S-4/A 1 v476577_s4a.htm S-4/A

As filed with the United States Securities and Exchange Commission on October 11, 2017

Registration No. 333-220356

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



 

Amendment No. 1 to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



 

DOUBLE EAGLE ACQUISITION CORP.*

(Exact Name of Registrant as Specified in its Charter)



 

   
Cayman Islands*   6770   N/A
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067
(310) 209-7280

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)



 

Eli Baker
Vice President, General Counsel and Secretary
2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067
(310) 209-7280

(Name, address, including zip code, and telephone number, including area code, of agent for service)



 

Copies to:

 
Joel L. Rubinstein
Jonathan P. Rochwarger
Elliott M. Smith
Winston & Strawn LLP
200 Park Avenue
New York, New York 10166
(212) 294-6700
  William F. Schwitter
Jeffrey J. Pellegrino
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 610-6300


 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the business combination described in the enclosed Proxy Statement/Prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

   
Large accelerated filer o   Accelerated filer x   Non-accelerated filer o
Smaller reporting company o   Emerging growth company x   (Do not check if a smaller reporting 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 7(a)(2)(B) of the Securities Act. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

* Prior to the consummation of the business combination described herein, the Registrant intends to effect a deregistration under the Cayman Islands Companies Law (2016 Revision) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. In connection with the business combination, the Registrant intends to change its name to Williams Scotsman Corporation.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 


 
 

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the United States Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED OCTOBER 11, 2017

DOUBLE EAGLE ACQUISITION CORP.

A Cayman Islands Exempted Company
(Company Number 301315)
2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067
 
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON              , 2017

TO THE SHAREHOLDERS OF DOUBLE EAGLE ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “general meeting”) of Double Eagle Acquisition Corp., a Cayman Islands exempted company, company number 301315 (“Double Eagle,” the “Company,” “we,” “us” or “our”), will be held at      Eastern Time, on            , 2017, at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York 10166. You are cordially invited to attend the meeting, which will be held for the following purposes:

(a) Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution and adopt the stock purchase agreement, dated as of August 21, 2017, as amended on September 6, 2017 and as may be further amended from time to time (the “Stock Purchase Agreement”), by and among the Company, Williams Scotsman Holdings Corp., a Delaware corporation and a wholly owned subsidiary of the Company (the “Holdco Acquiror,” and, together with the Company, the “Acquirors”), Algeco Scotsman Global S.à r.l., a Luxembourg société à responsabilité limitée (“Algeco Global”) and Algeco Scotsman Holdings Kft., a Hungarian limited liability company (together with Algeco Global, the “Sellers”), pursuant to which the Holdco Acquiror will purchase from the Sellers all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Williams Scotsman common stock”), of Williams Scotsman International, Inc., a Delaware corporation (“WSII” and after giving effect to the carve-out transaction discussed herein, “Williams Scotsman”) (the transactions contemplated by the Stock Purchase Agreement, the “business combination” and such proposal, the “business combination proposal”);
(b) Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution, assuming the business combination proposal is approved and adopted, the change of Double Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “domestication” and such proposal, the “domestication proposal”);
(c) The Organizational Documents Proposals — to consider and vote upon three separate proposals (which we refer to, collectively, as the “organizational documents proposals”) to approve by special resolution, assuming the domestication proposal is approved and adopted, the following material differences between the current amended and restated memorandum and articles of association of Double Eagle (the “Existing Organizational Documents”) and the proposed new certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed Bylaws,” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of Williams Scotsman Corporation, the post-domestication company (“WSC”):
(1) Proposal No. 3 — Organizational Documents Proposal A — to approve the provision in the Proposed Charter changing the authorized share capital from $40,100 divided into 380,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), 20,000,000 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), and 1,000,000 preferred shares, par value $0.0001 per share (“preferred shares”), to authorized capital stock of 401,000,000 shares, consisting of 400,000,000 shares of common stock, par value $0.0001 per share of WSC (“WSC common stock”) and 1,000,000 shares of preferred stock (we refer to this as “organizational documents proposal A”);
(2) Proposal No. 4 — Organizational Documents Proposal B — to approve the provision in the Proposed Bylaws authorizing that only the board of directors, chairperson of the board of directors or the chief executive officer may call a meeting of stockholders (we refer to this as “organizational documents proposal B”);


 
 

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(3) Proposal No. 5 — Organizational Documents Proposal C — to approve all other changes in connection with the replacement of the current amended and restated memorandum and articles of association of Double Eagle with the proposed new certificate of incorporation and bylaws of WSC as part of the domestication, including, among other things, (i) changing the post-domestication corporate name from “Double Eagle Acquisition Corp.” to “Williams Scotsman Corporation” and making WSC’s corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iii) granting a waiver regarding corporate opportunities to WSC’s non-employee directors and (iv) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which Double Eagle’s board of directors believe are necessary to adequately address the needs of WSC after the business combination (we refer to this as “organizational documents proposal C”).
(d) Proposal No. 6 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution, assuming the business combination proposal, the domestication proposal and the organizational documents proposals are approved and adopted, for the purposes of complying with the applicable listing rules of The NASDAQ Stock Market (“NASDAQ”), the issuance of shares of WSC common stock (i) to a newly formed entity controlled by funds managed by TDR Capital LLP, certain of its affiliates, co-investors or syndicates (collectively, the “TDR Investor” or “TDR”) in a private placement (the “Private Placement”) at the closing of the business combination (the “Closing”), (ii) to the TDR Investor following the closing of the business combination, pursuant to the terms of the Equity Commitment Letter (as defined herein) and (iii) to the Sellers, pursuant to the terms of the Exchange Agreement (as defined herein), in each case, as described in the accompanying proxy statement/prospectus (we refer to this proposal as the “stock issuance proposal”);
(e) Proposal No. 7 — The Incentive Award Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, assuming the business combination proposal, the domestication proposal, the organizational documents proposals and stock issuance proposal are approved and adopted, the Williams Scotsman Corporation 2017 Incentive Award Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (we refer to this proposal as the “incentive award plan proposal” and, collectively with the business combination proposal, the domestication proposal, the organizational documents proposals and the stock issuance proposal, the “condition precedent proposals”); and
(f) Proposal No. 8 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the general meeting, any of the condition precedent proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Stock Purchase Agreement is not satisfied or waived (we refer to this proposal as the “adjournment proposal”).

These items of business are described in the accompanying proxy statement/prospectus, which we urge you to read in its entirety before voting.

Only holders of record of Double Eagle’s Class A ordinary shares and Class B ordinary shares (collectively, “ordinary shares”) at the close of business on            , 2017 are entitled to notice of and to vote and have their votes counted at the general meeting and any adjournment of the general meeting.

We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the general meeting and at any adjournment of the general meeting. Whether or not you plan to attend the general meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”


 
 

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After careful consideration, Double Eagle’s board of directors has determined that each of the business combination proposal, the domestication proposal, the organizational documents proposals, the stock issuance proposal, the incentive award plan proposal and the adjournment proposal are in the best interests of Double Eagle and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of Double Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Double Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Double Eagle’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion.

Under the Stock Purchase Agreement, the approval of each of the condition precedent proposals is a condition to the consummation of the business combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The adjournment proposal is not conditioned on the approval of any other proposal. If our shareholders do not approve each of the condition precedent proposals, the business combination may not be consummated.

In connection with our initial public offering, our initial shareholders (consisting of Double Eagle Acquisition LLC, a Delaware limited liability company (our “Sponsor”), Harry E. Sloan and our independent directors at the time of our initial public offering) entered into letter agreements to vote their Class B ordinary shares purchased prior to our initial public offering (“founder shares”), as well as any Class A ordinary shares sold by us in our initial public offering (“public shares”) purchased by them during or after our initial public offering, in favor of the business combination proposal and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the date hereof, our initial shareholders own 20.0% of our total outstanding ordinary shares.

Pursuant to Double Eagle’s amended and restated memorandum and articles of association, a holder of public shares (“public shareholder(s)”) may request that Double Eagle redeem all or a portion of its public shares (which would become shares of WSC common stock in the domestication) for cash if the business combination is consummated. For the purposes of Article 49.3 of the amended and restated memorandum and articles of association of Double Eagle and the Cayman Islands Companies Law (2016 Revision), the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in the accompanying proxy statement/prospectus shall be interpreted accordingly. You will be entitled to receive cash for any public shares to be redeemed only if you:

(i) (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to 5:00 p.m., Eastern Time, on            , 2017, (a) submit a written request to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent (the “transfer agent”), that Double Eagle redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares (which would become shares of WSC common stock in the domestication) and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our initial public offering (the “trust account”), calculated as of two


 
 

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business days prior to the consummation of the business combination, including interest, less income taxes payable, divided by the number of then outstanding public shares. For illustrative purposes, as of June 30, 2017, this would have amounted to approximately $10.05 per public share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Under the Stock Purchase Agreement, the Holdco Acquiror will purchase from the Sellers, and the Sellers will sell to the Holdco Acquiror, in each case, on a pro rata basis in accordance with each Seller’s respective ownership of Williams Scotsman common stock, par value $0.01 per share (“Williams Scotsman common stock”), all of the issued and outstanding shares of Williams Scotsman common stock, for an aggregate purchase price of $1.1 billion (which amount is inclusive of the amounts required to pay third party and intercompany indebtedness as of the closing), of which $1.0215 billion will be paid in cash (the “Cash Consideration”) to the Sellers and directly to repay indebtedness of Williams Scotsman as contemplated by the Stock Purchase Agreement, and the remaining $78.5 million will be paid to the Sellers, on a pro rata basis, in the form of common stock of the Holdco Acquiror (the “Stock Consideration”) representing a 10% equity interest in the Holdco Acquiror. The Cash Consideration is expected to be funded from (i) gross debt financing proceeds of at least $490 million from secured debt financing commitments of $900 million in the aggregate, (ii) an equity investment by the TDR Investor in an amount equal to the Closing Date Commitment (as defined below) and (iii) cash in the Company’s trust account of at least $250 million and up to $500 million.

The consummation of the business combination is conditioned upon, among other things, the Company receiving gross proceeds of at least $490 million of debt financing and an equity investment in an amount equal to the Closing Date Commitment, approval by the Company’s shareholders of the Stock Purchase Agreement, the business combination and certain other actions related thereto, the consummation of a restructuring transaction relating to Williams Scotsman pursuant to which certain assets of WSII related to the remote accommodation business in the United States and Canada (Target Logistics) of Algeco Scotsman Global S.à r.l. (collectively with its subsidiaries, the “Algeco Group”) will be transferred to the Sellers or their affiliates (the “Carve-Out Transaction”), the availability of at least $250 million of cash in the Company’s trust account, after giving effect to redemptions of public shares, if any, the Company having at least $125 million of cash on a pro forma basis after giving effect to the consummation of the business combination and the other transactions contemplated thereby, and the receipt of consent from the existing lenders of the Sellers and certain of their affiliates. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Stock Purchase Agreement.”

In order to finance a portion of the Cash Consideration payable in the business combination and the costs and expenses incurred in connection therewith, (i) the Company entered into an equity commitment letter with the TDR Investor (the “Equity Commitment Letter”) and (ii) the Holdco Acquiror entered into an amended and restated debt commitment letter (the “Debt Commitment Letter”) with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), Deutsche Bank AG, Canada Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank AG, New York Branch, Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc., Goldman Sachs Lending Partners LLC, Credit Suisse AG, Credit Suisse Securities (USA) LLC and ING Capital LLC (collectively, the “Commitment Parties”). Pursuant to the terms of the Equity Commitment Letter, the TDR Investor has committed to purchase, or cause the purchase


 
 

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of, shares of WSC common stock at a cash purchase price of $9.60 per share in an amount necessary to fund the Cash Consideration and the expenses relating to the business combination, as agreed to by the parties, after taking into account the debt financing proceeds and the trust account proceeds that are available to the Company (the “Closing Date Commitment”), which amount shall not exceed $500 million. In addition, following the Closing, if requested by WSC in connection with certain qualifying acquisitions, for a period of time following closing, on the terms and subject to the conditions set forth in the Equity Commitment Letter, the TDR Investor has committed to purchase, or cause the purchase of, additional shares of WSC common stock at a cash purchase price of $10.00 per share in an amount equal to the difference between $500 million and the amount of the Closing Date Commitment (the “Post-Closing Commitment”), which amount, together with the Closing Date Commitment, shall not exceed $500 million. Pursuant to the terms of the Debt Commitment Letter, the Commitment Parties committed to make available to the Holdco Acquiror, at closing, a senior secured revolving credit facility in the aggregate principal amount of $600 million (the “ABL Facility”) and, to the extent the Holdco Acquiror does not receive at least $300 million of gross proceeds from the issuance of senior secured notes on the Closing Date, $300 million (minus the amount of gross proceeds from the issuance of senior secured notes on or prior to the Closing Date) aggregate principal amount of increasing rate loans (the “Bridge Loans”).

In connection with the closing of the business combination, the Sellers and the Acquirors will enter into an exchange agreement pursuant to which the shares of the Holdco Acquiror issued to the Sellers as the Stock Consideration will be exchangeable for newly issued shares of WSC common stock in a private placement transaction. The Sellers and the Acquirors will enter into a shareholders agreement setting forth certain rights and obligations of the Sellers as minority shareholders of the Holdco Acquiror. In addition, our Sponsor and Harry E. Sloan (together with the Sponsor, the “Founders”) will deposit into escrow their founder shares pursuant to an earnout agreement to be entered into at the Closing (the “Earnout Agreement”) and agree to a lock-up of their warrants that are exercisable for shares of WSC common stock (the “founder warrants”). Pursuant to the Earnout Agreement, the founder shares and the founder warrants will be released from escrow to the Founders and/or transferred to the TDR Investor upon the achievement of certain earnout targets. Upon the expiration of the three year earnout period, any founder shares remaining in escrow that were not released in accordance with the Earnout Agreement will be transferred to the Company for cancellation. WSC, the TDR Investor, A/S Holdings, and certain other parties named therein will enter into an amended and restated registration rights agreement providing the initial investors, the TDR Investor and A/S Holdings with certain demand, shelf and piggyback registration rights covering all shares of WSC common stock owned by each holder. The Founders, the TDR Investor and WSC also will enter into a nominating agreement pursuant to which the TDR Investor and the Founders will have the right to nominate directors for election based on a percentage of beneficial ownership of the shares they purchased pursuant to any Subscription Agreement and the Equity Commitment Letter. The parties will enter into certain other ancillary agreements, including a transition services agreement and an IP services agreement pursuant to which the Sellers and the Acquirors will provide the other parties with certain transition services for a specified period of time following the closing of the business combination.

All Double Eagle shareholders are cordially invited to attend the general meeting in person. To ensure your representation at the general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record holding ordinary shares, you may also cast your vote in person at the general meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on the proposals because such action would not count as a vote cast at the general meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the general meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related


 
 

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transactions and each of the proposals. We urge you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing Double Eagle.info@morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors,

           , 2017



Jeff Sagansky
President and Chief Executive Officer

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL NOT BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of the Stock Purchase Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.


 
 

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the United States Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED OCTOBER 11, 2017

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
DOUBLE EAGLE ACQUISITION CORP.



 

PROSPECTUS FOR
4,639,794 UNITS (EACH UNIT COMPRISING ONE SHARE OF COMMON STOCK AND ONE
WARRANT TO PURCHASE ONE-HALF OF ONE SHARE OF COMMON STOCK),
57,564,535 SHARES OF COMMON STOCK, AND
64,860,206 WARRANTS TO PURCHASE 32,430,103 SHARES OF COMMON STOCK,
IN EACH CASE, OF DOUBLE EAGLE ACQUISITION CORP. (AFTER ITS DOMESTICATION
AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), THE CONTINUING
ENTITY FOLLOWING THE DOMESTICATION (WHICH WILL BE RENAMED WILLIAMS
SCOTSMAN CORPORATION IMMEDIATELY AFTER CONSUMMATION OF THE BUSINESS COMBINATION)



 

The board of directors of Double Eagle Acquisition Corp., a Cayman Islands exempted company (“Double Eagle,” the “Company,” “we,” “us” or “our”), has unanimously approved the stock purchase agreement, dated as of August 21, 2017, as amended on September 6, 2017 and as may be further amended from time to time (the “Stock Purchase Agreement”), by and among the Company, Williams Scotsman Holdings Corp., a Delaware corporation and a wholly owned subsidiary of the Company (the “Holdco Acquiror,” and, together with the Company, the “Acquirors”), Algeco Scotsman Global S.à r.l., a Luxembourg société à responsabilité limitée (“Algeco Global”) and Algeco Scotsman Holdings Kft., a Hungarian limited liability company (together with Algeco Global, the “Sellers”), pursuant to which the Holdco Acquiror will purchase from the Sellers all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Williams Scotsman common stock”), of Williams Scotsman International, Inc., a Delaware corporation (“WSII,” and together with its subsidiaries, “Williams Scotsman”) (the transactions contemplated by the Stock Purchase Agreement, the “business combination”).

As described in this proxy statement/prospectus, Double Eagle’s shareholders are being asked to consider and vote upon (among other things) the business combination, which includes the change of Double Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “domestication”). The continuing entity following the domestication will be renamed Williams Scotsman Corporation (“WSC”).

Under the Stock Purchase Agreement, the Holdco Acquiror will purchase from the Sellers, and the Sellers will sell to the Holdco Acquiror, in each case, on a pro rata basis in accordance with each Seller’s respective ownership of Williams Scotsman common stock, all of the issued and outstanding shares of Williams Scotsman common stock, for an aggregate purchase price of $1.1 billion (which amount is inclusive of the amounts required to pay third party and intercompany indebtedness as of the closing), of which $1.0215 billion will be paid in cash (the “Cash Consideration”) to the Sellers and directly to repay indebtedness of Williams Scotsman as contemplated by the Stock Purchase Agreement, and the remaining $78.5 million will be paid to the Sellers, on a pro rata basis, in the form of common stock of the Holdco Acquiror (the “Stock Consideration”) representing a 10% equity interest in the Holdco Acquiror. The Cash Consideration is expected to be funded from (i) gross debt financing proceeds of at least $490 million from secured debt financing commitments of $900 million in the aggregate, (ii) an equity investment by the TDR Investor in an amount equal to the Closing Date Commitment (as defined below) and (iii) cash in the Company’s trust account of at least $250 million and up to $500 million.

On the effective date of the domestication, the currently issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Double Eagle (“Class B ordinary shares”) will automatically convert by operation of law, on a one-for-one basis, into Class A ordinary shares. Immediately thereafter, the currently issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Double Eagle (“Class A ordinary shares”) will automatically convert by operation of law, on a one-for-one basis, into shares of common stock, par value $0.0001 per share, of WSC (“WSC common stock”) in accordance with the terms of the certificate of incorporation of WSC to be filed with the Secretary of State of the State of Delaware (the “WSC Charter”).

