UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 28, 2023 (September 25, 2023 )
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address, including zip code, of principal executive offices)
(480 ) 894-6311
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
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On September 25, 2023, Williams Scotsman, Inc., a Maryland corporation (“WSI”) and indirect subsidiary of WillScot Mobile Mini Holdings
Corp., a Delaware corporation (the “Company”), WSI’s parent, Williams Scotsman Holdings Corp., a Delaware corporation (“Holdings”), and certain of WSI’s direct and indirect subsidiaries (together with Holdings, collectively, the “Guarantors”)
entered into an Indenture (the “Indenture”) among WSI, the Guarantors and Deutsche Bank Trust Company Americas, as trustee, governing the terms of $500 million aggregate principal amount of WSI’s 7.375% Senior Secured Notes due 2031 (the
“Notes”).
Interest and Maturity
The Notes will mature on October 1, 2031, and interest is payable on the Notes semiannually in cash in arrears on each April 1 and October
1 prior thereto. The first interest payment date for the Notes will be April 1, 2024. The Notes are fully and unconditionally guaranteed on a joint and several senior secured basis by each of the Guarantors.
Guarantees and Security
The Notes are unconditionally guaranteed on a senior secured basis by the Guarantors. The Company is not a guarantor of the Notes. WSI
and the Guarantors are borrowers or guarantors under a senior secured asset-based revolving credit facility (as amended, restated, supplemented or otherwise modified from time to time, the “ABL Facility”) by and among WSI, the Guarantors, Bank of
America, N.A., as administrative agent and collateral agent, and the other lenders named therein. To the extent the lenders under the ABL Facility release any Guarantor’s guarantee of the obligations in respect of the ABL Facility, such Guarantor
will also be released from its guarantee obligations in respect of the Notes. The Notes and the guarantees of the Notes by the Guarantors are secured by a second-priority security interest in substantially all of the assets of WSI and the
Guarantors (subject to customary exclusions).
Optional Redemption
At any time prior to October 1, 2026, WSI may redeem up to 40% of the aggregate principal amount of the outstanding
Notes with an amount equal to proceeds from any equity offering at a redemption price equal to 107.375% plus accrued and unpaid interest, if any, to but not including the redemption date.
In addition, at any time prior to October 1, 2026, WSI may redeem up to 10% of the aggregate principal amount of the outstanding Notes during each
12-month period commencing with the issue date at a redemption price in cash equal to 103% of their outstanding principal amount, plus accrued and unpaid interest, if any, to but not including the redemption date. At any time prior to October 1,
2026, WSI may redeem all or part of the Notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium and accrued and unpaid interest.
On and after October 1, 2026, WSI may redeem the Notes, in whole or in part, at the redemption prices expressed as percentages of principal amount of
the Notes to be redeemed set forth below plus accrued and unpaid interest to but not including the applicable redemption date, subject to the holders’ right to receive interest due on an interest payment date falling on or prior to the redemption
date, if redeemed during the twelve-month period beginning on October 1 of each of the years set forth below.
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Year
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Redemption Price
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2026
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103.688
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%
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2027
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101.844
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%
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2028 and thereafter
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100.000
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%
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Change of Control
Upon the occurrence of a Change of Control (as defined in the Indenture), WSI will be required to make an offer to repurchase all or any part (equal
to $2,000 or an integral multiple of $1,000 in excess thereof) of each holder’s Notes at a price in cash equal to 101% of the principal amount of the Notes tendered, plus any accrued and unpaid interest to the date of purchase.
Certain Covenants
The Indenture restricts WSI’s ability and the ability of certain of its subsidiaries to: (i) incur or guarantee additional debt or issue certain
types of equity interests; (ii) pay dividends or distributions on, or redeem, repurchase or repurchase its capital stock; (iii) transfer or sell assets; (iv) make certain investments; (v) incur liens; (vi) enter into agreements that restrict
dividends or other payments from its Restricted Subsidiaries (as defined in the Indenture) to WSI or any Restricted Subsidiary; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) enter into transactions with
affiliates; (ix) enter into any sale and leaseback transactions; and (x) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications. At any time when the Notes are rated investment grade by
at least two of Moody’s Investors Service, Inc., Fitch Ratings, Inc. or Standard & Poor’s Rating Services, a division of the McGraw Hill Companies, Inc., many of these covenants will terminate.
Events of Default
The Indenture provides that each of the following is an Event of Default:
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default in the payment when due of the principal of, or premium, if any, on the Notes;
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default for 30 days in the payment when due of interest on the Notes;
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failure by WSI to comply with its obligations to offer to purchase or purchase notes when required pursuant to the change of control or asset sale provisions of the Indenture or its failure to comply with the covenant relating to merger,
consolidation or sale of assets;
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any Note Guarantee (as defined in the Indenture) of any Significant Subsidiary (as defined in the Indenture) (or any group of Restricted Subsidiaries (as defined in the Indenture) that, taken together, would constitute a Significant
Subsidiary) is held to be unenforceable or invalid in a judicial proceeding or is denied or disaffirmed by any person acting on behalf of any Guarantor;
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failure by WSI for 120 days after notice to comply with its reporting obligations under the Indenture;
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failure by WSI for 60 days after notice to comply with any of the other agreements in the Indenture;
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payment defaults with respect to other indebtedness of WSI and any of its Restricted Subsidiaries and certain accelerations with respect to other indebtedness of WSI and its Restricted Subsidiaries in the aggregate principal amount of
100.0 million or more;
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failure by WSI or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) to pay certain final judgments aggregating in excess
of $100.0 million, which are not covered by indemnities or third-party insurance, which judgments are not paid, discharged, vacated or stayed for a period of 60 consecutive days; and
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certain events of bankruptcy or insolvency with respect to WSI or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary).
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| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information included, or incorporated by reference, in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01 |
Financial Statements and Exhibits
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| (d) |
Exhibits.
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Exhibit No.
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Description
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Indenture, dated as of September 25, 2023, by and among WSI, the Guarantors and Deutsche Bank Trust Company Americas, as trustee.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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WillScot Mobile Mini Holdings Corp.
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Date: September 28, 2023
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By:
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/s/ Hezron Timothy Lopez
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Name: Hezron Timothy Lopez
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Title: Executive Vice President, Chief Legal & Compliance Officer & ESG
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