WSII, Mobile Mini and the other
parties to the WillScot ABL, the Mobile Mini ABL, the 2022 Notes and the Mobile
Mini Notes have, in each case, as applicable, been released from their
respective obligations under the WillScot ABL, the Mobile Mini ABL, the 2022
Notes and the Mobile Mini Notes, as applicable, effective as of the Closing
Date.
Principal Office
Effective as of the Effective Time, and as provided in the Merger Agreement, the
Company's principal office of business is 4646 E Van Buren St., Suite 400,
Phoenix, AZ 85008.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The historical financial statements of Mobile Mini required by this Item
9.01(a), as of December 31, 2019 and 2018, and for each of the years in the
three-year period ended December 31, 2019, and as of March 31, 2020, and for the
three months ended March 31, 2020 and March 31, 2019, were previously filed as
Exhibit 99.1 to WillScot's Current Reports on Form 8-K filed on April 23,
2020 and June 1, 2020 , respectively, and incorporated herein by reference.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item 9.01(b) for the year
ended December 31, 2019 and as of and for the three months ended March 31, 2020
was previously filed as Exhibit 99.2 to WillScot's Current Reports on Form 8-K
filed on April 23, 2020 and June 1, 2020 , respectively, and incorporated
herein by reference.
(d) Exhibits
Exhibit No. Exhibit Description
1.1 Shareholders Agreement, dated July 1, 2020, by and among WillScot
Mobile Mini Holdings Corp., Sapphire Holdings, S.á r.l., TDR Capital
Holdings L.P. and TDR Capital LLP.
2.1* Agreement and Plan of Merger, dated as of March 1, 2020, by and
among WillScot Corporation, Picasso Merger Sub, Inc. and Mobile Mini,
Inc. (incorporated by reference to Exhibit 2.1 to the Current Report
on Form 8-K of WillScot Corporation, filed on March 5, 2020).
2.2 Amendment to Agreement and Plan of Merger, dated May 28, 2020, by
and among WillScot Corporation, Mobile Mini, Inc. and Picasso Merger
Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K of WillScot Corporation, filed on June 2, 2020).
3.1(a) Certificate of Amendment to Certificate of Incorporation of WillScot
Corporation.
3.1(b) Amended and Restated Certificate of Incorporation of WillScot Mobile
Mini Holdings Corp.
3.2 Amended and Restated Bylaws of WillScot Mobile Mini Holdings Corp.
4.1 Supplemental Indenture, dated July 1, 2020, to the Indenture dated
June 15, 2020, by and among Williams Scotsman International, Inc.
("WSII") (as successor to Picasso Finance Sub, Inc.), the guarantors
party thereto and Deutsche Bank Trust Company Americas, as trustee.
4.2 Supplemental Indenture, dated July 1, 2020, to the Indenture dated
August 6, 2018, as supplemented by the First Supplemental Indenture
dated August 15, 2018, by and among WSII (as successor to Mason
Finance Sub, Inc.), the guarantors party thereto and Deutsche Bank
Trust Company Americas, as trustee.
10.1 ABL Credit Agreement, dated July 1, 2020, by and among Williams
Scotsman Holdings Corp., WSII, the guarantors party thereto, the
lenders party thereto, and Bank of America, N.A., as administrative
agent and collateral agent.
10.2 Form of Indemnification Agreement.
10.3 WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan.
10.4 Form of Restricted Stock Unit Agreement.
10.5 Form of Performance-Based Restricted Stock Unit Agreement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
*Schedule have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company hereby undertakes to furnish copies of any of the omitted schedules upon
request by the Securities and Exchange Commission.
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