Accordingly, this proxy statement/prospectus covers the following securities of WSC to be issued in the domestication: (i) 4,639,794 units of (each unit including one share of WSC common stock and one warrant to purchase one-half of one share of WSC common stock), (ii) 57,564,535 shares of WSC common stock and (iii) 64,860,206 warrants to acquire shares of WSC common stock.


 
 

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Double Eagle’s units, Class A ordinary shares and public warrants are currently listed on The NASDAQ Capital Market (“NASDAQ”) under the symbols “EAGLU,” “EAGL” and “EAGLW,” respectively. Double Eagle has applied to continue the listing of the WSC common stock and public warrants effective upon the consummation of the business combination, on NASDAQ under the proposed symbols “WSC” and “WSCW,” respectively.

This proxy statement/prospectus provides you with detailed information about the business combination and other matters to be considered at the general meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 41 of this proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus, passed upon the fairness of the Stock Purchase Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated            , 2017, and is first being mailed to Double Eagle shareholders on or about            , 2017.


 
 

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References to Additional Information     1  
Cautionary Statement Regarding Forward-Looking Statements     2  
Questions and Answers about the Proposals     4  
Summary of the Proxy Statement/Prospectus     18  
Selected Historical Financial Information of Double Eagle     32  
Selected Historical Financial Information of WSII     34  
Selected Unaudited Pro Forma Condensed Combined Financial Information     37  
Comparative Per Share Data     38  
Market Price and Dividend Information     39  
Risk Factors     41  
Extraordinary General Meeting     65  
The Business Combination Proposal     71  
The Domestication Proposal     113  
The Organizational Documents Proposals     116  
The Stock Issuance Proposal     121  
The Incentive Award Plan Proposal     124  
The Adjournment Proposal     131  
Unaudited Pro Forma Condensed Combined Financial Information     132  
Comparison of Corporate Governance and Shareholder Rights     145  
Other Information Related To Double Eagle     147  
Double Eagle’s Management’s Discussion and Analysis of Financial Condition and Results of Operations     156  
Business of Williams Scotsman     160  
WSII’s Management’s Discussion and Analysis of Financial Condition and Results of Operations     179  
Indebtedness     205  
Management of WSC Following the Business Combination     208  
Beneficial Ownership of Securities     217  
Certain Relationships and Related Person Transactions     219  
Description of Securities     228  
Securities Act Restrictions on Resale of Common Stock     237  
U.S. Federal Income Tax Considerations     238  
Appraisal Rights     247  
Shareholder Proposals and Nominations     247  
Shareholder Communications     249  
Legal Matters     249  
Experts     249  
Delivery of Documents to Shareholders     251  
Enforceability of Civil Liability     251  
Where You Can Find More Information; Incorporation by Reference     251  
Index to Financial Statements     F-1  

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning Double Eagle, without charge, by written request to Eli Baker, Double Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los Angeles, CA 90067, or by telephone request at (310) 209-7280; or Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing Double Eagle.info@morrowsodali.com, or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the general meeting of Double Eagle to be held on            , 2017, you must request the information no later than [five business days] prior to the date of the general meeting, by            , 2017.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement/prospectus and in any document incorporated by reference herein that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement/prospectus in relation to WSII and Williams Scotsman has been provided by WSII and Williams Scotsman and its management, and forward-looking statements include statements relating to WSII’s and Williams Scotsman’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference herein may include, for example, statements about:

our ability to complete the business combination, or, if we do not consummate the business combination, any other initial business combination;
satisfaction of conditions to the business combination, including the Company receiving gross proceeds of at least $490 million of debt financing and an equity investment in an amount equal to the Closing Date Commitment (as defined below), the availability of at least $250 million of cash in the Company’s trust account, after giving effect to redemptions of public shares, if any, and the availability of at least $125 million of cash on a pro forma basis after giving effect to the consummation of the business combination and the other transactions contemplated hereby;
the occurrence of any event, change or other circumstances that could give rise to the termination of the Stock Purchase Agreement;
the ability to obtain and/or maintain the listing of our common stock on NASDAQ following the business combination;
our ability to raise financing in the future;
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the business combination, as a result of which they would then receive expense reimbursements;
our potential ability to obtain financing to complete the business combination;
our public securities’ potential liquidity and trading;
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
factors relating to the business, operations and financial performance of Williams Scotsman, including:
its ability to effectively compete in the modular space and portable storage industry;
its reliance on third party manufacturers and suppliers;
its ability to successfully acquire and integrate new operations;
its inability to recognize deferred tax assets and tax loss carryforwards;
its ability to meet its debt service requirements and obligations;
market conditions and global and economic factors beyond Williams Scotsman’s control;

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factors relating to the business, operations and financial performance of WSC, including:
market conditions and global and economic conditions and other factors beyond WSC’s control;
intense competition and competitive pressures from other companies worldwide in the industries in which WSC operates;
litigation and the ability to adequately protect WSC’s intellectual property rights; and
other factors detailed under the section entitled “Risk Factors”.

The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2016. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before a shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the general meeting, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Double Eagle, Williams Scotsman, or, following the consummation of the business combination, WSC.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q: Why am I receiving this proxy statement/prospectus?
A: Double Eagle is proposing to consummate a business combination with Williams Scotsman. Double Eagle and the Sellers have entered into the Stock Purchase Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Stock Purchase Agreement, as amended, is attached to this proxy statement/prospectus as Annex A. Double Eagle urges its shareholders to read the Stock Purchase Agreement in its entirety. The Stock Purchase Agreement, among other things, provides for the purchase by the Holdco Acquiror, a wholly-owned subsidiary of Double Eagle, from the Sellers and sale by the Sellers to the Holdco Acquiror, in each case, on a pro rata basis in accordance with each Seller’s respective ownership percentage, of all of the issued and outstanding shares of Williams Scotsman common stock, which is referred to, along with the other transactions contemplated by the Stock Purchase Agreement, as the “business combination.”

Consummation of the business combination requires the approval of shareholders holding a majority of the ordinary shares voting at a general meeting that is being called by Double Eagle.

Under the Stock Purchase Agreement, Double Eagle will domesticate as a Delaware corporation. On the effective date of the domestication, the currently issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Double Eagle (“Class B ordinary shares”) will automatically convert by operation of law, on a one-for-one basis, into Class A ordinary shares. Immediately thereafter, the currently issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Double Eagle (“Class A ordinary shares”) will automatically convert by operation of law, on a one-for-one basis, into shares of common stock, par value $0.0001 per share, of WSC (“WSC common stock”) in accordance with the terms of the certificate of incorporation of WSC to be filed with the Secretary of State of the State of Delaware (the “WSC Charter”).

The provisions of the WSC Charter will differ materially from those of Double Eagle’s current amended and restated memorandum and articles of association. Please see “Questions and Answers About the Proposals — What amendments will be made to the Existing Organizational Documents of Double Eagle” below.

After the effectiveness of the domestication and before the closing of the business combination, each outstanding unit of WSC (each of which consists of one share of WSC common stock and one warrant to purchase one-half of one share of WSC common stock) will be separated into its component common stock and warrant.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q: Why is Double Eagle proposing the business combination?
A: Double Eagle was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

Founded more than 60 years ago, Williams Scotsman is a specialty rental services market leader providing modular space and portable storage solutions to diverse end markets across North America. Operating through its branch network of over 90 locations in the United States, Canada and Mexico its 1,300 employees provide high quality, cost effective modular space and portable storage solutions to a diversified client base of approximately 25,000 customers. Williams Scotsman’s products include single mobile and sales office units, multi-unit office complexes, classrooms, ground-level and stackable steel-frame office units, other specialty units and shipping containers for portable storage solutions. These products are delivered “Ready To Work” with its growing offering of value-added products and services (“VAPS”), such as the rental of steps, ramps, furniture packages, damage waivers and other amenities.

Williams Scotsman leases its modular space and portable storage units to customers in diverse end-markets, including commercial and industrial, construction, education, energy and natural resources, government, and other end-markets. To enhance its product and service offerings and its gross profit

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margin, Williams Scotsman offers delivery, installation and removal of its lease units and other VAPS. Williams Scotsman believes this comprehensive offering, combined with its industry leading customer service capabilities, differentiates it from other providers of rental and business services and is captured in its “Ready To Work” value proposition. Williams Scotsman complements its core leasing business by selling both new and used units, allowing it to leverage its scale, achieve purchasing benefits, and redeploy capital employed in its lease fleet.

See “The Business Combination Proposal — Double Eagle’s Board of Directors’ Reasons for Approval of the Business Combination.”

Q: What will WSII’s equity holders receive in return for the acquisition of Williams Scotsman by Double Eagle?
A: In accordance with the terms and subject to the conditions of the Stock Purchase Agreement, upon completion of the business combination, the Holdco Acquiror will purchase from the Sellers all of the issued and outstanding shares of Williams Scotsman common stock for an aggregate purchase price of $1.1 billion (which amount is inclusive of the amounts required to pay third party and intercompany indebtedness as of the closing), of which $1.0215 billion will be paid in cash (the “Cash Consideration”) to the Sellers and directly to repay indebtedness of Williams Scotsman as contemplated by the Stock Purchase Agreement, and the remaining $78.5 million will be paid to the Sellers, on a pro rata basis, in the form of common stock of the Holdco Acquiror (the “Stock Consideration”), representing a 10% equity interest in the Holdco Acquiror.
Q: What equity stake will current Double Eagle shareholders and the TDR Investor hold in WSC immediately after the consummation of the business combination?
A: Assuming (i) that no public shareholders exercise their redemption rights (no redemptions scenario), (ii) that the Sellers exchange all of the Holdco Acquiror shares received by them for WSC common stock on a one-for-one basis and (iii) that 21,510,417 shares are issued to the TDR Investor pursuant to the Private Placement, then upon the closing of the business combination our public shareholders would own approximately 63%, the TDR Investor would own approximately 27% and the Sellers would own approximately 10% of the total of 79,435,417 shares of issued and outstanding shares of WSC common stock (excluding 12,425,000 shares of WSC common stock to be held in escrow as of the closing and subject to release to Double Eagle Acquisition LLC, a Delaware limited liability company (our “Sponsor”) and Harry E. Sloan (together with the Sponsor, the “Founders”) and the TDR Investor in accordance with the terms of the Earnout Agreement (the “Earnout Shares”)).

Assuming (i) that holders of 25,140,605 public shares exercise their redemption rights (based $502,663,076 held in trust as of June 30, 2017 and a redemption price of $10.05 per share) (maximum redemptions scenario), (ii) that the Sellers exchange all of the Holdco Acquiror shares received by them for WSC common stock on a one-for-one basis and (iii) that 47,552,083 shares are issued to the TDR Investor pursuant to the Private Placement, then upon the closing of the business combination our public shareholders would own approximately 31%, the TDR Investor would own approximately 59% and the Sellers would own approximately 10% of the total of 80,336,479 issued and outstanding shares of WSC common stock (excluding the 12,425,000 Earnout Shares)

There are currently outstanding an aggregate of 69,500,000 warrants to acquire our Class A ordinary shares, which comprise 19,500,000 private placement warrants held by our initial shareholders and 50,000,000 public warrants. Each of our outstanding warrants is exercisable commencing 30 days following the closing of the business combination for one-half of one Class A ordinary share and, following the domestication, will entitle the holder thereof to purchase one-half of one share of WSC common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding warrant is exercised and one-half of one share of common stock is issued as a result of such exercise, with payment to the company of the exercise price of $5.75 per warrant or $11.50 per pair of warrants for one whole share, our fully-diluted share capital would increase by a total of 34,750,000 shares, with $399,625,000 paid to the company to exercise the warrants.

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Q: Why is Double Eagle proposing the domestication?
A: Our board of directors believes that there are significant advantages to WSC that will arise as a result of a change of domicile to Delaware.

Further, our board of directors believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits the shareholders, who are the owners of the corporation. The board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of Company and its shareholders, including, (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of foregoing as discussed in greater detail in the section entitled “The Domestication Proposal — Reasons for the Domestication.”

To effect the domestication, Double Eagle will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and will file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Double Eagle will be domesticated and continue as a Delaware corporation, at which time Double Eagle will change its name, in connection with the effectiveness of the business combination, to “Williams Scotsman Corporation”.

The approval of the domestication proposal is a condition to the closing of the Stock Purchase Agreement. The approval of the domestication proposal requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.

Q: What happens to the funds deposited in the trust account after consummation of the business combination?
A: A total of $500,000,000, comprised of approximately $490,250,000 of the proceeds from our initial public offering, including approximately $19,500,000 of underwriters’ deferred discount, and $9,750,000 of the proceeds of the sale of the private placement warrants were placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of June 30, 2017, there were investments and cash held in the trust account of $502,663,076 and, after giving effect to the redemptions of public shares redeemed in connection with the Extension Meeting (as defined below) on September 15, 2017, there were investments and cash held in the trust account of approximately $500,650,118. These funds will not be released until the earlier of the completion of our initial business combination or the redemption of our public shares if we are unable to complete a business combination by December 31, 2017, although we may withdraw the interest earned on the funds held in the trust account to pay income taxes.
Q: What happens if a substantial number of the public shareholders vote in favor of the business combination proposal and exercise their redemption rights?
A: Double Eagle’s public shareholders may vote in favor of the business combination and exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

However, the consummation of the business combination is conditioned upon, among other things, the items described below.

In addition, with fewer public shares and public shareholders, the trading market for WSC common stock may be less liquid than the market for Double Eagle’s ordinary shares was prior to consummation of the business combination and WSC may not be able to meet the listing standards for NASDAQ or another national securities exchange. In addition, with less funds available from the trust account, the working capital infusion from the trust account into WSC’s business will be reduced.

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Q: What conditions must be satisfied to complete the business combination?
A: Unless waived by the parties to the Stock Purchase Agreement, and subject to applicable law, the consummation of the business combination is subject to a number of conditions set forth in the Stock Purchase Agreement including, among others, the Company receiving gross proceeds of at least $490 million of debt financing and an equity investment in an amount equal to the Closing Date Commitment, approval by the Company’s shareholders of the Stock Purchase Agreement, the business combination and certain other actions related thereto, the consummation of a restructuring transaction relating to Williams Scotsman pursuant to which certain assets of WSII related to its remote accommodation business in the United States and Canada (Target Logistics) will be transferred to the Sellers or their affiliates (the “Carve-Out Transaction”), the availability of at least $250 million of cash in the Company’s trust account, after giving effect to redemptions of public shares, if any, the Company having at least $125 million of cash on a pro forma basis after giving effect to the consummation of the business combination and the other transactions contemplated hereby, and the receipt of consent from the existing lenders of the Sellers and certain of their affiliates. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Stock Purchase Agreement.”
Q: What happens if the business combination is not consummated?
A: If we are not able to complete the business combination by December 31, 2017, we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the trust account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.
Q: When do you expect the business combination to be completed?
A: It is currently anticipated that the business combination will be consummated promptly following the Double Eagle general meeting, which is set for            , 2017; however, such meeting could be adjourned if the adjournment proposal is adopted by our shareholders at the general meeting and we elect to adjourn the general meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the general meeting, each of the condition precedent proposals has not been approved. For a description of the conditions for the completion of the business combination, see “The Stock Purchase Agreement — Conditions to the Closing of the Business Combination.”
Q: What proposals are shareholders being asked to vote upon?
A: Under the Stock Purchase Agreement, the approval of the business combination proposal, the domestication proposal, the organizational documents proposals, the stock issuance proposal and the incentive award plan proposal (which we sometimes refer to as the “condition precedent proposals”) are conditions to the consummation of the business combination. If our public shareholders do not approve each of the condition precedent proposals, then the business combination may not be consummated.

In addition to the foregoing proposals, the shareholders also may be asked to consider and vote upon a proposal to adjourn the general meeting to a later date or dates to permit further solicitation and vote of proxies if (i) based upon the tabulated vote at the time of the general meeting, each of the condition precedent proposals has not been approved and/or (ii) Double Eagle determines that one or more of the closing conditions under the Stock Purchase Agreement has not been satisfied. See “The Adjournment Proposal.”

Double Eagle will hold the general meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the business combination and the other matters to be acted upon at the general meeting. Shareholders should read it carefully.

After careful consideration, Double Eagle’s board of directors has determined that the business combination proposal, the domestication proposal, each of the organizational documents proposals, the stock issuance proposal, the incentive award plan proposal and the adjournment proposal are in the

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best interests of Double Eagle and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of Double Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Double Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal —  Interests of Double Eagle’s Directors and Officers in the Business Combination” for a further discussion.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q: What amendments will be made to the Existing Organizational Documents of Double Eagle?
A: The consummation of the business combination is conditioned, among other things, on the domestication of Double Eagle to Delaware. Accordingly, in addition to voting on the business combination, Double Eagle’s shareholders also are being asked to consider and vote upon a proposal to (i) approve a change of Double Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, which is referred to as the “domestication,” and replace the current amended and restated memorandum and articles of association (the “Existing Organizational Documents”) of Double Eagle under the Cayman Islands Companies Law (2016 Revision) (the “Cayman Islands Companies Law”) with a new certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of WSC, in each case, under the Delaware General Corporation Law (the “DGCL”), which differ materially from the Existing Organizational Documents in the following respects:

   
  Existing Organizational Documents   Proposed Organizational Documents
Authorized Capital Stock
(Organizational Documents Proposal A)
  The Existing Organizational Documents provide for share capital of $40,100 divided into 380,000,000 Class A ordinary shares of a par value of $0.0001 each, 20,000,000 Class B ordinary shares of a par value of $0.0001 each and 1,000,000 preferred shares of a par value of $0.0001 each.
See paragraph 5 of the Existing Organizational Documents.
  The Proposed Organizational Documents provide for authorization to issue 401,000,000 shares, consisting of 400,000,000 shares of common stock, par value of $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share.
See Article V of the Proposed Charter.
Ability of Stockholder to
Call a Special Meeting

(Organizational Documents Proposal B)
  The Existing Organizational Documents provide that the board of directors shall, on a shareholders’ requisition, proceed to convene an extraordinary general meeting of Double Eagle, provided that the requesting shareholder holds not less than 10% in par value of the issued shares entitled to vote at a general meeting.
See Article 20.3 of the Existing Organizational Documents.
  The Proposed Organizational Documents do not permit the stockholders of WSC to call a special meeting.
See Article 1.3 of the Proposed Bylaws.
Corporate Name
(Organizational Documents Proposal C)
  The Existing Organizational Documents provide the name of the company is “Double Eagle Acquisition Corp.”
See paragraph 1 of the Existing Organizational Documents.
  The Proposed Organizational Documents provide the new name of the corporation to be “Williams Scotsman Corporation”.
See Article I of the Proposed Charter.

