UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): March 4, 2021 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address, including zip code, of principal executive offices)
(
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| The | ||
| Warrants to purchase common stock(1) | WSCWW | OTC Markets Group Inc. |
| Warrants to purchase common stock(2) | WSCTW | OTC Markets Group Inc. |
(1) Issued in connection with the initial public offering of Double Eagle Acquisition Corp., the registrant’s legal predecessor company, in September 2015, which are exercisable for one-half of one share of the registrant’s common stock for an exercise price of $5.75.
(2) Issued in connection with the registrant’s acquisition of Modular Space Holdings, Inc. in August 2018, which are exercisable for one share of the registrant’s common stock at an exercise price of $15.50 per share.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On March 1, 2021, WillScot Mobile Mini Holdings Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC (the “Underwriter”) and Sapphire Holding S.à r.l. (the “Selling Stockholder”). Pursuant to the Underwriting Agreement, the Selling Stockholder agreed to sell 12,750,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Underwriter at a price of $26.785 per Share (the “Offering”). Pursuant to the Underwriting Agreement, the Selling Stockholder also granted the Underwriter the option, exercisable for 30 days, to purchase an additional 1,912,500 shares of Common Stock.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification by each of the Company, the Selling Stockholder and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities.
The sale of the Shares by the Selling Stockholder was made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-253710), including a prospectus supplement dated March 1, 2021 to the prospectus contained therein, dated March 1, 2021, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Share Repurchase Agreement
On February 28, 2021, the Company entered into a share repurchase agreement (the “Share Repurchase Agreement”) with the Selling Stockholder pursuant to which the Company agreed to repurchase, directly from the Selling Stockholder and concurrently with the closing of the Offering, 2,750,000 shares of Common Stock (the “Share Repurchase”). The Company paid $26.785 per share in the Share Repurchase, which is equal to the price at which the underwriters purchased the Shares from the Selling Stockholder in the Offering. The Company funded the Share Repurchase with borrowings under its ABL Credit Facility. The Share Repurchase closed concurrently with the Offering.
The description of the Share Repurchase Agreement in this report is qualified in its entirety by reference to the full text of the Share Repurchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 8.01 | Other Events. |
On March 1, 2021, the Company issued a press release announcing the launch of the Offering and entry into the Share Repurchase Agreement, filed herewith as Exhibit 99.1 and incorporated by reference herein, and a press release announcing the pricing of the Offering at a price to the public of $27.20 per Share, which is filed herewith as Exhibit 99.2 and incorporated by reference herein. The Offering was completed on March 4, 2021.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Exhibit Description | |
| 1.1 | Underwriting Agreement, dated March 1, 2021, by and between WillScot Mobile Mini Holdings Corp, Sapphire Holdings, S.à r.l. and Morgan Stanley & Co. LLC. | |
| 10.1 | Share Repurchase Agreement, dated February 28, 2021, by and between WillScot Mobile Mini Holdings Corp. and Sapphire Holdings, S.à r.l. | |
| 99.1 | Press Release of WillScot Mobile Mini Holdings Corp., dated March 1, 2021. | |
| 99.2 | Press Release of WillScot Mobile Mini Holdings Corp., dated March 1, 2021. | |
| 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: March 4, 2021 | By: | /s/ Christopher J. Miner |
| Name: Christopher J. Miner | ||
| Title: Executive Vice President & Chief Legal Officer |