WillScot Mobile Mini Holdings Corp. Files 8-K

TL;DR

WSC filed an 8-K on 6/14 for a material definitive agreement on 6/13.

AI Summary

On June 13, 2024, WillScot Mobile Mini Holdings Corp. entered into a Material Definitive Agreement related to a financial obligation. The company, headquartered in Phoenix, AZ, filed this 8-K report on June 14, 2024, detailing the event.

Why It Matters

This filing indicates a significant financial event for WillScot Mobile Mini Holdings Corp., potentially impacting its financial obligations and operational structure.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report detailing a definitive agreement, which is routine for public companies and doesn't inherently signal distress.

Key Players & Entities

• WillScot Mobile Mini Holdings Corp. (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported
• June 14, 2024 (date) — Date of report
• Phoenix, AZ (location) — Company Headquarters

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share WSC The Nasdaq Capital Market
• $500 million — t to which WSI agreed to issue and sell $500 million in aggregate principal amount of WSI's
• $493.5 m — d sale of the Notes (the "Offering") of $493.5 million, after deducting the Initial Purc

Filing Documents

• wsc-20240613.htm (8-K) — 34KB
• ex101-purchaseagreement.htm (EX-10.1) — 216KB
• ex991-pressreleaselaunch.htm (EX-99.1) — 10KB
• ex992-pressreleasepricing.htm (EX-99.2) — 10KB
• wsc-20240613_g1.jpg (GRAPHIC) — 11KB
• wsmmholdingscorplogo1.jpg (GRAPHIC) — 11KB
• wsmmholdingscorplogoa.jpg (GRAPHIC) — 11KB
• 0001647088-24-000114.txt ( ) — 505KB
• wsc-20240613.xsd (EX-101.SCH) — 2KB
• wsc-20240613_lab.xml (EX-101.LAB) — 22KB
• wsc-20240613_pre.xml (EX-101.PRE) — 13KB
• wsc-20240613_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement On June 13, 2024, Williams Scotsman, Inc., a Maryland corporation ("WSI") and indirect subsidiary of WillScot Mobile Mini Holdings Corp., a Delaware corporation (the "Company"), and certain of the Company's direct and indirect subsidiaries (the "Guarantors") entered into a purchase agreement (the "Purchase Agreement") with J.P. Morgan Securities LLC ("JPM"), as representative of the several initial purchasers named therein (collectively, the "Initial Purchasers"), pursuant to which WSI agreed to issue and sell $500 million in aggregate principal amount of WSI's 6.625% Senior Secured Notes due 2029 (the "Notes"). The Notes will be WSI's general second lien senior secured obligations, guaranteed on a senior secured basis by each of WSI's direct and indirect domestic subsidiaries that guarantees WSI's obligations under the existing ABL credit facility and WSI's direct parent, Williams Scotsman Holdings Corp. WSI expects to receive net proceeds of the issuance and sale of the Notes (the "Offering") of $493.5 million, after deducting the Initial Purchasers' discounts and estimated offering expenses. The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the WSI and the Guarantors, on the one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Company and the Guarantors have also agreed not to offer or sell certain debt securities for a period of 60 days after June 13, 2024, without the prior consent of JPM. The Notes will not be registered under the Securities Act. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accorda

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information in Item 1.01 above is incorporated by reference into this Item 2.03.

01

Item 8.01 Other Events On June 13, 2024, the Company issued a press release announcing the launch of the Offering and a press release announcing the pricing of the Offering. Copies of each such press release are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K. Neither this Current Report on Form 8-K nor the press releases shall constitute an offer to sell or the solicitation of offers to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Exhibit Description 10.1 Purchase Agreement, dated as of June 13, 2024, by and among the Company, the Guarantors and J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein. 99.1 Press Release, dated June 13, 2024 99.2 Press Release, dated June 13, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. WillScot Mobile Mini Holdings Corp. Dated: June 14, 2024 By: /s/ Hezron Timothy Lopez Name: Hezron Timothy Lopez Title: Executive Vice President, Chief Legal & Compliance Officer & ESG

View Full Filing

View this 8-K filing on SEC EDGAR