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  Existing Organizational Documents   Proposed Organizational Documents
Perpetual Existence
(Organizational Documents Proposal C)
  The Existing Organizational Documents provide that if we do not consummate a business combination (as defined in our Existing Organizational Documents) by December 31, 2017 (as amended by a special resolution of the shareholders passed on September 15, 2017), Double Eagle shall cease all operations except for the purposes of winding up and shall redeem the shares issued in our initial public offering and liquidate our trust account.
See Article 49 of the Existing Organizational Documents.
  The Proposed Organizational Documents do not include any provisions relating to WSC’s ongoing existence, under the DGCL, WSC’s existence will be perpetual.
Exclusive Jurisdiction
(Organizational Documents Proposal C)
  The Existing Organizational Documents do not contain a provision adopting an exclusive forum for certain stockholder litigation.   The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation.
See Article IX of the Proposed Charter
Corporate Opportunities
(Organizational Documents Proposal C)
  The Existing Organizational Documents contain certain allowances in relation to entering into a business combination (as defined in such documents) with an affiliate of our Sponsor or our own directors or executive officers.
See Article 48 of the Existing Articles.
  The Proposed Organizational Documents grant a waiver regarding corporate opportunities to WSC’s non-employee directors, or their affiliates (although WSC does not renounce any interest or expectancy in business opportunities presented to a non-employee director solely in his or her capacity as a director).
See Article XI of the Proposed Charter.
Provisions Related to Status as
Blank Check Company

(Organizational Documents Proposal C)
  The Existing Organizational Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination.
See Article 49 of the Existing Organizational Documents.
  The Proposed Organizational Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the business combination, as we will cease to be a blank check company at such time.
Q: What material negative factors did Double Eagle’s board of directors consider in connection with the business combination?
A: Although the Double Eagle board of directors believes that the acquisition of Williams Scotsman will provide Double Eagle shareholders with an opportunity to participate in a combined company with significant growth potential, market share and iconic brands, the board of directors did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that shareholders would not approve the business combination and the risk that significant numbers of shareholders would exercise their redemption rights. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — Double Eagle’s Board of Director’s Reasons for Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risks Relating to Williams Scotsman’s Business.”
Q: How will the domestication affect my public shares, public warrants and units?
A: On the effective date of the domestication, the currently issued and outstanding Class B ordinary shares will automatically convert by operation of law, on a one-for-one basis, into Class A ordinary shares. Immediately thereafter, the currently issued and outstanding Class A ordinary shares will automatically convert by operation of law, on a one-for-one basis, into shares of WSC common stock in accordance with the terms of the WSC Charter. After the effectiveness of the domestication and before the closing of

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the business combination, each outstanding unit of WSC (each of which consists of one share of WSC common stock and one warrant to purchase one-half of one share of WSC common stock) will be separated into its component common stock and warrant. Such warrants will become exercisable any time after 30 days following the closing of the business combination.
Q: Do I have redemption rights?
A: If you are a holder of public shares, you have the right to request that Double Eagle redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the business combination proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the trust account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Our initial shareholders entered into the insider letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a business combination.

The consummation of the business combination is conditioned upon, among other things, the Company receiving at least $490 million of debt financing and an equity investment in an amount equal to the Closing Date Commitment (as defined below), approval by the Company’s shareholders of the Stock Purchase Agreement, the business combination and certain other actions related thereto, the consummation of a restructuring transaction relating to Williams Scotsman pursuant to which certain assets of WSII related to its remote accommodation business in the United States and Canada (Target Logistics) will be transferred to the Sellers or their affiliates (the “Carve-Out Transaction”), the availability of at least $250 million of cash in the Company’s trust account, after giving effect to redemptions of public shares, if any, the Company having at least $125 million of cash on a pro forma basis after giving effect to the consummation of the business combination and the other transactions contemplated hereby, and the receipt of consent from the existing lenders of the Sellers and certain of their affiliates. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Stock Purchase Agreement.”

Q: How do I exercise my redemption rights?
A: If you are a holder of public shares and wish to exercise your right to redeem your public shares, you must:
(i) (a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to 5:00 p.m., Eastern Time, on            , 2017, (a) submit a written request to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent (the “transfer agent”), that WSC redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

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The address of the transfer agent is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, directly and instruct them to do so.

Any holder of public shares will be entitled to request that their public shares (which would become shares of WSC common stock in the domestication) be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the business combination, including interest, less income taxes payable, divided by the number of then outstanding public shares. For illustrative purposes, as of June 30, 2017, this would have amounted to approximately $10.05 per public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote for or against the business combination proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the business combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, at the address listed at the end of this section.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the general meeting. If you deliver your shares for redemption to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, and later decide prior to the general meeting not to elect redemption, you may request that Double Eagle instruct its transfer agent to return the shares (physically or electronically). You may make such request by contacting Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Double Eagle’s secretary prior to the vote taken on the business combination proposal at the general meeting. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, at least two business days prior to the vote at the general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the business combination is consummated, WSC will redeem public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the business combination.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Double Eagle warrants that you may hold.

Q: If I am a holder of units, can I exercise redemption rights with respect to my units?
A: No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental Stock Transfer & Trust Company, Double Eagle’s

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transfer agent, directly and instruct them to do so. If you fail to cause your public shares to be separated and delivered to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, by 5:00 p.m., Eastern Time, on           , 2017 you will not be able to exercise your redemption rights with respect to your public shares.
Q: What are the U.S. federal income tax consequences of exercising my redemption rights?
A: We expect that a U.S. Holder that exercises its redemption rights to receive cash from the trust account in exchange for its public shares will generally be treated as selling such public shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that a U.S. Holder owns or is deemed to own (including through the ownership of WSC warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations”.

Additionally, because the domestication will occur immediately prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as a result of the domestication. The tax consequences of Section 367 of the Code are discussed more fully below under “U.S. Federal Income Tax Considerations.”

Q: Do I have appraisal rights in connection with the proposed business combination and the proposed domestication?
A: No. Neither Double Eagle shareholders nor Double Eagle warrantholders have appraisal rights in connection with the business combination or the domestication under the Cayman Islands Companies Law or under the DGCL.
Q: What are the U.S. federal income tax consequences of the domestication?
A: As discussed more fully under “U.S. Federal Income Tax Considerations” below, we believe the domestication will constitute a tax-free reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the domestication so qualifies, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) of Double Eagle ordinary shares will be subject to Section 367(b) of the Code and, as a result:
A U.S. Holder of Double Eagle ordinary shares whose Double Eagle ordinary shares have a fair market value of less than $50,000 at the time of the domestication will not recognize any gain or loss and will not be required to include any part of Double Eagle’s earnings in income;
A U.S. Holder of Double Eagle ordinary shares whose Double Eagle ordinary shares have a fair market value of $50,000 or more, but who at the time of the domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Double Eagle ordinary shares entitled to vote will generally recognize gain (but not loss) on the exchange of Double Eagle ordinary shares for WSC common stock pursuant to the domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend earnings and profits (as defined in the Treasury Regulations under Section 367) attributable to its Double Eagle ordinary shares provided certain other requirements are satisfied. Double Eagle does not expect that Double Eagle’s cumulative earnings and profits will be greater than zero at the time of the domestication.
A U.S. Holder of Double Eagle ordinary shares whose Double Eagle ordinary shares have a fair market value of $50,000 or more, and who at the time of the domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Double Eagle ordinary shares entitled to vote will generally be required to include in income as a dividend earnings and profits (as defined in the Treasury Regulations under Section 367) attributable to its Double Eagle ordinary shares provided certain other requirements are satisfied. Double Eagle does not expect that Double Eagle’s cumulative earnings and profits will be greater than zero at the time of the domestication.

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As discussed further under “U.S. Federal Income Tax Considerations” below, Double Eagle believes that it is likely treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes. In the event that Double Eagle is considered a PFIC then, notwithstanding the foregoing U.S. federal income tax consequences of the domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of Double Eagle ordinary shares for WSC common stock pursuant to the domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — Impact of PFIC Rules on Certain U.S. Holders” with respect to their Double Eagle ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the domestication, see “U.S. Federal Income Tax Considerations”.

Additionally, the domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. Holder’s WSC common stock subsequent to the domestication.

The tax consequences of the domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the domestication, see “U.S. Federal Income Tax Considerations”.

Q: What do I need to do now?
A: Double Eagle urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the business combination will affect you as a shareholder and/or warrant holder of Double Eagle. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q: How do I vote?
A: If you are a holder of record of ordinary shares on the record date, you may vote in person at the general meeting or by submitting a proxy for the general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a proxy from your broker, bank or nominee.
Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A: No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on a particular proposal.

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If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
Q: When and where will the general meeting be held?
A: The general meeting will be held at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York 10166 on            , 2017, at     , Eastern Time, unless the general meeting is adjourned.
Q: Who is entitled to vote at the general meeting?
A: Double Eagle has fixed            , 2017 as the record date. If you were a shareholder of Double Eagle at the close of business on the record date, you are entitled to vote on matters that come before the general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the general meeting.
Q: How many votes do I have?
A: Double Eagle shareholders are entitled to one vote at the general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date, there were outstanding 62,204,329 ordinary shares, of which 49,704,329 were outstanding public shares (being 50,000,000 public shares issued in our initial public offering as reduced by the redemption of 295,671 public shares in connection with the Extension).
Q: What constitutes a quorum?
A: A quorum of Double Eagle shareholders is necessary to hold a valid meeting. A quorum will be present at the Double Eagle general meeting if a majority of the outstanding shares entitled to vote at the general meeting are represented in person or by proxy. As of the record date for the general meeting, 31,102,165 ordinary shares would be required to achieve a quorum.
Q: What vote is required to approve each proposal at the general meeting?
A: The following votes are required for each proposal at the general meeting:
Business combination proposal:  The approval of the business combination proposal requires the affirmative vote for the proposal by the holders of a majority of ordinary shares who, being present and entitled to vote at the general meeting to approve the business combination proposal, vote at the general meeting.
Domestication proposal:  The approval of the domestication proposal by special resolution requires a special resolution under Cayman Islands Companies Law, being the affirmative vote for the proposal by the holders of not less than two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve the domestication proposal, vote at the general meeting.
Organizational documents proposals:  The separate approval of each of the organizational documents proposals by special resolution requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote for each of the organizational documents proposals by the holders of not less than two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve each such organizational documents proposal, vote at the general meeting.
Stock issuance proposal:  The approval of the stock issuance proposal requires the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the stock issuance proposal, vote at the general meeting.

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Incentive award plan proposal:  The approval of the incentive award plan proposal requires the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the incentive award plan proposal, vote at the general meeting.
Adjournment proposal:  The approval of the adjournment proposal requires the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the adjournment proposal, vote at the general meeting.
Q: What are the recommendations of Double Eagle’s board of directors?
A: Double Eagle’s board of directors believes that the business combination proposal and the other proposals to be presented at the general meeting are in the best interest of Double Eagle’s shareholders and unanimously recommends that its shareholders vote “FOR” the business combination proposal, “FOR” the domestication proposal, “FOR” each of the separate organizational documents proposals, “FOR” the stock issuance proposal, “FOR” the incentive award plan proposal and “FOR” the adjournment proposal, in each case, if presented to the general meeting.

The existence of financial and personal interests of Double Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Double Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. These conflicts of interest include, among others, that if we do not consummate a business combination by December 31, 2017, we may be forced to liquidate and the 12,500,000 founder shares and 19,500,000 private placement warrants owned by our initial shareholders would be worthless. See the section entitled “The Business Combination Proposal — Interests of Double Eagle’s Directors and Officers in the Business Combination” for a further discussion.

Q: How do our Sponsor and the other initial shareholders intend to vote their shares?
A: In connection with our initial public offering, our initial shareholders entered into letter agreements to vote their founder shares, as well as any public shares purchased during or after our initial public offering, in favor of our initial business combination and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the date of this proxy statement/prospectus, our initial shareholders own an aggregate of 12,500,000 ordinary shares, which in the aggregate represents 20% of our total outstanding shares on the date of this proxy statement/prospectus.
Q: May our Sponsor and the other initial shareholders purchase public shares or warrants prior to the general meeting?
A: At any time prior to the general meeting, during a period when they are not then aware of any material nonpublic information regarding Double Eagle or its securities, the Double Eagle initial shareholders, Williams Scotsman and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Double Eagle’s ordinary shares or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of that (i) the proposals presented to shareholders for approval at the general meeting are approved and/or (ii) that Double Eagle satisfy the minimum cash condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the business combination. This may result in the completion of our business combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Double Eagle initial shareholders for nominal value.

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Entering into any such arrangements may have a depressive effect on Double Eagle’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the general meeting. Moreover, any such purchases may make it less likely that holders of no more than 25 million public shares elect to redeem their public shares in connection with the business combination.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the general meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Double Eagle will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q: What happens if I sell my ordinary shares before the general meeting?
A: The record date for the general meeting is earlier than the date of the general meeting and earlier than the date that the business combination is expected to be completed. If you transfer your ordinary shares after the applicable record date, but before the general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.
Q: May I change my vote after I have mailed my signed proxy card?
A: Yes. Shareholders may send a later-dated, signed proxy card to Double Eagle’s secretary at the address set forth below so that it is received by Double Eagle’s secretary prior to the vote at the general meeting (which is scheduled to take place on            , 2017) or attend the general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Double Eagle’s secretary, which must be received by Double Eagle’s secretary prior to the vote at the general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Q: What happens if I fail to take any action with respect to the general meeting?
A: If you fail to take any action with respect to the general meeting and the business combination is approved by shareholders and consummated, you will become a shareholder and/or warrantholder of WSC. If you fail to take any action with respect to the general meeting and the business combination is not approved, you will remain a shareholder and/or warrantholder of Double Eagle. However, if you fail to take any action with respect to the general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the business combination, provided you follow the instructions in this proxy statement/prospectus for redeeming your shares.
Q: What should I do with my stock certificates, warrant certificates and/or unit certificates?
A: Double Eagle shareholders who exercise their redemption rights must deliver their stock certificates to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, (either physically or electronically) prior to 5:00 p.m., Eastern Time, on            , 2017.

Double Eagle warrantholders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.

On the effective date of the domestication, holders of Double Eagle units, common stock and warrants will receive units, common stock and warrants of WSC without needing to take any action and accordingly such holders should not submit the certificates relating to their units, common stock and warrants. In addition, after the effectiveness of the domestication and before the closing of the business

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combination, each outstanding unit of WSC (each of which consists of one share of WSC common stock and one warrant to purchase one-half of one share of WSC common stock) will be separated into its component common stock and warrant.

Q: What should I do if I receive more than one set of voting materials?
A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
Q: Who can help answer my questions?
A: If you have questions about the business combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference herein or the enclosed proxy card you should contact:

Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford CT 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400
E-mail: Double Eagle.info@morrowsodali.com

You also may obtain additional information about Double Eagle from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your ordinary shares (either physically or electronically) to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, at the address below prior to 5:00 p.m., Eastern Time, on            , 2017. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the general meeting, including the business combination, you should read this entire document carefully, including the Stock Purchase Agreement, as amended, attached as Annex A to this proxy statement/prospectus. The Stock Purchase Agreement is the legal document that governs the business combination and the other transactions that will be undertaken in connection therewith. The Stock Purchase Agreement is also described in detail in this proxy statement/prospectus in the section entitled “The Stock Purchase Agreement.”

The Parties to the Business Combination

Double Eagle Acquisition Corp.

Double Eagle is a blank check company incorporated on June 26, 2015 as a Cayman Islands exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, Double Eagle is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.

Double Eagle’s units, ordinary shares and warrants are listed on NASDAQ under the symbols “EAGLU,” “EAGL,” and “EAGLW,” respectively.

The mailing address of Double Eagle’s principal executive office is 2121 Avenue of the Stars, Suite 2300, Los Angeles, CA 90067. Its telephone number is (310) 209-7280.

The Holdco Acquiror

The Holdco Acquiror is a wholly-owned subsidiary of Double Eagle formed solely for the purpose of effecting a business combination. The Holdco Acquiror was incorporated under the laws of the State of Delaware on August 15, 2017. The Holdco Acquiror has no material assets and does not operate any business. Pursuant to the terms of the Stock Purchase Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, the Holdco Acquiror will acquire all of the outstanding shares of Williams Scotsman common stock in the business combination.

Williams Scotsman International, Inc.

Founded more than 60 years ago, Williams Scotsman is a specialty rental services market leader providing modular space and portable storage solutions to diverse end markets across North America. Operating through its branch network of over 90 locations in the United States, Canada and Mexico its 1,300 employees provide high quality, cost effective modular space and portable storage solutions to a diversified client base of approximately 25,000 customers. Williams Scotsman’s products include single mobile and sales office units, multi-unit office complexes, classrooms, ground-level and stackable steel-frame office units, other specialty units, and shipping containers for portable storage solutions. These products are delivered “Ready To Work” with its growing offering of value-added products and services (“VAPS”), such as the rental of steps, ramps, furniture packages, damage waivers, and other amenities. These turnkey solutions offer customers flexible, low-cost, and timely solutions to meet their space needs on an outsourced basis, whether short, medium or long-term. Williams Scotsman’s current modular space and portable storage lease fleet consists of over 34 million square feet of relocatable space, comprised of approximately 76,000 units. In addition to leasing, Williams Scotsman offers both new and used units for sale and provides delivery, installation and other ancillary products and services.

Prior to the completion of the proposed business combination and the other transactions contemplated by this proxy statement/prospectus, Algeco/Scotsman Holding S.á r.l., an affiliate of the Acquirors (“A/S Holdings”) expects to undertake an internal restructuring (the “Carve-Out Transaction”) in which it will transfer certain assets related to WSII’s historical remote accommodations business from WSII to other entities owned by A/S Holdings. To give effect to the impact of the Carve-Out Transaction and to differentiate the historical entity prior to the Carve-Out Transaction from the entity that will participate in the business

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combination transaction, references to “WSII” herein refer to the entity and its consolidated subsidiaries prior to the Carve-Out Transaction, as represented by the historical financial statements and the notes thereto included elsewhere in this proxy statement/prospectus. We refer to WSII and its subsidiaries following the Carve-Out Transaction, as “Williams Scotsman.”

TDR

Founded in 2002, TDR Capital LLP (“TDR Capital”) is a leading UK based private equity firm which manages funds with over €8 billion of committed capital. TDR Capital is an English Limited Liability Partnership authorized by the UK Financial Conduct Authority with registered number 216708 and acts as the manager of the TDR Investor. TDR Capital controls all of the TDR Investor’s voting rights in respect of its investments and no one else has equivalent control over the investments. Through certain of its directly and indirectly managed funds, TDR Capital manages investment funds which hold a majority interest in Algeco Scotsman Global S.à r.l. (collectively with its subsidiaries, the “Algeco Group”) which will hold a minority interest in WSC following the business combination.

Summary of the Stock Purchase Agreement

On August 21, 2017, the Company, the Acquirors and the Sellers entered into the Stock Purchase Agreement to effect the business combination transaction. Pursuant to the terms of the Stock Purchase Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, the Holdco Acquiror will acquire all of the outstanding shares of Williams Scotsman common stock from the Sellers, on a pro rata basis in accordance with each Seller’s respective ownership of Williams Scotsman common stock.

