BALTIMORE and PHOENIX (GLOBE NEWSWIRE) -- WillScot Corporation (Nasdaq: WSC) and Mobile Mini, Inc. (Nasdaq: MINI) announced the successful completion of the previously announced merger pursuant to which WillScot, a leading specialty rental services provider of innovative modular space and portable storage solutions across North America, combined with Mobile Mini, a leading provider of portable storage solutions serving customers in the U.S., U.K., and Canada. The combined company is named WillScot Mobile Mini Holdings Corp. and its common stock will trade, beginning July 2, 2020, on Nasdaq under the ticker symbol “WSC.”
“The closing of this strategic and financially compelling merger creates a stronger and more diverse company that is better positioned for the future,” said Brad Soultz, President and Chief Executive Officer of WillScot. “I would first like to thank the employees of both companies for their invaluable contributions in creating these two complementary industry leaders. During our time working with the Mobile Mini team, it is clear that our cultures are aligned, which gives me great confidence in our ability to execute and realize the value inherent in this combination. I would also like to thank both the Mobile Mini and WillScot investors for their trust in us and their overwhelming support of the merger.”
Soultz continued, “The fact that we consummated this transaction and have continued to deliver outstanding operating results, while prioritizing the welfare of our employees and customers during an unprecedented pandemic, is truly a testament to the grit of our organizations and the resilience of our combined businesses. We are entering the next chapter of our transformation with a stronger team, more diversified assets and end markets, a solid and rapidly de-leveraging balance sheet, robust free cash flow, and multiple compelling revenue and earnings growth levers that are within our control. Together, we expect these combined strengths will compound and drive significant shareholder value creation for years to come.”
Kelly Williams, Mobile Mini’s President and Chief Executive Officer, remarked, “I am very proud of our entire team’s hard work and contributions towards making Mobile Mini the world class business it is today, and look forward to this next step in our company’s evolution. We are excited to join forces with WillScot to become an undisputed leader for the rental industry in both the portable storage and modular space solutions sectors. We expect these two highly successful organizations to become even stronger together as our teams apply best practices and drive efficiencies across the combined business, providing even higher levels of premium service for our customers and further increasing value for our shareholders.”
Debt Structure at Closing
In connection with the transaction, WillScot, through its subsidiary, Williams Scotsman International, Inc., issued $650 million in aggregate principal amount of senior secured notes due 2025 and entered into a new $2.4 billion asset-based revolving credit facility. The proceeds from the notes offering together with approximately $1.43 billion of borrowings under the new credit facility were used to pay fees and expenses related to the transaction and to repay WillScot’s and Mobile Mini’s existing asset-based credit facilities, WillScot’s senior secured notes due 2022 and all of Mobile Mini’s outstanding senior notes. In addition, $490 million in aggregate principal amount of WillScot’s senior secured notes due 2023 and approximately $77 million of Mobile Mini capital leases remain outstanding following the transaction. Upon completion of the aforementioned transactions, WillScot Mobile Mini Holdings Corp. had approximately $2.65 billion of gross debt and capital leases outstanding, and over $900 million of available liquidity in its credit facility.
Equity Structure at Closing
Shares of Mobile Mini common stock ceased trading prior to the market open on July 1, 2020, and each share of Mobile Mini common stock has been converted into the right to receive 2.4050 shares of WillScot Class A common stock, less any applicable withholding taxes and, if applicable, cash in lieu of fractional shares. Upon the closing of the merger, WillScot’s name changed to “WillScot Mobile Mini Holdings Corp.,” all shares of WillScot’s Class A common stock, including those to be issued to Mobile Mini stockholders as merger consideration, were reclassified as shares of common stock of WillScot Mobile Mini Holdings Corp., and will trade on Nasdaq under the ticker symbol “WSC.” WillScot stockholders continue to hold their shares, which now constitute shares of common stock of WillScot Mobile Mini Holdings Corp.
Pursuant to the transactions contemplated by the merger agreement and prior to the closing of the merger, the former minority owner of shares in WillScot’s direct subsidiary exchanged such shares for shares of WillScot Class A common stock. This exchange resulted in the elimination of the minority interest previously held in WillScot’s direct subsidiary and the cancellation of WillScot’s outstanding shares of Class B common stock. As a result, WillScot Mobile Mini Holdings has a single class of common stock and 100% ownership in its operating subsidiaries.
Upon completion of the aforementioned transactions, we expect WillScot Mobile Mini Holdings Corp. will have approximately 228,000,000 common shares outstanding, as of July 1, 2020, subject to adjustment based on the final settlement of the shares issued to Mobile Mini stockholders and giving effect to the payment of cash in lieu of any fractional shares. In addition, 8,780,850 shares underlying the 2015 Private Warrants ($11.50 exercise price), and 9,782,106 shares underlying the 2018 Warrants ($15.50 exercise price) were outstanding as of July 1, 2020.
Headquarters and Executive Leadership Team
WillScot Mobile Mini Holdings Corp. is headquartered in Phoenix, Arizona. The company is led by a highly experienced executive leadership team comprised of Brad Soultz, Chief Executive Officer, Kelly Williams, President and Chief Operating Officer, and Tim Boswell, Chief Financial Officer.
Advisors
Morgan Stanley & Co. LLC served as the lead financial advisor to WillScot, Rothschild & Co. served as the financing advisor to WillScot, and Stifel, Nicolaus & Co., Inc. served as the financial advisors to the special committee of WillScot’s Board of Directors. BofA Securities Inc., Deutsche Bank Securities Inc., and J.P. Morgan Securities LLC served as additional financial advisors to WillScot. Allen & Overy LLP acted as external legal counsel to WillScot.
Barclays Capital Inc. and Goldman Sachs & Co. LLC served as the financial advisors to Mobile Mini, and Davis Polk & Wardwell LLP acted as external legal counsel to Mobile Mini.
About WillScot Mobile Mini Holdings Corp.
WillScot Mobile Mini Holdings Corp. trades on the Nasdaq stock exchange under the ticker symbol “WSC.” Based in Phoenix, Arizona, WillScot Mobile Mini Holdings is a North American leader in modular space and portable storage solutions. It was formed in 2020 upon the merger of leaders in the modular space and portable storage markets. Together the WillScot and Mobile Mini brands operate approximately 375 locations across the United States, Canada, Mexico, and the United Kingdom with a combined fleet of over 350,000 portable offices and storage containers. They lease turnkey office space and storage solutions for temporary applications across a diverse customer base in the commercial and industrial, construction, retail, education, health care, government, transportation, security and energy sectors. They create value by enabling customers to add space efficiently and cost-effectively – when the solution is perfect, productivity is all the customer sees.