The closing of the business combination is subject to the Company’s receipt of gross proceeds of at least $490 million of debt financing and an equity investment in an amount equal to the Closing Date Commitment. The closing of the business combination is also subject to certain other conditions, including, among others, the approval of the Company’s shareholders of the Stock Purchase Agreement, the business combination and certain other actions related thereto, the availability of at least $250 million of cash in the Company’s trust account, that the Company has at least $125 million of cash on a pro forma basis after giving effect to the consummation of the business combination and the other transactions contemplated thereby, the consummation of a restructuring transaction relating to Williams Scotsman pursuant to which certain assets of WSII related to its remote accommodation business in the United States and Canada (Target Logistics) will be transferred to the Sellers or their affiliates (the “Carve-Out Transaction”), and receipt of consent from the existing lenders of the Sellers and certain of their affiliates.

The Stock Purchase Agreement may be terminated by the Sellers and the Acquirors under certain circumstances, including, among others, (i) by mutual written consent of the Sellers and the Acquirors, (ii) by either the Sellers or the Acquirors if the closing of the business combination has not occurred on or before December 19, 2017, subject to extension by mutual agreement of the parties, and (iii) by the Sellers or the Acquirors if the Company has not obtained the required approval of its shareholders. For additional information about the Stock Purchase Agreement and the business combination and other transactions contemplated thereby, see “The Business Combination Proposal — The Stock Purchase Agreement.”

Prior to and as a condition of the business combination, Double Eagle will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Law and a domestication under Section 388 of the DGCL, pursuant to which Double Eagle’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. The business combination will follow the domestication.

Business Combination Consideration

Under the Stock Purchase Agreement, the Holdco Acquiror has agreed to purchase from the Sellers, and the Sellers has agreed to sell to the Holdco Acquiror, in each case, on a pro rata basis in accordance with each Seller’s respective ownership of Williams Scotsman common stock, par value $0.01 per share (“Williams Scotsman common stock”), all of the issued and outstanding shares of Williams Scotsman common stock, for an aggregate purchase price of $1.1 billion (the “stock purchase consideration”), of which $1.0215 billion will be paid in cash (the “Cash Consideration”) and the remaining $78.5 million will be paid to the Sellers,

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on a pro rata basis, in the form of common stock of the Holdco Acquiror (the “Stock Consideration”) representing a 10% equity interest in the Holdco Acquiror. The Cash Consideration is expected to be funded from (i) gross debt financing proceeds of at least $490 million from secured debt financing commitments of $900 million in the aggregate, (ii) an equity investment by funds managed by TDR Capital LLP, certain of its affiliates, co-investors or syndicates (the “TDR Investor” or “TDR”) in an amount equal to the Closing Date Commitment (as defined below) and (iii) cash in the Company’s trust account of at least $250 million and up to $500 million.

The portion of the purchase price funded from the trust account will be adjusted by an amount equal to the aggregate amount paid to each eligible stockholder of Double Eagle who has elected to redeem all or a portion of such stockholder’s shares of Double Eagle common stock held by such stockholder at a per-share price, payable in cash, as calculated based on such stockholder’s pro rata share of the funds held in the trust account (the “Double Eagle Redemption Shares”). Prior to the closing of the business combination (the “Closing”), none of the funds held in the trust account may be used or released except for the withdrawal of interest to pay income taxes and to effectuate a share redemption of the Double Eagle Redemption Shares.

Related Agreements

In connection with the closing of the business combination, the Sellers and the Acquirors will enter into an exchange agreement pursuant to which the shares of the Holdco Acquiror issued to the Sellers as the Stock Consideration will be exchangeable for newly issued shares of WSC common stock in a private placement transaction. The Sellers and the Acquirors will enter into a shareholders agreement setting forth certain rights and obligations of the Sellers as minority shareholders of the Holdco Acquiror. In addition, the Founders will deposit into escrow their founder shares pursuant to the Earnout Agreement and agree to a lock-up of their warrants that are exercisable for shares of WSC common stock (the “founder warrants”). Pursuant to an earnout agreement to be entered into at the closing of the business combination, the founder shares and the founder warrants will be released from escrow to the Founders and/or transferred to the TDR Investor upon the achievement of certain earnout targets. WSC, the TDR Investor, A/S Holdings, and certain other parties named therein will enter into an amended and restated registration rights agreement providing the initial investors, the TDR Investor and A/S Holdings with certain demand, shelf and piggyback registration rights covering all shares of WSC common stock owned by each holder. The Founders, the TDR Investor and WSC also will enter into a nominating agreement pursuant to which the TDR Investor and the Founders will have the right to nominate directors for election based on a percentage of beneficial ownership of the shares they purchased pursuant to any Subscription Agreement and the Equity Commitment Letter. The parties will enter into certain other ancillary agreements, including a transition services agreement and an IP services agreement pursuant to which the Sellers and the Acquirors will provide the other parties with certain transition services for a specified period of time following the closing of the business combination. See “The Business Combination Proposal — Related Agreements” for additional information about the agreements related to the Stock Purchase Agreement.

Debt Financing

A portion of the business combination consideration will be financed with at least $490 million of secured debt financing of Williams Scotsman pursuant to commitments obtained for an aggregate amount of $900 million (the “Debt Financing”). For more information regarding the Debt Financing, see “The Business Combination Proposal — Related Agreements — Debt Commitment Letter.

Equity Investment

Contemporaneously with the closing of the business combination, the TDR Investor, pursuant to the terms of the equity commitment letter and subscription agreement substantially in the form attached as an exhibit to the Stock Purchase Agreement, and described further herein under the heading “The Business Combination Proposal — Related Agreements — Subscription Agreement,” will purchase, or cause the purchase of, shares of WSC common stock at a cash purchase price of $9.60 per share in an amount necessary to fund the Cash Consideration and the expenses relating to the business combination, as agreed to by the parties after taking into account the debt financing proceeds available to Williams Scotsman and the trust account proceeds available to the Holdco Acquiror, which amount shall not exceed $500 million. In

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connection with such equity investment, the TDR Investor will enter into certain ancillary agreements, including an earnout agreement, a nominating agreement and an amended and restated registration rights agreement. For more information regarding the equity financing and terms of the related agreements, see “The Business Combination Proposal — Related Agreements.

Employment Agreements

Prior to the completion of the business combination, Williams Scotsman expects to enter into employment agreements with certain of its key executive officers, for descriptions of the employment agreements see the section entitled “Management of WSC Following the Business Combination.”

Equity Ownership Upon Closing

As of the date of this proxy statement/prospectus, there are 62,204,329 ordinary shares outstanding, comprised of 49,704,329 Class A ordinary shares (being 50,000,000 public shares issued in our initial public offering as reduced by the redemption of 295,671 public shares in connection with the extension) and 12,500,000 Class B ordinary shares, of which our Sponsor owns 6,337,500 Class B ordinary shares, Harry E. Sloan owns 6,087,500 Class B ordinary shares and our independent directors own an aggregate of 75,000 Class B ordinary shares. On the effective date of the domestication, the currently issued and outstanding Class B ordinary shares will automatically convert by operation of law, on a one-for-one basis, into Class A ordinary shares. Immediately thereafter, the currently issued and outstanding Class A ordinary shares will automatically convert by operation of law, on a one-for-one basis, into shares of WSC common stock in accordance with the terms of the WSC Charter.

Assuming (i) that no public shareholders exercise their redemption rights (no redemptions scenario), (ii) that the Sellers exchange all of the Holdco Acquiror shares received by them for WSC common stock on a one-for-one basis and (iii) that 21,510,417 shares are issued to the TDR Investor pursuant to the Private Placement, then upon the closing of the business combination our public shareholders would own approximately 63%, the TDR Investor would own approximately 27% and the Sellers would own approximately 10% of the total of 79,435,417 shares of issued and outstanding shares of WSC common stock (excluding the 12,425,000 shares of WSC common stock to be held in escrow as of the Closing and subject to release to the Founders and the TDR Investor in accordance with the terms of the Earnout Agreement (the “Earnout Shares”)).

Assuming (i) that holders of 25,140,605 public shares exercise their redemption rights (based $502,663,076 held in trust as of June 30, 2017 and a redemption price of $10.05 per share) (maximum redemptions scenario), (ii) that the Sellers exchange all of the Holdco Acquiror shares received by them for WSC common stock on a one-for-one basis and (iii) that 47,552,083 shares are issued to the TDR Investor pursuant to the Private Placement, then upon the closing of the business combination our public shareholders would own approximately 31%, the TDR Investor would own approximately 59% and the Sellers would own approximately 10% of the total of 80,336,479 issued and outstanding shares of WSC common stock (excluding the 12,425,000 Earnout Shares).

There are currently outstanding an aggregate of 69,500,000 warrants to acquire our Class A ordinary shares, which comprise 19,500,000 private placement warrants held by our initial shareholders and 50,000,000 public warrants. Each of our outstanding warrants is exercisable commencing 30 days following the closing of the business combination for one-half of one Class A ordinary share and, following the domestication, will entitle the holder thereof to purchase one-half of one share of WSC common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding warrant is exercised and one-half of one share of common stock is issued as a result of such exercise, with payment to the company of the exercise price of $5.75 per warrant or $11.50 per pair of warrants for one whole share, our fully-diluted share capital would increase by a total of 34,750,000 shares, with $399,625,000 paid to the company to exercise the warrants.

In addition to the restrictions set forth in the Earnout Agreement, subject to certain limited exceptions, the founder shares will not be transferred, assigned or sold until the date that is one year after the date of the consummation of our initial business combination or earlier if, subsequent to our business combination, (i) the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share

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dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (ii) we consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Proposals to be put to the General Meeting

The following is a summary of the proposals to be put to the general meeting.

The Business Combination Proposal

The Stock Purchase Agreement provides for the acquisition by the Holdco Acquiror of all of the issued and outstanding shares of Williams Scotsman common stock for an aggregate purchase price of $1.1 billion (which amount is inclusive of the amounts required to pay third party and intercompany indebtedness as of the closing), of which $1.0215 billion will be paid in cash (the “Cash Consideration”) to the Sellers and directly to repay indebtedness of Williams Scotsman as contemplated by the Stock Purchase Agreement, and the remaining $78.5 million will be paid to the Sellers, on a pro rata basis, in the form of common stock of the Holdco Acquiror (the “Stock Consideration”) representing a 10% equity interest in the Holdco Acquiror.

After consideration of the factors identified and discussed in the section entitled “The Business Combination Proposal — Double Eagle’s Board of Directors’ Reasons for Approval of the Business Combination,” Double Eagle’s board of directors concluded that the business combination met all of the requirements disclosed in the prospectus for its initial public offering, including that the business of Williams Scotsman had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Stock Purchase Agreement.

If any proposal is not approved by Double Eagle’s shareholders at the general meeting, the Double Eagle board of directors may submit the adjournment proposal for a vote.

For additional information, see “The Business Combination Proposal” section of this proxy statement/prospectus.

The Domestication Proposal

If the business combination proposal is approved, then Double Eagle is asking its shareholders to approve the domestication proposal. Under the Stock Purchase Agreement, the approval of the domestication proposal is also a condition to the consummation of the business combination. If, however, the domestication proposal is approved, but the business combination proposal is not approved, then neither the domestication nor the business combination will be consummated.

As a condition to closing the business combination pursuant to the terms of the Stock Purchase Agreement, the board of directors of Double Eagle has unanimously approved a change of Double Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. To effect the domestication, Double Eagle will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and will file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Double Eagle will be domesticated and continue as a Delaware corporation, at which time Double Eagle will change its name.

On the effective date of the domestication, the currently issued and outstanding Class B ordinary shares will automatically convert by operation of law, on a one-for-one basis, into Class A ordinary shares. Immediately thereafter, the currently issued and outstanding Class A ordinary shares will automatically convert by operation of law, on a one-for-one basis, into shares of WSC common stock in accordance with the terms of the WSC Charter. Similarly, our outstanding warrants will become warrants to acquire the corresponding shares of WSC common stock and no other changes will be made to the terms of any outstanding warrants as a result of the domestication. In addition, our outstanding units will become units of WSC and after the effectiveness of the domestication and before the closing of the business combination, each outstanding unit of WSC (each of which consists of one share of WSC common stock and one warrant to purchase one-half of one share of WSC common stock) will be separated into its component common stock and warrant.

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The domestication proposal, if approved, will approve a change of Double Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Double Eagle is currently governed by the Cayman Islands Companies Law, upon domestication, WSC will be governed by the DGCL. Accordingly, we urge shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.” Additionally, we note that if the domestication proposal is approved, then Double Eagle will also ask its shareholders to approve the organizational documents proposals (discussed below) and we urge shareholders to carefully consult the section entitled “The Organizational Documents Proposals” (including the chart of material differences included therein) and the Proposed Organizational Documents of WSC, attached hereto as Annexes C and D.

For additional information, see “The Domestication Proposal” section of this proxy statement/prospectus.

The Organizational Documents Proposals

If the domestication proposal is approved and the business combination is to be consummated, Double Eagle will replace its current amended and restated memorandum and articles of association (the “Existing Organizational Documents”) under the Cayman Islands Companies Law, with a new certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of WSC, in each case, under the Delaware General Corporation Law.

The Proposed Organizational Documents differ in certain material respects from the Existing Organizational Documents and we urge shareholders to carefully consult the information set out in the Section “The Organizational Documents Proposals” (including the chart of material differences included therein) and the full text of the Proposed Organizational Documents of WSC, attached hereto as Annexes C and D.

Double Eagle’s shareholders are asked to consider and vote upon and to approve by special resolution three separate proposals (collectively, the “organizational documents proposals”) in connection with the replacement of the Existing Organizational Documents with the Proposed Organizational Documents. The organizational documents proposals are conditioned on the approval of the domestication proposal, and, therefore, also conditioned on approval of the business combination proposal. Therefore, if the business combination proposal and the domestication proposal are not approved, the organizational documents proposals will have no effect, even if approved by our public shareholders. A brief summary of each of the organizational documents proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents of WSC.

Organizational Documents Proposal A — Authorized Capital Stock

Assuming the business combination proposal and the domestication proposal are approved, our shareholders are also being asked to approve organizational documents proposal A, which is, in the judgment of our board of directors, necessary to adequately address the needs of WSC after the business combination. Under the Stock Purchase Agreement, the approval of each of the organizational documents proposals is a condition to the consummation of the business combination and therefore approval of this organizational documents proposal A is a condition to the consummation of the business combination.

Organizational documents proposal A is a proposal to approve the provision in the Proposed Charter changing the authorized share capital from $40,100 divided into 380,000,000 Class A ordinary shares of a par value of $0.0001 each, 20,000,000 Class B ordinary shares of a par value of $0.0001 each and 1,000,000 preferred shares of a par value of $0.0001 each, to authorized capital stock of 401,000,000 shares, consisting of 400,000,000 shares of common stock, par value $0.0001 per share (“WSC common stock”) and 1,000,000 shares of preferred stock.

For additional information, see “The Organizational Documents Proposals” section in this proxy statement/prospectus.

Organizational Documents Proposal B-Approval of Proposal Relating to the Ability of Stockholders to Call a Special Meeting

Assuming the business combination proposal and the domestication proposal are approved, our shareholders are also being asked to approve organizational documents proposal B, which is, in the judgment of our board of directors, necessary to adequately address the needs of WSC after the business combination.

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Under the Stock Purchase Agreement, the approval of each of the organizational documents proposals is a condition to the consummation of the business combination and therefore approval of this organizational documents proposal B is a condition to the consummation of the business combination.

The Proposed Organizational Documents stipulate that, unless required by law, special meetings of stockholders may only be called by (i) the board of directors, (ii) the chairperson of the board of directors or (iii) the chief executive officer of WSC. Under the Proposed Organizational Documents, WSC’s stockholders have no power to call a special meeting.

For additional information, see “The Organizational Documents Proposals” section in this proxy statement/prospectus.

Organizational Documents Proposal C — Approval of Other Changes in Connection with Adoption of the Proposed Organizational Documents

Assuming the business combination proposal and the domestication proposal are approved, our shareholders are also being asked to approve organizational documents proposal C, which is, in the judgment of our board of directors, necessary to adequately address the needs of WSC after the business combination. Under the Stock Purchase Agreement, the approval of each of the organizational documents proposals is a condition to the consummation of the business combination and therefore approval of this organizational documents proposal C is a condition to the consummation of the business combination.

Organizational documents proposal C is a proposal to approve all other changes in connection with the replacement of the Existing Organizational Documents with the Proposed Organizational Documents as part of the domestication, including (i) changing the post-domestication corporate name from “Double Eagle Acquisition Corp.” to “Williams Scotsman Corporation” and making WSC’s corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iii) granting a waiver regarding corporate opportunities to WSC’s non-employee directors and (iv) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which Double Eagle’s board of directors believe are necessary to adequately address the needs of WSC after the business combination.

For additional information, see “The Organizational Documents Proposal” section of this proxy statement/prospectus.

The Stock Issuance Proposal

Assuming the business combination proposal, the domestication proposal and each of the organizational documents proposals are approved, our shareholders are also being asked to approve, by ordinary resolution, the stock issuance proposal.

Double Eagle’s units, ordinary shares and public warrants are listed on NASDAQ and, as such, we are seeking shareholder approval of the issuance of shares of WSC common stock (i) to the TDR Investor in the Private Placement, (ii) to the TDR Investor following the closing of the business combination, pursuant to the terms of the Equity Commitment Letter and (iii) to the Sellers, pursuant to the terms of the Exchange Agreement, in order to comply with the applicable listing rules of NASDAQ.

The number of shares of WSC common stock that may be issued in connection with the stock issuance proposal is expected to be between approximately 59.0 and 62.0 million shares. The actual number of shares of WSC common stock to be issued will depend on (i) the number of public shares that are validly redeemed in connection with the business combination proposal and (ii) the amount of transaction expenses incurred.

For additional information, see “The Stock Issuance Proposal” section of this proxy statement/prospectus.

The Incentive Award Plan Proposal

Assuming the business combination proposal, the domestication proposal, each of the organizational documents proposals and the stock issuance proposal are approved, our shareholders are also being asked to approve, by ordinary resolution, the incentive award plan proposal.

We expect that, prior to the consummation of the business combination, our board of directors will approve and adopt the Williams Scotsman Corporation 2017 Incentive Award Plan, referred to as the Plan, and

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assuming the business combination proposal, the domestication proposal, each of the organizational documents proposals and the stock issuance proposal are approved, we expect that our shareholders will be asked to approve the Plan. Our shareholders should carefully read the entire Plan, a copy of which is attached to this proxy statement/prospectus as Annex E, before voting on this proposal.

For additional information, see “The Incentive Award Plan Proposal” section of this proxy statement/prospectus.

The Adjournment Proposal

If (i) based on the tabulated vote, there are not sufficient votes at the time of the general meeting to authorize Double Eagle to consummate the business combination (because any of the condition precedent proposals have not been approved (including as a result of the failure of any other cross-conditioned condition precedent proposals to be approved)), (ii) Double Eagle determines that one or more of the closing conditions under the Stock Purchase Agreement has not been satisfied and/or (iii) as of the date of the meeting, Double Eagle shareholders have elected to redeem public shares in excess of WSC% of the outstanding public shares and Double Eagle seeks to pursue any potential incremental equity issuances as permitted under the Stock Purchase Agreement, Double Eagle’s board of directors may submit a proposal to adjourn the general meeting to a later date or dates, if necessary, to permit further solicitation of proxies.

For additional information, see “The Adjournment Proposal” section of this proxy statement/prospectus.

Date, Time and Place of General Meeting of Double Eagle’s Shareholders

The general meeting will be held at     , Eastern Time, on            , 2017, at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, New York 10166, to consider and vote upon the proposals to be put to the general meeting, including if necessary, the adjournment proposal.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the general meeting if they owned ordinary shares at the close of business on            , 2017, which is the record date for the general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights. On the record date, there were 62,204,329 ordinary shares outstanding, of which 49,704,329 were public shares (being 50,000,000 public shares issued in our initial public offering as reduced by the redemption of 295,671 public shares in connection with the Extension) with the rest being held by our initial shareholders.

Quorum and Vote of Double Eagle Shareholders

A quorum of Double Eagle shareholders is necessary to hold a valid meeting. A quorum will be present at the Double Eagle general meeting if a majority of the outstanding shares entitled to vote at the general meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.

As of the record date for the general meeting, 31,102,165 ordinary shares would be required to achieve a quorum.

In connection with our initial public offering, our initial shareholders (consisting of our Sponsor, Harry E. Sloan and our independent directors at the time of our initial public offering) entered into letter agreements to vote their founder shares, as well as any public shares purchased during or after our initial public offering, in favor of the business combination proposal and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the date hereof, our Sponsor and our independent directors own 20.0% of our total outstanding common shares.

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The proposals presented at the general meeting require the following votes:

Business combination proposal:  The approval of the business combination proposal requires the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the business combination proposal, vote at the general meeting.
Domestication proposal:  The approval of the domestication proposal by special resolution requires a special resolution under Cayman Islands Companies Law, being the affirmative vote for the proposal by the holders of not less than two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve the domestication proposal, vote at the general meeting.
Organizational documents proposals:  The separate approval of each of the organizational documents proposals by special resolution requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote for each of the organizational documents proposals by the holders of not less than two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve each such organizational documents proposal, vote at the general meeting.
Stock issuance proposal:  The approval of the stock issuance proposal requires the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the stock issuance proposal, vote at the general meeting.
Incentive award plan proposal:  The approval of the incentive award plan proposal requires the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the incentive award plan proposal, vote at the general meeting.
Adjournment proposal:  The approval of the adjournment proposal requires the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the adjournment proposal, vote at the general meeting.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.

Redemption Rights

Pursuant to Double Eagle’s Existing Organizational Documents, a public shareholder may request that Double Eagle redeem all or a portion of their public shares (which would become shares of WSC common stock in the domestication) for cash if the business combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(i) (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to 5:00 p.m., Eastern Time, on            , 2017, (a) submit a written request to the transfer agent that WSC redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct them to do so. Public shareholder may elect to redeem all or a portion of their public shares even if they vote for the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its public shares to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, Double Eagle will redeem each Class A share into which such public share converted upon the domestication for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust

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account calculated as of two business days prior to the consummation of the business combination, including interest, less income taxes payable, divided by the number of then outstanding public shares. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed ordinary shares for cash and will no longer own such shares. See “Extraordinary General Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

In order for public shareholders to exercise their redemption rights in respect of the proposed business combination, public shareholders must properly exercise their right to redeem the public shares that you will hold upon the domestication no later than the close of the vote on the business combination proposal and deliver their ordinary shares (either physically or electronically) to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, prior to 5:00 p.m., Eastern Time, on           , 2017. Therefore, the exercise of redemption rights occurs prior to the domestication. For the purposes of Article 48.3 of the amended and restated memorandum and articles of association of Double Eagle and the Cayman Islands Companies Law, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/prospectus shall be interpreted accordingly. Immediately following the domestication and the consummation of the business combination, WSC shall satisfy the exercise of redemption rights by redeeming the public shares issued to the public shareholders that validly exercised their redemption rights.

Holders of our warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

Neither Double Eagle shareholders nor Double Eagle warrantholders have appraisal rights in connection with the business combination or the domestication under the Cayman Islands Companies Law or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Double Eagle has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting — Revoking Your Proxy.”

Interests of Double Eagle’s Directors and Officers in the Business Combination

When you consider the recommendation of Double Eagle’s board of directors in favor of approval of the business combination proposal, you should keep in mind that Double Eagle’s initial shareholders, including its directors and executive officers, have interests in such proposal that are different from, or in addition to those of Double Eagle shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

If we do not consummate a business combination transaction by December 31, 2017, we will cease all operations except for the purpose of winding up, redeem all of the outstanding public shares for cash and, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under the Cayman Islands Companies Law to provide for claims of creditors and the requirements of other applicable law. In such event, the 12,500,000 founder shares owned by our initial shareholders would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to the

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founder shares if we fail to complete a business combination within the required period. Our initial shareholders purchased the founder shares prior to our initial public offering for an aggregate purchase price of $25,000. Upon the Closing, such founder shares will convert into 12,500,000 shares of WSC common stock, and such securities, if unrestricted and freely tradable would be valued at approximately $126,250,000, based on the closing price of $10.10 per share of our Class A ordinary shares on NASDAQ on October 10, 2017.
Simultaneously with the closing of our initial public offering, Double Eagle consummated the sale of 19,500,000 private placement warrants at a price of $0.50 per warrant in a private placement to our initial shareholders. The warrants are each exercisable commencing 30 days following the closing of the business combination for one-half of one Class A ordinary share at $11.50 per whole share. If we do not consummate a business combination transaction by December 31, 2017, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public shareholders and the warrants held by our initial shareholders will be worthless. The warrants held by our initial shareholders had an aggregate market value of $13,650,000 based upon the closing price of $0.70 per warrant on NASDAQ on October 10, 2017.
Our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by December 31, 2017.
Jeff Sagansky and Fredric Rosen will continue to be directors of WSC after the consummation of the business combination. As such, in the future they will receive any cash fees, stock options or stock awards that the WSC board of directors determines to pay to its directors.
Our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if Double Eagle fails to complete an initial business combination by December 31, 2017.
In order to protect the amounts held in the trust account, Jeff Sagansky and Harry E. Sloan have agreed that they will be jointly and severally liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the trust account. This liability will not apply with respect to any claims by a third-party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.
Following the consummation of the business combination, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to Double Eagle and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has advanced us $230,000 for working capital expenses as of June 30, 2017. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the trust account to repay the working capital loans, but no proceeds held in the trust account would be used to repay the working capital loans.
Following the consummation of the business combination, we will continue to indemnify our existing directors and officers and will maintain our directors’ and officers’ liability insurance.
Following consummation of the business combination, our Sponsor, our officers and directors and their respective affiliates would be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by Double Eagle from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. However, if we fail to consummate a business combination within the required period, our Sponsor and our officers and directors and their respective affiliates will not have any claim against the trust account for reimbursement.

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At any time prior to the general meeting, during a period when they are not then aware of any material nonpublic information regarding Double Eagle or its securities, the Double Eagle initial shareholders, Williams Scotsman and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Double Eagle’s ordinary shares or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of that (i) the proposals presented to shareholders for approval at the general meeting are approved and/or (ii) that Double Eagle satisfy the minimum cash condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the business combination. This may result in the completion of our business combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Double Eagle initial shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on Double Eagle’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the general meeting. Moreover, any such purchases may make it less likely that holders of no more than 25 million public shares elect to redeem their public shares in connection with the business combination.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the general meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Double Eagle will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of the Double Eagle directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Double Eagle and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of Double Eagle’s Directors and Officers in the Business Combination” for a further discussion of this and other risks.

Recommendation to Shareholders

Double Eagle’s board of directors believes that the business combination proposal and the other proposals to be presented at the general meeting are in the best interest of Double Eagle’s shareholders and unanimously recommends that its shareholders vote “FOR” the business combination proposal, “FOR” the domestication proposal, “FOR” each of the separate organizational documents proposals, “FOR” the stock issuance proposal, “FOR” the incentive award plan proposal and “FOR” the adjournment proposal, in each case, if presented to the general meeting.

The existence of financial and personal interests of Double Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Double Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Double Eagle’s Directors and Officers in the Business Combination” for a further discussion.

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Conditions to the Closing of the Business Combination

Unless waived by the parties to the Stock Purchase Agreement, and subject to applicable law, the consummation of the business combination is subject to a number of conditions set forth in the Stock Purchase Agreement including, among others, receipt of gross proceeds of at least $490 million of debt financing and an equity investment in an amount equal to the Closing Date Commitment and the requisite shareholder approvals contemplated by this proxy statement/prospectus. For more information about conditions to the consummation of the business combination, see “The Business Combination Proposal — The Stock Purchase Agreement — Conditions to the Closing of the Business Combination.”

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the business combination. Where actual amounts are not known or knowable, the figures below represent Double Eagle’s good faith estimate of such amounts assuming a closing as of the indicated date.

     
(U.S. dollars in thousands)               
Sources     Uses  
Debt Financing(1)   $ 490,000       Purchase of Williams Scotsman (5)    $ 1,021,500  
Trust Account(2)   $ 500,000       Algeco Group Rollover Equity (4)    $ 78,500  
Equity Commitment(3)   $ 206,500       Cash on balance sheet (2)    $ 125,000  
Algeco Group Rollover Equity(4)   $ 78,500       Fees and expenses (6)    $ 50,000  
Total sources   $ 1,275,000       Total uses     $ 1,275,000  

(1) Consists of $900 million committed by the Commitment Parties (as defined herein), including an ABL Facility of $600 million, of which $190 million will be funded at the Closing, and a $300 million bridge facility and/or offering of senior secured notes.
(2) Assumes none of the ordinary shares are redeemed in connection with the business combination.
(3) The TDR Investor will purchase $206.5 million of WSC common stock (or such higher amount as may be agreed upon) at $9.60 per share and any future investment will be made at $10 per share.
(4) Reflects shares of the Holdco Acquiror, which will be exchangeable for shares of WSC, subject to certain restrictions and protections.
(5) Includes repayment of certain third party and intercompany debt. The treatment of $38.2 million of capital leases and other debt of WSII will be determined prior to the closing of the business combination.
(6) Includes $18.5 million payable to the underwriters of the Double Eagle initial public offering.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the domestication, an exercise of redemption rights and the business combination, please see “U.S. Federal Income Tax Considerations.”

Anticipated Accounting Treatment

The Business Combination

The business combination will be accounted for as a reverse acquisition under the purchase method of accounting, with WSII being treated as the accounting acquirer. Consequently, WSII’s consolidated financial statements will become the historical financial statements of the registrant following consummation of the business combination, with the transaction treated as a recapitalization of WSII.

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Double Eagle as a result of domestication. The business, capitalization, assets and liabilities and financial statements of WSC immediately following the domestication will be the same as those of Double Eagle immediately prior to the domestication.

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Comparison of Corporate Governance and Shareholder Rights

The domestication will change Double Eagle’s jurisdiction of incorporation from the Cayman Islands to Delaware and, as a result, Double Eagle’s organizational documents will change and will be governed by the DGCL rather than Cayman Islands Companies Law. There are differences between Cayman Islands corporate law, which currently governs Double Eagle, and Delaware corporate law, which will govern WSC following the domestication. Additionally, there are differences between the new organizational documents of WSC and the current constitutional documents of Double Eagle.

For a summary of the material differences among the rights of holders of WSC common stock and holders of ordinary shares, see “Comparison of Corporate Governance and Shareholder Rights.”

Regulatory Matters

The business combination is not subject to any additional federal or state regulatory requirements or approvals, except for filings with the Cayman Islands and the State of Delaware necessary to effectuate the transactions contemplated by the Stock Purchase Agreement.

Risk Factors

In evaluating the proposals to be presented at the general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

Sources of Industry and Market Data

Where information has been sourced from a third party, the source of such information has been identified.

Unless otherwise indicated, the information contained in this document on the market environment, market developments, growth rates, market trends and competition in the markets in which Double Eagle and Williams Scotsman operate is taken from publicly available sources, including third-party sources, or reflects Double Eagle’s, or Williams Scotsman’s estimates that are principally based on information from publicly available sources.

Emerging Growth Company

Double Eagle is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“SOX”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. Double Eagle intends to take advantage of the benefits of this extended transition period. This may make comparison of Double Eagle’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Double Eagle will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of its initial public offering, (b) in which it has total annual gross revenue of at least $1.0 billion, or (c) in which it is deemed to be a large accelerated filer, which means the market value of its Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF DOUBLE EAGLE

Double Eagle is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the business combination.

Double Eagle’s statement of operations data for the year ended December 31, 2016 and the period from June 26, 2015 (date of inception) to December 31, 2015 and balance sheet data as of December 31, 2016 and 2015 are derived from Double Eagle’s audited financial statements included elsewhere in this proxy statement/prospectus. Double Eagle’s statement of operations data for the six months ended June 30, 2017 and 2016 and balance sheet data as of June 30, 2017 are derived from Double Eagle’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with Double Eagle’s consolidated financial statements and related notes and “Double Eagle’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Double Eagle.

       
  Six Months
Ended
June 30,
2017
  Six Months
Ended
June 30,
2016
  Year Ended
December 31,
2016
  Period from
June 26, 2015
(date of Inception)
to December 31,
2015
Statement of Operations Data
                                   
Revenue   $     $     $     $  
General and administrative expenses     1,202,906       405,025       688,567       110,490  
Loss from operations     (1,202,906 )      (405,025 )      (688,567 )      (110,490 ) 
Interest on Trust Account     1,322,167       499,485       1,251,227       89,682  
Net income (loss) attributable to ordinary shares   $ 119,261     $ 94,460     $ 562,660     $ (20,808 ) 
Weighted average ordinary shares outstanding
                                   
Basic     14,787,471       14,855,890       14,845,029       13,832,830  
Diluted     62,500,000       62,500,000       62,500,000       13,832,830  
Net income (loss) per ordinary share
                                   
Basic   $ 0.01     $ 0.01     $ 0.05     $ 0.00  
Diluted   $ 0.00     $ 0.00     $ 0.01     $ 0.00  

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  As of June 30,
2017
  As of December 31,
2016
  As of December 31,
2015
     (unaudited)          
Balance Sheet Data
                          
ASSETS:
                          
Current assets:
                          
Cash and cash equivalents   $ 22,490     $ 188,063     $ 1,007,861  
Prepaid expenses     21,842       73,441        
Total current assets     44,332       261,504       1,007,861  
Cash and investments held in Trust Account     502,663,076       501,340,910       500,089,682  
Total assets   $ 502,707,408     $ 501,602,414     $ 501,097,543  
LIABILITIES AND SHAREHOLDERS’ EQUITY:
                          
Current liabilities:
                          
Accounts payable   $ 831,407     $ 75,671     $ 133,460  
Advances from Sponsor     230,000              
Total current liabilities     1,061,407       75,671       133,460  
Deferred underwriting compensation     19,500,000       19,500,000       19,500,000  
Total liabilities     20,561,407       19,575,671       19,633,460  
Class A Ordinary shares subject to possible redemption; 47,714,600 shares, 47,702,674 and 47,646,408 shares at June 30, 2017, December 31, 2016 and December 31, 2015, respectively     477,146,000       477,026,740       476,464,080  
Shareholders’ equity:
                          
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding                  
Class A ordinary shares, $0.0001 par value; 380,000,000 Class A ordinary shares authorized, 2,285,400, 2,297,326 and 2,353,592 Class A shares issued and outstanding (excluding 47,714,600, 47,702,674 and 47,646,408 shares, respectively subject to possible redemption) at June 30, 2017, December 31, 2016 and December 31, 2015, respectively     229       230       235  
Class B ordinary shares, $0.0001 par value, 20,000,000 Class B ordinary shares authorized; 12,500,000 Class B shares issued and outstanding at June 30, 2017, December 31, 2016 and December 31, 2015     1,250       1,250       1,250  
Additional paid-in capital     4,337,409       4,456,671       5,019,326  
Retained earnings     661,113       541,852       (20,808 ) 
Total shareholders’ equity     5,000,001       5,000,003       5,000,003  
Total liabilities and shareholders’ equity   $ 502,707,408     $ 501,602,414     $ 501,097,543  

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SELECTED HISTORICAL FINANCIAL INFORMATION OF WSII

The following table shows selected historical financial information of WSII for the periods and as of the dates indicated.

The selected historical financial information of WSII as of and for the years ended December 31, 2016, 2015 and 2014 was derived from the audited historical consolidated financial statements of WSII included elsewhere in this proxy statement/prospectus. The selected historical interim financial information of WSII as of June 30, 2017 and for the six months ended June 30, 2017 and 2016 was derived from the unaudited interim consolidated financial statements of WSII included elsewhere in this proxy statement/prospectus.

The following selected historical financial information should be read together with the consolidated financial statements and accompanying notes and “WSII’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace WSII’s consolidated financial statements and the related notes. WSII’s historical results are not necessarily indicative of WSII’s future results, and WSII’s results as of and for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

As explained elsewhere in this proxy statement/prospectus, the financial information in this section relates to WSII, prior to and without giving effect to the Carve-Out Transaction. See “Summary of the Proxy Statement/Prospectus — The Parties to the Business Combination — Williams Scotsman International, Inc.” and “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.

         
  Six Months Ended June 30,   Year Ended December 31,
     2017   2016   2016   2015   2014
     (Unaudited)               
     (in thousands)
Statement of Operations Data:
                                            
Revenues:
                                            
Modular leasing   $ 141,941     $ 142,595     $ 283,550     $ 300,212     $ 308,888  
Modular delivery and installation     41,953       40,134       81,892       83,103       83,364  
Remote accommodations     58,565       82,245       149,467       181,692       139,468  
Sales:
                                            
New units     14,882       18,938       39,228       54,359       87,874  
Rental units     10,622       11,279       21,942       15,661       24,825  
Total revenues     267,963       295,191       576,079       635,027       644,419  
Costs:
                                            
Modular leasing     40,442       36,052       75,516       80,081       78,864  
Modular delivery and installation     40,472       36,956       75,359       77,960       73,670  
Remote accommodations     24,738       27,095       51,145       73,106       67,368  
Sales:
                                            
New units     10,486       13,778       27,669       43,626       69,312  
Rental units     6,283       4,524       10,894       10,255       16,760  
Depreciation on rental equipment     46,736       53,792       105,281       108,024       89,597  
Gross profit     98,806       122,994       230,215       241,975       248,848  
Expenses:
                                            
Selling, general and administrative expenses     70,944       78,012       152,976       152,452       161,966  
Other depreciation and amortization     6,339       7,080       14,048       28,868       32,821  
Impairment losses on goodwill                 5,532       115,940        
Impairment losses on intangibles                       2,900        

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  Six Months Ended June 30,   Year Ended December 31,
     2017   2016   2016   2015   2014
     (Unaudited)               
     (in thousands)
Impairment losses on rental equipment                             2,849  
Restructuring costs     1,738       1,522       2,810       9,185       681  
Currency losses, net     (8,549 )      4,722       13,098       12,122       17,557  
Change in fair value of contingent
consideration
                (4,581 )      (50,500 )      48,515  
Other expense, net     601       371       1,437       1,160       1,002  
Operating income (loss)     27,733       31,287       44,895       (30,152 )      (16,543 ) 
Interest expense     55,988       47,769       97,017       92,817       92,446  
Interest income     (6,093 )      (5,241 )      (10,228 )      (9,778 )      (9,529 ) 
Loss on extinguishment of debt                             2,324  
Loss before income tax     (22,162 )      (11,241 )      (41,894 )      (113,191 )      (101,784 ) 
Income tax benefit     (6,087 )      (3,263 )      (10,958 )      (41,604 )      (13,177 ) 
Net loss   $ (16,075 )    $ (7,978 )    $ (30,936 )    $ (71,587 )    $ (88,607 ) 
Basic and diluted loss per share   $ (12.61 )    $ (6.26 )    $ (24.26 )    $ (56.15 )    $ (69.50 ) 
Cash Flow Data:
                                            
Net cash provided by operating activities   $ 24,124     $ 37,783     $ 58,731     $ 119,865     $ 175,042  
Net cash used in investing activities   $ (111,393 )    $ (8,884 )    $ (30,236 )    $ (193,159 )    $ (142,528 ) 
Net cash provided by (used in) financing
activities
  $ 86,845     $ (26,830 )    $ (31,394 )    $ 76,758     $ (37,044 ) 
Other Financial Data:
                                            
Adjusted EBITDA(1)   $ 75,222     $ 106,311     $ 190,952     $ 204,291     $ 181,421  
Adjusted Gross Profit(1)   $ 145,542     $ 176,786     $ 335,496     $ 349,999     $ 338,445  

     
  Six Months
Ended
June 30,
2017
  Year Ended December 31,
  2016   2015
     (Unaudited)          
Balance Sheet Data:
                          
Cash and cash equivalents   $ 5,992     $ 6,162     $ 9,302  
Notes due from affiliates   $ 332,793     $ 256,625     $ 269,888  
Rental equipment, net   $ 1,013,206     $ 1,004,517     $ 1,052,863  
Total assets   $ 1,799,069     $ 1,699,450     $ 1,785,713  
Total debt, including current   $ 703,447     $ 685,436     $ 720,804  
Total due to affiliates, including current   $ 755,141     $ 677,240     $ 661,520  
Stockholders’ equity   $ 12,839     $ 23,131     $ 55,350  

(1) WSII presents Adjusted EBITDA and Adjusted Gross Profit, measurements not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), because they are key metrics used by management to assess financial performance. WSII’s business is capital-intensive and these additional metrics allow management to further evaluate its operating performance. In addition, WSII’s definition of Adjusted EBITDA is consistent with the EBITDA definition in the Algeco Group’s financing arrangements which is used in determining compliance with certain covenants. For further information about WSII’s non-GAAP financial measures, including the limitations of such non-GAAP financial measures as an analytical tool, see “WSII’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”

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The following table presents a reconciliation of WSII’s consolidated net loss to EBITDA and Adjusted EBITDA:

         
  Six months ended June 30,   Year Ended December 31,
     2017   2016   2016   2015   2014
Net loss   $ (16,075 )    $ (7,978 )    $ (30,936 )    $ (71,587 )    $ (88,607 ) 
Income tax benefit     (6,087 )      (3,263 )      (10,958 )      (41,604 )      (13,177 ) 
Interest expense, net     49,895       42,528       86,789       83,039       82,917  
Depreciation and amortization     53,075       60,872       119,329       136,892       122,418  
EBITDA     80,808       92,159       164,224       106,740       103,551  
Currency (gains) losses, net     (8,549 )      4,722       13,098       12,122       17,557  
Change in fair value of contingent considerations           31       (4,581 )      (50,500 )      48,515  
Goodwill and other impairment charges                 5,532       118,840       2,849  
Restructuring costs     1,738       1,522       2,810       9,185       681  
Loss on extinguishment of debt                             2,324  
Other expense     1,225       7,877       9,869       7,904       5,944  
Adjusted EBITDA   $ 75,222     $ 106,311     $ 190,952     $ 204,291     $ 181,421  

The following table presents a reconciliation of WSII’s gross profit to Adjusted Gross Profit:

         
  Six Months Ended June 30,   Year Ended December 31,
  2017   2016   2016   2015   2014
Gross profit   $ 98,806     $ 122,994     $ 230,215     $ 241,975     $ 248,848  
Depreciation on rental equipment     46,736       53,792       105,281       108,024       89,597  
Adjusted gross profit   $ 145,542     $ 176,786     $ 335,496     $ 349,999     $ 338,445  

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information (the “selected pro forma data”) gives effect to the business combination between Double Eagle and WSII, the impact of removing certain businesses included in the historical WSII financial statements that will be retained by the Algeco Group and the debt financing and extinguishment of certain existing WSII debt described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The business combination between Double Eagle and WSII will be accounted for similar to that of a capital infusion as the only pre-combination asset of Double Eagle is cash held in the Trust Account. The selected unaudited pro forma condensed combined balance sheet data as of June 30, 2017 gives effect to the business combination and financing activities described above as if they had occurred on June 30, 2017. The selected unaudited pro forma condensed combined statement of operations data for the six months ended June 30, 2017 and for the year ended December 31, 2016 give effect to the business combination and financing activities described above as if they had occurred on January 1, 2016.

The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “pro forma financial statements”) of Double Eagle and WSII appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial statements. In addition, the pro forma financial statements were based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of each of Double Eagle and WSII for the applicable periods included in this proxy statement/prospectus. The selected pro forma data have been presented for informational purposes only and are not necessarily indicative of what Double Eagle’s and WSII’s financial position or results of operations actually would have been had the business combination been completed as of the dates indicated. In addition, the selected pro forma data do not purport to project the future financial position or operating results of Double Eagle and WSII.

   
  For the
Six Months Ended
June 30, 2017
  For the Year Ended
December 31, 2016
     (in thousands, except share and per share data)
Selected Unaudited Pro Forma Condensed Combined Statement of Operations
                 
Revenue   $ 209,693     $ 427,500  
Net (loss) per share – basic and diluted   $ (0.05 )    $ (0.05 ) 
Weighted average shares outstanding – basic and diluted*     71,585,417       71,585,417  

* In a maximum redemption scenario weighted average shares outstanding — basic and diluted would be 72,486,478 for both June 30, 2017 and December 31, 2016

   
  As of June 30, 2017  
     (in thousands)     
Selected Unaudited Pro Forma Combined Balance Sheet Data
                 
Total assets   $ 1,321,005           
Total liabilities   $ 757,017           
Total equity   $ 563,988           

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COMPARATIVE PER SHARE DATA

The following table sets forth selected historical equity ownership information for Double Eagle and WSII and unaudited pro forma condensed consolidated combined per share ownership information of Double Eagle and WSII after giving effect to the business combination, assuming two redemption scenarios as follows:

Assuming No Redemptions:  This presentation assumes that no Double Eagle shareholders exercise redemption rights with respect to their public shares for a pro rata portion of the trust account.
Assuming Maximum Redemption:  This presentation assumes that the Double Eagle public shareholders holding a net number of 25,140,605 of Double Eagle’s shares exercise their redemption rights and that such shares are redeemed for $10.05 per share. This scenario assumes that TDR purchases the redeemed shares held by the current shareholders at $9.60 per share.

The book value per share reflects the business combination as if it had occurred on June 30, 2017. The net income (loss) per share information reflects the business combination as if it had occurred at the beginning of the period.

The historical information should be read in conjunction with the sections entitled “Selected Historical Financial Information of Double Eagle” and “Selected Historical Financial Information of WSII” and the historical consolidated and combined financial statements of Double Eagle and WSII and the related notes thereto included in this proxy statement/prospectus. The unaudited pro forma condensed consolidated combined per share data are presented for illustrative purposes only and are not necessarily indicative of actual or future financial position or results of operations that would have been realized if the business combination had been completed as of the date indicated or will be realized upon the completion of the business combination. The historical information contained in the following table for the six months ended June 30, 2017 should be read in conjunction with Double Eagle’s and WSII’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2017 and the related notes included elsewhere herein. The historical information contained in the following table for the year ended December 31, 2016 should be read in conjunction with Double Eagle’s and WSII’s audited consolidated statement of operations for the year ended December 31, 2016 and the related notes included elsewhere herein.

       
      Combined Pro Forma
     Double Eagle   WSII   Assuming No
Redemptions
  Assuming
Maximum
Redemptions
     (in thousands, except share and per share amounts)
As of and for the Six Months Ended June 30, 2017 (Unaudited)
                                   
Book value per share(1)   $ 0.08     $ 10.07     $ 7.88     $ 7.78  
Weighted average shares outstanding – basic and diluted     14,787,471       1,275       71,585,417       72,486,478  
Net income (loss) per share – basic and diluted   $ 0.01     $ (12,608 )    $ (0.05 )    $ (0.05 ) 
As of and for the Year Ended December 31, 2016
                                   
Weighted average shares outstanding – basic     14,845,629       1,275       71,585,417       72,486,478  
Weighted average shares outstanding – diluted     62,500,000       1,275       71,585,417       72,486,478  
Net income (loss) per share – basic   $ 0.05     $ (24,260 )    $ (0.05 )    $ (0.05 ) 
Net income (loss) per share – diluted   $ 0.01     $ (24,260 )    $ (0.05 )    $ (0.05 ) 

(1) Book value per share = (Total equity excluding preferred shares)/shares outstanding.

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MARKET PRICE AND DIVIDEND INFORMATION

Double Eagle

Market Price of Units, Ordinary Shares and Warrants

Double Eagle’s units, ordinary shares and warrants are currently listed on The NASDAQ Capital Market under the symbols “EAGLU,” “EAGL” and “EAGLW,” respectively.

The following table sets forth the high and low sales prices for Double Eagle’s units, ordinary shares and warrants for the periods indicated since the units began public trading on September 11, 2015 and Double Eagle’s ordinary shares and warrants began public trading on November 5, 2015.

The closing price of Double Eagle’s units, ordinary shares and warrants on October 10, 2017, the last trading day before announcement of the execution of the Stock Purchase Agreement, was $10.70, $10.10 and $0.70, respectively. As of            , 2017, the record date, the most recent closing price for each unit, ordinary shares and warrant of Double Eagle was $    , $     and $    , respectively.

           
  Units   Ordinary shares   Warrants
     High   Low   High   Low   High   Low
2015
                                                     
September 2015     10.33       10.00       (1)      (1)      (1)      (1) 
October 2015     10.40       10.02       (1)      (1)      (1)      (1) 
November 2015     10.40       10.00       10.05       9.60       0.75       0.36  
December 2015     10.14       9.90       9.73       9.53       0.75       0.30  
2016
                                                     
January 2016     10.14       9.81       10.50       9.50       0.88       0.21  
February 2016     10.25       9.85       9.87       9.52       0.50       0.39  
March 2016     10.30       9.85       9.78       9.59       0.50       0.37  
April 2016     10.30       9.85       9.78       9.65       0.47       0.35  
May 2016     10.18       9.85       9.75       9.64       0.40       0.22  
June 2016     10.15       9.82       9.79       9.57       0.30       0.20  
July 2016     10.25       9.72       9.79       9.70       0.32       0.23  
August 2016     10.23       9.85       9.83       9.70       0.42       0.28  
September 2016     10.30       10.06       9.95       9.75       0.42       0.35  
October 2016     10.37       10.12       10.11       9.75       0.47       0.35  
November 2016     10.50       10.23       9.95       9.80       0.47       0.38  
December 2016     10.50       10.29       9.95       9.85       0.49       0.32  
2017
                                                     
January 2017     10.57       10.30       10.05       9.90       0.54       0.36  
February 2017     10.60       10.26       10.05       9.95       0.55       0.47  
March 2017     10.60       10.35       10.20       9.99       0.61       0.43  
April 2017     10.63       10.41       10.15       10.00       0.59       0.47  
May 2017     10.52       10.40       10.00       10.00       0.55       0.37  
June 2017     10.75       10.30       10.05       9.95       0.52       0.40  
July 2017     10.75       10.37       10.05       9.95       0.53       0.43  
August 2017     10.62       10.35       10.10       9.95       0.60       0.34  
September 2017     11.61       10.53       10.15       10.00       0.79       0.51  

(1) There was no trading in the ordinary shares and warrants in September and October 2015.

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Holders

As of October 10, 2017, there was one holder of record of our units, one holder of record of our Class A ordinary shares, five holders of record of our Class B ordinary shares and nine holders of record of our warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

Double Eagle has not paid any cash dividends on its ordinary shares to date and does not intend to pay any cash dividends prior to the completion of the business combination. The payment of cash dividends in the future will be dependent upon WSC’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of WSC’s board of directors at such time.

WSII

Market Price of Common Stock

Historical market price information for WSII is not provided because there is no public market for WSII’s shares of common stock. See “WSII Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

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RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. Except as otherwise specifically indicated, the risk factors under “Risks Relating to Williams Scotsman’s Business” reflect the risks associated with the Williams Scotsman business after giving effect to the Carve-Out Transaction. These risks could have a material adverse effect on the business, results of operations or financial condition of WSC and could adversely affect the trading price of its common stock.

Risks Relating to Williams Scotsman’s Business

Williams Scotsman faces significant competition in the modular space and portable storage unit industry. If Williams Scotsman is unable to compete successfully, it could lose customers and its revenue and profitability could decline.

Although Williams Scotsman’s competition varies significantly by market, the modular space and portable storage unit industry, in general, is highly competitive. Williams Scotsman competes on the basis of a number of factors, including equipment availability, quality, price, service, reliability, appearance, functionality and delivery terms. Williams Scotsman may experience pricing pressures in its operations in the future as some of its competitors seek to obtain market share by reducing prices. Williams Scotsman may also face reduced demand for its products and services if its competitors are able to provide new or innovative products or services that better appeal to its potential customers. In each of its current markets, Williams Scotsman faces competition from national, regional and local companies who have an established market position in the specific service area. Williams Scotsman expects to encounter similar competition in any new markets that it may enter. Some of its competitors may have greater market share, less indebtedness, greater pricing flexibility, more attractive product or service offerings or superior marketing and financial resources. Increased competition could result in lower profit margins, substantial pricing pressure and reduced market share. Price competition, together with other forms of competition, may materially adversely affect Williams Scotsman’s business, results of operations and financial condition.

Effective management of Williams Scotsman’s rental equipment is vital to its business.

Williams Scotsman’s rental equipment has a long economic life and managing this equipment is a critical element to its lease business. Rental equipment asset management requires designing and building the product for a long life that anticipates the needs of Williams Scotsman’s customers and changes in legislation, regulations, building codes and local permitting in the various markets in which it operates. In addition, Williams Scotsman must successfully maintain and repair this equipment cost-effectively to maximize the economic life of the products and the proceeds received from the sale of such products. As the needs of its customers change, Williams Scotsman may need to incur costs to relocate or retrofit its lease assets to better meet shifts in demand. If the distribution of its lease assets is not aligned with regional demand, Williams Scotsman may be unable to take advantage of sales and lease opportunities despite excess inventory in other regions. If Williams Scotsman is not able to successfully manage its lease assets, its business, results of operations and financial condition may be materially adversely affected.

Failure to properly design, manufacture, repair and maintain its rental equipment may result in impairment charges, potential litigation and reduction of Williams Scotsman’s operating results and cash flows.

The economic life of Williams Scotsman’s rental units can exceed 20 years, with a residual value that varies depending on product type and location. However, proper design, manufacture, repairs and maintenance of rental equipment during ownership is required for the product to reach its estimated economic life with such residual value. If Williams Scotsman does not appropriately manage the design, manufacture, repair and maintenance of its rental equipment, delays or defers such repair or maintenance or suffers unexpected losses of rental equipment due to theft or obsolescence, Williams Scotsman may be required to incur impairment charges for equipment that is beyond economic repair or incur significant capital expenditures to acquire new rental equipment to serve demand. In addition, these failures may result in personal injury or property damage

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claims, including claims based on poor indoor air quality, and termination of leases or contracts by customers. Costs of contract performance, potential litigation and profits lost from termination could accordingly materially adversely affect Williams Scotsman’s future operating results and cash flows.

WSII’s operations are and Williams Scotsman’s operations will be exposed to operational, economic, political and regulatory risks.

As of June 30, 2017, WSII operated in three countries in North America. For the six months ended June 30, 2017, approximately 90.6%, 7.1%, and 2.3%, respectively, of WSII’s revenue was generated in the United States (excluding Alaska), Canada (including Alaska), and Mexico, respectively. The operations in these countries could be affected by foreign and international economic, political and regulatory risks. These risks include:

multiple regulatory requirements that are subject to change and that could restrict Williams Scotsman’s ability to assemble, lease or sell its products;
inflation, recession, fluctuations in foreign currency exchange and interest rates;
compliance with applicable export control laws and economic sanctions laws and regulations;
trade protection measures, including increased duties and taxes, and import or export licensing requirements;
price controls;
ownership regulations;
compliance with applicable antitrust and other regulatory rules and regulations relating to potential future acquisitions;
different local product preferences and product requirements;
pressures on management time and attention due to the complexities of overseeing global operations;
challenges in maintaining, staffing and managing multi-national operations;
different labor regulations;
potentially adverse consequences from changes in or interpretations of tax laws;
political and economic instability;
enforcement of remedies in various jurisdictions;
the risk that the business partners upon whom Williams Scotsman depends for technical assistance or management and acquisition expertise will not perform as expected;
the potential impact of collective bargaining;
obstacles to the repatriation of earnings and cash;
differences in business practices that may result in violation of company policies including but not limited to bribery and collusive practices; and
reduced protection for intellectual property in some countries.

These and other risks could have a material adverse effect on Williams Scotsman’s business, results of operations and financial condition.

Changes in state building codes could adversely impact Williams Scotsman’s ability to remarket its buildings, which would have a material impact on its business, financial condition and results of operations.

Building codes are generally reviewed, debated and, in certain cases, modified on a national level every three years as an ongoing effort to keep the regulations current and improve the life, safety and welfare of the building’s occupants. All aspects of a given code are subject to change including, but not limited to, such

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items as structural specifications for earthquake safety, energy efficiency and environmental standards, fire and life safety, transportation, lighting and noise limits. On occasion, state agencies have undertaken studies of indoor air quality and noise levels with a focus on permanent and modular classrooms.

This process leads to a systematic change that requires engagement in the process and recognition that past methods will not always be accepted. New modular construction is very similar to conventional construction where newer codes and regulations generally increase cost. New governmental regulations may increase our acquisition costs of new rental equipment, as well as increase our costs to refurbish existing equipment.

Compliance with building codes and regulations entails risk as state and local government authorities do not necessarily interpret building codes and regulations in a consistent manner, particularly where applicable regulations may be unclear and subject to interpretation. These regulations often provide broad discretion to governmental authorities that oversee these matters, which can result in unanticipated delays or increases in the cost of compliance in particular markets. The construction and modular industries have developed many “best practices” which are constantly evolving. Some of Williams Scotsman’s peers and competitors may adopt practices that are more or less stringent than ours. When, and if, regulatory standards are clarified, the effect of the clarification may be to impose rules on Williams Scotsman’s business and practices retroactively, at which time, it may not be in compliance with such regulations and it may be required to incur costly remediation. If Williams Scotsman is unable to pass these increased costs on to its customers, its business, financial condition, operating cash flows and results of operations could be negatively impacted.

Global or local economic movements could have a material adverse effect on Williams Scotsman’s business.

Williams Scotsman operates its business in the United States, Canada and Mexico. Williams Scotsman’s business may be negatively impacted by economic movements or downturns in the local markets in which it operates or global markets generally. These adverse economic conditions may reduce commercial activity, cause disruption and extreme volatility in global financial markets and increase rates of default and bankruptcy. Reduced commercial activity has historically resulted in reduced demand for Williams Scotsman’s products and services. For example, reduced commercial activity in the construction, energy and natural resources sectors in certain markets in which Williams Scotsman operates, particularly the United States and Canada, has negatively impacted its business. Disruptions in financial markets could negatively impact the ability of Williams Scotsman’s customers to pay their obligations to it in a timely manner and increase Williams Scotsman’s counterparty risk. If economic conditions worsen, Williams Scotsman may face reduced demand and an increase, relative to historical levels, in the time it takes to receive customer payments. If Williams Scotsman is not able to adjust its business in a timely and effective manner to changing economic conditions, its business, results of operations and financial condition may be materially adversely affected.

Global capital and credit markets conditions could materially adversely affect Williams Scotsman’s ability to access the capital and credit markets or the ability of key counterparties to perform their obligations to Williams Scotsman.

Although Williams Scotsman believes the banks participating in the New ABL Facility have adequate capital and resources, Williams Scotsman can provide no assurance that all of those banks will continue to operate as a going concern in the future. If any of the banks in Williams Scotsman’s lending group were to fail, it is possible that the borrowing capacity under the New ABL Facility would be reduced. Further, practical, legal and tax limitations may also limit Williams Scotsman’s ability to access the cash available to certain businesses within its group to service the working capital needs of other businesses within its group. In the event that the availability under the New ABL Facility were reduced significantly, Williams Scotsman could be required to obtain capital from alternate sources in order to finance its capital needs. The options for addressing such capital constraints would include, but would not be limited to, obtaining commitments from the remaining banks in the lending group or from new banks to fund increased amounts under the terms of the New ABL Facility, and accessing the public capital markets. In addition, Williams Scotsman may delay certain capital expenditures to ensure that it maintains appropriate levels of liquidity. If it became necessary to access additional capital, any such alternatives could have terms less favorable than those terms under the New ABL Facility, which could have a material adverse effect on Williams Scotsman’s business, results of operations, financial condition and cash flows.

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In addition, in the future Williams Scotsman may need to raise additional funds to, among other things, refinance existing indebtedness, fund existing operations, improve or expand its operations, respond to competitive pressures or make acquisitions. If adequate funds are not available on acceptable terms, Williams Scotsman may be unable to achieve its business or strategic objectives or compete effectively. Williams Scotsman’s ability to pursue certain future opportunities may depend in part on its ongoing access to debt and equity capital markets. Williams Scotsman cannot assure you that any such financing will be available on terms satisfactory to it or at all. If Williams Scotsman is unable to obtain financing on acceptable terms, it may have to curtail its growth by, among other things, curtailing the expansion of its fleet of units or its acquisition strategy.

Economic disruptions affecting key counterparties could also have a material adverse effect on Williams Scotsman’s business. Williams Scotsman monitors the financial strength of its larger customers, derivative counterparties, lenders and insurance carriers on a periodic basis using publicly-available information in order to evaluate its exposure to those who have or who Williams Scotsman believes may likely experience significant threats to its ability to adequately perform their obligations to it. The information available will differ from counterparty to counterparty and may be insufficient for Williams Scotsman to adequately interpret or evaluate its exposure and/or determine appropriate or timely responses.

If Williams Scotsman does not effectively manage its credit risk, collect on its accounts receivable, or recover its rental equipment from its customers’ sites, it could have a material adverse effect on Williams Scotsman’s business, financial condition and results of operations.

Williams Scotsman performs credit evaluation procedures on its customers on each transaction and requires security deposits or other forms of security from its customers when a significant credit risk is identified. Failure to manage its credit risk and receive timely payments on its customer accounts receivable may result in the write-off of customer receivables and loss of units if Williams Scotsman is unable to recover its rental equipment from its customers’ sites. If Williams Scotsman is not able to manage credit risk, or if a large number of customers should have financial difficulties at the same time, Williams Scotsman’s credit and equipment losses would increase above historical levels. If this should occur, Williams Scotsman’s business, financial condition and results of operations may be materially and adversely affected.

Williams Scotsman’s operations face foreign currency exchange rate exposure, which may materially adversely affect its business, results of operations and financial condition. Williams Scotsman’s revenues, results of operations and cash flows may also be materially and adversely affected by fluctuations in interest rates and commodity prices, including crude oil.

Williams Scotsman holds assets, incurs liabilities, earns revenue and pays expenses in certain currencies other than the U.S. dollar, primarily the Canadian dollar and the Mexican peso. Williams Scotsman’s consolidated financial results are denominated in U.S. dollars and therefore, during times of a strengthening U.S. dollar, its reported revenue in non-U.S. dollar jurisdictions will be reduced because the local currency will translate into fewer U.S. dollars. Revenue and expenses are translated into U.S. dollars at the average exchange rate for the period. In addition, the assets and liabilities of its non-U.S. dollar subsidiaries are translated into U.S. dollars at the exchange rates in effect on the balance sheet date. Foreign currency exchange adjustments arising from certain intra-company obligations with and between Williams Scotsman’s domestic companies and its foreign subsidiaries are marked-to-market and recorded as a non-cash loss or gain in each of its financial periods in its consolidated statements of comprehensive income. Accordingly, changes in currency exchange rates will cause Williams Scotsman’s total comprehensive income to fluctuate. In addition, fluctuations in foreign currency exchange rates will impact the amount of U.S. dollars Williams Scotsman receives when it repatriate funds from its non-U.S. dollar operations.

Williams Scotsman’s borrowings under the New ABL Facility would be variable rate debt. Fluctuations in interest rates may negatively impact the amount of interest payments and, therefore, Williams Scotsman’s future earnings and cash flows, assuming other factors are held constant. Williams Scotsman’s revenues, results of operations and cash flows are also affected by market prices for commodities such as crude oil. Commodity prices generally are affected by a wide range of factors beyond Williams Scotsman’s control, including weather, disease, insect damage, drought, the availability and adequacy of supply, government regulation and policies and general political and economic conditions. At any time, Williams Scotsman’s

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inventory levels and unfulfilled fixed or partially fixed price contract obligations may be substantial. Williams Scotsman has processes in place to monitor exposures to these risks and engage in strategies to manage these risks. If these controls and strategies are not successful in mitigating its exposure to these fluctuations, Williams Scotsman could be materially and adversely affected. Increases in market prices for commodities that Williams Scotsman purchases without a corresponding increase in the price of its products or its sales volume or a decrease in its other operating expenses could reduce its revenues and net income.

Significant increases in raw material and labor costs could increase Williams Scotsman’s operating costs significantly and harm its profitability.

Williams Scotsman incurs labor costs and purchase raw materials, including steel, lumber, siding and roofing, fuel and other products to perform periodic repairs, modifications and refurbishments to maintain physical conditions of its units and in connection with get-ready, delivery and installation of its units. The volume, timing and mix of such work may vary quarter-to-quarter and year-to-year. Generally, increases in labor and raw material costs will increase the acquisition costs of new units and also increase the repair and maintenance costs of Williams Scotsman’s fleet. Williams Scotsman also maintains a truck fleet to deliver units to and return units from its customers, the cost of which is sensitive to maintenance and fuel costs. During periods of rising prices for labor or raw materials, and in particular, when the prices increase rapidly or to levels significantly higher than normal, Williams Scotsman may incur significant increases in its acquisition costs for new units and incur higher operating costs that it may not be able to recoup from customers through changes in pricing, which could have a material adverse effect on its business, results of operations and financial condition.

The estimates and assumptions on which WSII’s financial projections for the Williams Scotsman business are based may prove to be inaccurate, which may cause Williams Scotsman’s or WSC’s future actual results to differ materially from such projections, which may adversely affect Williams Scotsman’s or WSC’s future profitability, cash flows and stock price.

In connection with the transactions contemplated by this proxy statement/prospectus, WSII prepared and the Board of Directors of Double Eagle considered, financial forecasts for the Williams Scotsman business prepared by company management. These projection are dependent on certain estimates and assumptions related to, among other things, growth and development of the business, market share, product pricing, volume and product mix, commodity prices, distribution, cost savings, accruals for estimated liabilities and Williams Scotsman’s ability to generate sufficient cash to reinvest in its existing business, fund internal growth, make acquisitions and meet debt obligations. While the financial projections are based on historical experience and on various other assumptions that WSII management believes to be reasonable under the circumstances and at the time they are made, Williams Scotsman’s actual results may differ materially from these financial projections. The financial projections speak only as of the date prepared and have not been, and will not be, updated. The financial projections are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all or within projected timeframes. Any material variation between WSII’s financial projections and Williams Scotsman’s actual results may adversely affect the future profitability, cash flows and stock price of WSC.

Third parties may fail to manufacture or provide necessary components for Williams Scotsman’s products properly or in a timely manner.

Williams Scotsman is often dependent on third parties to manufacture or supply components for its products. Williams Scotsman typically does not enter into long-term contracts with third-party suppliers. Williams Scotsman may experience supply problems as a result of financial or operating difficulties or the failure or consolidation of its suppliers. Williams Scotsman may also experience supply problems as a result of shortages and discontinuations resulting from product obsolescence or other shortages or allocations by suppliers. Unfavorable economic conditions may also adversely affect its suppliers or the terms on which it purchases products. In the future, Williams Scotsman may not be able to negotiate arrangements with third parties to secure products that it requires in sufficient quantities or on reasonable terms. If Williams Scotsman cannot negotiate arrangements with third parties to produce its products or if the third parties fail to produce Williams Scotsman’s products to its specifications or in a timely manner, Williams Scotsman’s business, results of operations and financial condition may be materially adversely affected.

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Williams Scotsman is subject to risks associated with labor relations, labor costs and labor disruptions.

Williams Scotsman is subject to the costs and risks generally associated with labor disputes and organizing activities related to unionized labor. From time to time, its operations may be disrupted by strikes, public demonstrations or other coordinated actions and publicity. Williams Scotsman may incur increased legal costs and indirect labor costs as a result of contractual disputes, negotiations or other labor-related disruptions. Operations where Williams Scotsman has collective bargaining agreements with employees accounted for approximately 2.22% of its employees as of June 30, 2017. These operations may be more highly affected by labor force activities than others, and all collective bargaining agreements must be renegotiated annually. Other locations may also face organizing activities or effects. Labor organizing activities could result in additional employees becoming unionized. Furthermore, collective bargaining agreements may limit Williams Scotsman’s ability to reduce the size of workforces during an economic downturn, which could put it at a competitive disadvantage.

Failure to retain key personnel could impede Williams Scotsman’s ability to execute its business plan and growth strategy.

One of the most important factors in Williams Scotsman’s ability to profitably execute its business plan is its ability to attract, develop and retain qualified personnel. Many of its key executives, managers and employees have knowledge and an understanding of Williams Scotsman’s business and its industry that cannot be readily duplicated and they are the key individuals that interface with customers. In addition, the ability to attract and retain qualified personnel is dependent on the availability of qualified personnel, the impact on the labor supply due to general economic conditions and the ability to provide a competitive compensation package. Failure to retain key personnel may materially adversely affect Williams Scotsman’s business, results of operations and financial condition.

In addition, labor shortages, the inability to hire or retain qualified employees nationally, regionally or locally or increased labor costs could have a material adverse effect on Williams Scotsman’s ability to control expenses and efficiently conduct its operations. Williams Scotsman may not be able to continue to hire and retain the sufficiently skilled labor force necessary to operate efficiently and to support its operating strategies. Labor expenses could also increase as a result of continuing shortages in the supply of personnel.

Williams Scotsman is currently part of the Algeco Group and Williams Scotsman has not operated as an independent company since 2007. WSII’s historical financial information is not representative of the results Williams Scotsman would have achieved as a separate, publicly-traded company and may not be a reliable indicator of Williams Scotsman’s future results.

The historical information of WSII refers to Williams Scotsman’s business, without giving effect to the Carve-Out Transaction and as operated by and integrated with the Algeco Group. Accordingly, the historical financial information does not necessarily reflect the financial condition, results of operations or cash flows that Williams Scotsman would have achieved as a separate, publicly-traded company during the periods presented or those that Williams Scotsman will achieve in the future primarily as a result of the factors described below:

Williams Scotsman’s business is currently operated by the Algeco Group as part of its broader corporate organization, rather than as an independent company. The Algeco Group or one of its affiliates performed various corporate functions for us such as legal, treasury, accounting, auditing, human resources, corporate affairs and finance. Williams Scotsman’s historical financial results reflect allocations of corporate expenses from the Algeco Group for such functions and are likely to be less than the expenses Williams Scotsman would have incurred had it operated as a separate publicly-traded company. Following the business combination, Williams Scotsman will be responsible for the cost related to such functions previously performed by the Algeco Group;

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Generally, Williams Scotsman’s working capital requirements and capital for Williams Scotsman’s general corporate purposes, including acquisitions and capital expenditures, have historically been satisfied as part of the corporate-wide cash management policies of the Algeco Group. Following the business combination, Williams Scotsman may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements;
WSII’s historical financial information does not give effect to the Carve-Out Transaction, in which the Sellers will transfer (prior to the business combination and other transactions contemplated by this proxy statement/prospectus), certain assets related to WSII’s historical remote accommodations business from WSII to other entities owned by the Sellers. The assets subject to the Carve-Out Transaction accounted for 25.9% and 21.9% of WSII’s consolidated revenue for the year ended December 31, 2016 and the six months ended June 30, 2017, respectively. See “WSII’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Condensed Combined Financial Information” for additional information about the Carve-Out Transaction; and
Williams Scotsman’s historical financial information prior to the business combination does not reflect the debt or the associated expenses that Williams Scotsman has incurred as part of the business combination.

Other significant changes may occur in Williams Scotsman’s cost structure, management, financing and business operations as a result of operating as a company separate from the Algeco Group. For additional information about the past financial performance of WSII, without giving effect to the Carve-Out Transaction or the business combination and the basis of presentation of the historical consolidated financial statements of WSII, see “WSII’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and WSII’s financial statements and accompanying notes included elsewhere in this proxy statement/prospectus.

Williams Scotsman may not be able to successfully acquire and integrate new operations, which could cause its business to suffer.

Williams Scotsman may not be able to successfully complete potential strategic acquisitions for various reasons. Williams Scotsman anticipates that it will consider acquisitions in the future that meet its strategic growth plans. Williams Scotsman cannot predict whether or when acquisitions will be completed, and it may face significant competition for certain acquisition targets. Acquisitions that are completed involve numerous risks, including the following:

difficulties in integrating the operations, technologies, products and personnel of the acquired companies;
diversion of management’s attention from normal daily operations of the business;
difficulties in entering markets in which Williams Scotsman has no or limited direct prior experience and where its competitors in such markets have stronger market positions;
difficulties in complying with regulations, such as environmental regulations, and managing risks related to an acquired business;
an inability to timely complete necessary financing and required amendments, if any, to existing agreements;
an inability to implement uniform standards, controls, procedures and policies;
undiscovered and unknown problems, defects, liabilities or other issues related to any acquisition that become known to Williams Scotsman only after the acquisition, particularly relating to rental equipment on lease that are unavailable for inspection during the diligence process; and
potential loss of key customers or employees.

In connection with acquisitions Williams Scotsman may assume liabilities or acquire damaged assets, some of which may be unknown at the time of such acquisitions; record goodwill and non-amortizable

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intangible assets that will be subject to future impairment testing and potential periodic impairment charges; or incur amortization expenses related to certain intangible assets.

The condition and regulatory certification of any fleet acquired is assessed as part of the acquisition due diligence. In some cases, fleet condition or regulatory certification may be difficult to determine due to fleet being on lease at the time of acquisition and/or inadequate certification records. Fleet acquisitions may therefore result in a rectification cost which may not have been factored into the acquisition price, impacting deployability and ultimate profitability of the fleet acquired.

Acquisitions are inherently risky, and no assurance can be given that Williams Scotsman’s future acquisitions will be successful or will not materially adversely affect its business, results of operations and financial condition. If Williams Scotsman does not manage new markets effectively, some of its new branches and acquisitions may lose money or fail, and Williams Scotsman may have to close unprofitable branches. Closing a branch in such circumstances would likely result in additional expenses that would cause Williams Scotsman’s operating results to suffer. To successfully manage growth, Williams Scotsman will need to continue to identify additional qualified managers and employees to integrate acquisitions within its established operating, financial and other internal procedures and controls. Williams Scotsman will also need to effectively motivate, train and manage its employees. Failure to successfully integrate recent and future acquisitions and new branches into existing operations could materially adversely affect Williams Scotsman’s results of operations and financial condition.

If Williams Scotsman determines that its goodwill and intangible assets have become impaired, it may incur impairment charges, which would negatively impact its operating results.

Williams Scotsman has goodwill, which represents the excess of the total purchase price of Williams Scotsman’s acquisitions over the fair value of the assets acquired, and other intangible assets. As of June 30, 2017, Williams Scotsman had approximately $58.9 million and $125.0 million of goodwill and other intangible assets, net, respectively, in its statement of financial position, which would represent approximately 4.5% and 9.5% of total assets, respectively. Williams Scotsman is required to review goodwill and intangible assets at least annually for impairment. In the event impairment is identified, a charge to earnings would be recorded. Impairment may result from significant changes in the manner of use of the acquired asset, negative industry or economic trends and significant underperformance relative to historic or projected operating results.

Williams Scotsman recorded impairment charges of $5.5 million in 2016. These charges represent non-cash impairment charges of certain of Williams Scotsman’s operations recognized in connection with its annual goodwill and intangible asset impairment testing. Any additional impairment charges in the future could adversely affect Williams Scotsman’s business, results of operations and financial condition.

Williams Scotsman may be unable to recognize deferred tax assets such as those related to its tax loss carryforwards and, as a result, lose future tax savings, which could have a negative impact on its liquidity and financial position.

Williams Scotsman recognizes deferred tax assets primarily related to deductible temporary differences based on its assessment that the item will be utilized against future taxable income and the benefit will be sustained upon ultimate settlement with the applicable taxing authority. Such deductible temporary differences primarily relate to tax loss carryforwards and deferred interest expense deductions. Tax loss carryforwards arising in a given tax jurisdiction may be carried forward to offset taxable income in future years from such tax jurisdiction and reduce or eliminate income taxes otherwise payable on such taxable income, subject to certain limitations. Deferred interest expense exists primarily within Williams Scotsman’s U.S. operating companies, where interest expense was not previously deductible as incurred but may become deductible in the future subject to certain limitations. Williams Scotsman may have to write down, via a valuation allowance, the carrying amount of certain of the deferred tax assets to the extent it determines it is not probable such deferred tax assets will continue to be recognized.

Some of the tax loss carryforwards expire and if Williams Scotsman does not have sufficient taxable income in future years to use the tax benefits before they expire, the benefit may be permanently lost. In addition, the taxing authorities could challenge Williams Scotsman’s calculation of the amount of its tax

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attributes, which could reduce certain of its recognized tax benefits. In addition, tax laws in certain jurisdictions may limit the ability to use carryforwards upon a change in control.

Williams Scotsman is subject to various laws and regulations including those governing government contracts, corruption and the environment. Obligations and liabilities under these laws and regulations may materially harm Williams Scotsman’s business.

Government Contract Laws and Regulations

Williams Scotsman leases and sells its products to government entities, among other parties, and, as a result, Williams Scotsman is subject to various statutes and regulations that apply to companies doing business with the government. The laws governing government contracts can differ from the laws governing private contracts. For example, many government contracts contain favorable pricing terms and conditions that are not typically included in private contracts, such as clauses that make certain obligations of government entities subject to budget appropriations. Many government contracts can be terminated or modified, in whole or in part, at any time, without penalty, by the government. In addition, failure to comply with these laws and regulations might result in administrative penalties or the suspension of its government contracts or debarment and, as a result, the loss of the related revenue which would harm Williams Scotsman’s business, results of operations and financial condition. Williams Scotsman is not aware of any action contemplated by any regulatory authority related to any possible non-compliance by or in connection with its operations.

Williams Scotsman’s operations are subject to an array of governmental regulations in each of the jurisdictions in which it operates. For example, its activities in the United States are subject to regulation by several federal and state government agencies, including the Occupational Safety and Health Administration (“OSHA”) and by federal and state laws. Williams Scotsman’s operations and activities in other jurisdictions are subject to similar governmental regulations. Similar to conventionally constructed buildings, the modular business industry is also subject to regulations by multiple governmental agencies in each jurisdiction relating to, among others, environmental, zoning and building standards, and health, safety and transportation matters. Noncompliance with applicable regulations, implementation of new regulations or modifications to existing regulations may increase costs of compliance, require a termination of certain activities or otherwise have a material adverse effect on Williams Scotsman’s business, results of operations and financial condition.

Anti-Corruption Laws and Regulations

Williams Scotsman is subject to various anti-corruption laws that prohibit improper payments or offers of payments to foreign governments and their officials by a U.S. person for the purpose of obtaining or retaining business. Williams Scotsman operates in countries that may present a more corruptible business environment than the United States. Such activities create the risk of unauthorized payments or offers of payments by one of Williams Scotsman’s employees or agents that could be in violation of various laws including the U.S. Foreign Corrupt Practices Act (the “FCPA”). Williams Scotsman has implemented safeguards and policies to discourage these practices by its employees and agents. However, existing safeguards and any future improvements may prove to be ineffective and employees or agents may engage in conduct for which Williams Scotsman might be held responsible. If employees violate Williams Scotsman’s policies or Williams Scotsman fails to maintain adequate record-keeping and internal accounting practices to accurately record its transactions it may be subject to regulatory sanctions. Violations of the FCPA or other anti-corruption laws may results in severe criminal or civil sanctions and penalties, including suspension or debarment from U.S. government contracting, and Williams Scotsman may be subject to other liabilities which could have a material adverse effect on its business, results of operations and financial condition. Williams Scotsman is also subject to similar anti-corruption laws in other jurisdictions.

Environmental Laws and Regulations

Williams Scotsman is subject to a variety of national, state, regional and local environmental laws and regulations. Among other things, these laws and regulations impose limitations and prohibitions on the discharge and emission of, and establish standards for the use, disposal and management of, regulated materials and waste, and impose liabilities for the costs of investigating and cleaning up, and damages resulting from, present and past spills, disposals or other releases of hazardous substances or materials. In the ordinary course of business, Williams Scotsman uses and generate substances that are regulated or may be

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hazardous under environmental laws. Williams Scotsman has an inherent risk of liability under environmental laws and regulations, both with respect to ongoing operations and with respect to contamination that may have occurred in the past on its properties or as a result of its operations. From time to time, Williams Scotsman’s operations or conditions on properties that it has acquired, have resulted in liabilities under these environmental laws. Williams Scotsman may in the future incur material costs to comply with environmental laws or sustain material liabilities from claims concerning noncompliance or contamination. Williams Scotsman has no reserves for any such liabilities.

Williams Scotsman cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted, or what environmental conditions may be found to exist at its facilities or at third party sites for which Williams Scotsman may be liable. Enactment of stricter laws or regulations, stricter interpretations of existing laws and regulations or the requirement to undertake the investigation or remediation of currently unknown environmental contamination at its own sites or third party sites may require Williams Scotsman to make additional expenditures, some of which could be material.

Williams Scotsman may be subject to litigation, judgments, orders or regulatory proceedings that could materially harm its business.

Williams Scotsman is subject to claims arising from disputes with customers, employees, vendors and other third parties in the normal course of business. The risks associated with any such disputes may be difficult to assess or quantify and their existence and magnitude may remain unknown for substantial periods of time. If the plaintiffs in any suits against Williams Scotsman were to successfully prosecute their claims, or if it were to settle such suits by making significant payments to the plaintiffs, Williams Scotsman’s business, results of operations and financial condition would be harmed. Even if the outcome of a claim proves favorable to Williams Scotsman, litigation can be time consuming and costly and may divert management resources. To the extent that Williams Scotsman’s senior executives are named in such lawsuits, its indemnification obligations could magnify the costs.

Unanticipated changes in Williams Scotsman’s tax obligations, the adoption of a new tax legislation, or exposure to additional income tax liabilities could affect profitability.

Williams Scotsman is subject to income taxes in the United States, Canada or Mexico. Williams Scotsman’s tax liabilities are affected by the amounts charged for inventory, services, funding, and other intercompany transactions. Williams Scotsman is subject to potential tax examinations in these jurisdictions. Tax authorities may disagree with Williams Scotsman’s intercompany charges, cross-jurisdictional transfer pricing or other tax positions and assess additional taxes. Williams Scotsman regularly assesses the likely outcomes of these examinations in order to determine the appropriateness of its tax provision. However, there can be no assurance that Williams Scotsman will accurately predict the outcomes of these potential examinations, and the amounts ultimately paid upon resolution of examinations could be materially different from the amounts previously included in its income tax provision and, therefore, could have a material impact on its results of operations and cash flows. In addition, Williams Scotsman’s future effective tax rate could be adversely affected by changes to its operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, and the discovery of new information in the course of its tax return preparation process. A number of proposals for broad reform of the corporate tax system in the U.S. are under evaluation at the federal level, but it is not possible to accurately determine the overall impact of such proposals on Williams Scotsman’s effective tax rate at this time. Changes in tax laws or regulations, including multijurisdictional changes enacted in response to the guidelines provided by the Organization for Economic Co-operation and Development to address base erosion and profit sharing, may increase tax uncertainty and adversely affect Williams Scotsman’s results of operations.

Any failure of Williams Scotsman’s management information systems could disrupt its business and result in decreased lease or sale revenue and increase overhead costs.

Williams Scotsman depends on its management information systems to actively manage its lease fleet, control new unit capital spending and provide fleet information, including leasing history, condition and availability of its units. These functions enhance the ability to optimize fleet utilization, rentability and

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redeployment. The failure of Williams Scotsman’s management information systems to perform as anticipated could damage Williams Scotsman’s reputation with its customers, disrupt its business or result in, among other things, decreased lease and sales revenue and increased overhead costs. For example, an inaccurate utilization rate could cause Williams Scotsman to fail to have sufficient inventory to meet consumer demand, resulting in decreased sales. Any such failure could harm Williams Scotsman’s business, results of operations and financial condition. In addition, the delay or failure to implement information system upgrades and new systems effectively could disrupt Williams Scotsman’s business, distract management’s focus and attention from business operations and growth initiatives and increase Williams Scotsman’s implementation and operating costs, any of which could materially adversely affect its operations and operating results.

Like other companies, Williams Scotsman’s information systems may be vulnerable to a variety of interruptions due to events beyond its control, including, but not limited to, telecommunications failures, computer viruses, security breaches (including cyber-attacks) and other security issues. In addition, because Williams Scotsman’s systems contain information about individuals and businesses, the failure to maintain the security of the data Williams Scotsman holds, whether the result of its own error or the malfeasance or errors of others, could harm its reputation or give rise to legal liabilities leading to lower revenue, increased costs, regulatory sanctions and other potential material adverse effects on its business, results of operations and financial condition.

Williams Scotsman’s operations could be subject to natural disasters and other business disruptions, which could materially adversely affect its future revenue and financial condition and increase its costs and expenses.

Williams Scotsman’s operations could be subject to natural disasters and other business disruptions such as fires, floods, hurricanes, earthquakes and terrorism, which could adversely affect its future revenue and financial condition and increase its costs and expenses. For example, hurricanes Harvey and Irma in August and September 2017 impacted Williams Scotsman’s operations in Texas and Florida. Williams Scotsman has submitted claims relating to these hurricanes to its insurers in the impacted locations, however, Williams Scotsman may face significant delays in resolving its insurance claims or its insurers may challenge or deny parts or all of its claims. See “Risk Factors — Risks Relating to Williams Scotsman’s Business — Williams Scotsman is exposed to various possible claims relating to its business and its insurance may not fully protect it.” See “WSII’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting WSII’s Business — Natural Disasters.” In addition, the occurrence and threat of terrorist attacks may directly or indirectly affect economic conditions, which could in turn adversely affect demand for Williams Scotsman’s products and services. In the event of a major natural or man-made disaster, Williams Scotsman could experience loss of life of its employees, destruction of facilities or business interruptions, any of which may materially adversely affect its business. If any of Williams Scotsman’s facilities or a significant amount of its rental equipment were to experience a catastrophic loss, it could disrupt its operations, delay orders, shipments and revenue recognition and result in expenses to repair or replace the damaged rental equipment and facility not covered by asset, liability, business continuity or other insurance contracts. Also, Williams Scotsman could face significant increases in premiums or losses of coverage due to the loss experienced during and associated with these and potential future natural or man-made disasters that may materially adversely affect its business. In addition, attacks or armed conflicts that directly impact one or more of its properties could significantly affect Williams Scotsman’s ability to operate those properties and thereby impair its results of operations.

More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the global economy and worldwide financial markets. Any of these occurrences could have a material adverse effect on Williams Scotsman’s business, results of operations and financial condition.

Williams Scotsman is exposed to various possible claims relating to its business and its insurance may not fully protect it.

Williams Scotsman is exposed to various possible claims relating to its business. These possible claims include those relating to: (1) personal injury or death caused by containers, offices or trailers rented or sold by Williams Scotsman; (2) motor vehicle accidents involving Williams Scotsman’s vehicles and its employees; (3) employment-related claims; (4) property damage and (5) commercial claims. Williams Scotsman’s

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insurance policies have deductibles or self-insured retentions which would require Williams Scotsman to expand amounts prior to taking advantage of coverage limits. Williams Scotsman believes that it has adequate insurance coverage for the protection of its assets and operations. However, its insurance may not fully protect it for certain types of claims such as dishonest, fraudulent, criminal or malicious acts; terrorism, war, hostile or warlike action during a time of peace; automobile physical damage; natural disasters; and cybercrime.

Demand for Williams Scotsman’s products and services is sensitive to changes in demand within a number of key industry end-markets and geographic regions.

Williams Scotsman’s financial performance is dependent on the level of demand for its products and services, which is sensitive to the level of demand within various sectors, in particular, the commercial and industrial, construction, education, energy and natural resources, government and other end-markets. Each of these sectors is influenced not only by the state of the general global economy but by a number of more specific factors as well. For example, demand for modular buildings within the energy and resources sector may be materially adversely affected by a decline in global energy prices. Demand for Williams Scotsman’s products and services may also vary among different localities or regions.

The levels of activity in these sectors and geographic regions may also be cyclical, and Williams Scotsman may not be able to predict the timing, extent or duration of the activity cycles in the markets in which it or its key customers operate. A decline or slowed growth in any of these sectors or geographic regions could result in reduced demand for its products and services, which may materially adversely affect Williams Scotsman’s business, results of operations and financial condition.

Williams Scotsman may not be able to redeploy its units effectively should a significant number of its leased units be returned during a short period of time, which could adversely affect its financial performance.

While Williams Scotsman’s typical lease terms include contractual provisions requiring customers to retain units on lease for a specified period, its customers generally rent their units for periods longer than the contractual lease terms. As of June 30, 2017, the average lease duration of Williams Scotsman’s current lease portfolio was approximately 35 months. Should a significant number of leased units be returned during a short period of time, a large supply of units would need to be remarketed. Williams Scotsman’s failure to effectively remarket a large influx of units returning from leases could have a material adverse effect on its financial performance.

Failure to close Williams Scotsman’s unit sales transactions as projected could cause its actual revenue or cash flow for a particular fiscal period to differ from expectations.

Sales of new and used modular space and portable storage units to customers represented approximately 12% of Williams Scotsman’s revenue during the six months ended June 30, 2017. The completion of sale transactions is subject to certain factors that are beyond Williams Scotsman’s control, including permit requirements and weather conditions. Accordingly, the actual timing of the completion of these transactions may take longer than expected. As a result, Williams Scotsman’s actual revenue and cash flow in a particular fiscal period may not consistently correlate to its internal operational plans and budgets. If Williams Scotsman is unable to prepare accurate internal operational plans and budgets, it may fail to take advantage of business and growth opportunities otherwise available and its business, results of operations and financial condition may be materially adversely affected.

Any failure by Algeco Global or one of its affiliates to deliver the services to be provided under the Transition Services Agreement or breach of the covenants in the IP Agreement could have a material adverse effect on Williams Scotsman’s business, financial condition and results of operations.

In connection with the Carve-Out Transaction, it entered into the Transition Services Agreement (as defined herein) and the IP Agreement (as defined herein), respectively, with Algeco Global and A/S Holding, respectively, for the mutual provision of certain transitional services and the mutual agreement to take or refrain from taking certain actions for certain periods specified therein. The transitional services provided under the Transition Services Agreement include use of office space and information technology, human

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resources, accounting, insurance, legal, tax, treasury and other services. If Algeco Global fails to provide or procure the services envisaged under the Transition Services Agreement, or fails to provide such services in a timely manner, such failure could have a material adverse effect on Williams Scotsman’s business, financial condition and results of operations. Additionally, under the IP Agreement, Williams Scotsman, the Holdco Acquiror and the parent of Algeco Global will cooperate to simultaneously use certain trademarks that include the word “SCOTSMAN” and wind down their respective use thereof over a specified period. The primary intent of the IP Agreement is to avoid customer confusion in the marketplace and protect the goodwill associated with the “SCOTSMAN” trademarks. Any breach of the covenants and agreements set forth in the IP Agreement by Algeco Global or its affiliates could have a material adverse effect on Williams Scotsman’s business, financial condition and results of operations.

Williams Scotsman’s future operating results may fluctuate, fail to match past performance or fail to meet expectations.

Williams Scotsman’s operating results may fluctuate, fail to match past performance or fail to meet the expectations of analysts and investors. Williams Scotsman’s financial results may fluctuate as a result of a number of factors, some of which are beyond its control, including but not limited to:

general economic conditions in the geographies and industries where Williams Scotsman rents and sells its products;
seasonal fluctuations in business volume;
legislative and educational policies where Williams Scotsman rents and sells its products;
the budgetary constraints of Williams Scotsman’s customers;
the success of Williams Scotsman’s strategic growth initiatives;
the costs associated with the launching or integrating new or acquired businesses;
the cost, type and timing of equipment purchases, rentals and sales;
the nature and duration of the equipment needs of customers;
the raw material or labor costs of equipment purchased for lease or resale;
the timing of new product introductions by Williams Scotsman, its suppliers and its competitors;
the volume, timing and mix of maintenance and repair work on Williams Scotsman’s rental equipment;
Williams Scotsman’s equipment mix, availability, utilization and pricing;
changes in end-user demand requirements;
the mix, by state and country, of Williams Scotsman’s revenue, personnel and assets;
the impairment of Williams Scotsman’s rental equipment arising from excess, obsolete or damaged equipment;
movements in interest rates, exchange rates or tax rates;
changes in, and application of, accounting rules;
changes in the regulations applicable to Williams Scotsman;
litigation matters;
the success of large scale capital intensive projects;
liquidity, including the impact of Williams Scotsman’s debt service costs; and
attrition and retention risk.

As a result of these factors, WSII’s historical financial results are not necessarily indicative of its future results.

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WSII’s independent registered public accounting firm included an explanatory paragraph relating to its ability to continue as a going concern in its report on WSII’s audited financial statements included in this proxy statement/prospectus for the year ended December 31, 2016.

WSII’s report from its independent registered public accounting firm for the year ended December 31, 2016 includes an explanatory paragraph stating that, as further discussed in Note 1 to WSII’s consolidated financial statements included in this proxy statement/prospectus, WSII has insufficient capital to meet its obligations when they become due within one year from the date after the financial statements were issued. There can be no assurances that WSII’s parent company, Algeco Global, will continue to have the ability to financially support WSII’s operations given the existence of substantial doubt about Algeco Global’s ability to continue as a going concern. WSII’s public accounting firm further noted that these conditions raise substantial doubt about WSII’s ability to continue as a going concern. However, WSII’s consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of these uncertainties. Following the completion of the transactions contemplated by this proxy statement/prospectus, WSII’s outstanding debt obligations reflected in these financial statements will be repaid or refinanced and Williams Scotsman will no longer be an obligor under or guarantee these debt obligations. See “Certain Relationships and Related Party Transactions — Williams Scotsman Agreements — Williams Scotsman Related Party Transactions — Algeco Group Debt Facilities.” For additional information about WSII’s outstanding debt, see Note 1 to WSII’s audited consolidated financial statements for the year ended December 31, 2016 and WSII’s unaudited consolidated financial statements for the six months ended June 30, 2017.

WSC has not been managed as a public company since 2007 and its resources may not be sufficient to fulfill its public company obligations.

Following the completion of the business combination, Williams Scotsman’s ultimate parent company, WSC will be subject to various regulatory requirements, including those of the SEC and NASDAQ. These requirements include record keeping, financial reporting and corporate governance rules and regulations. While certain members of Williams Scotsman’s management team have experience in managing a public company, Williams Scotsman has not had all of the resources typically found in a public company since around the time of the completion of its acquisition by the Ristretto Group S.á r.l. and its subsequent delisting in 2007. WSC’s internal infrastructure may not be adequate to support its increased reporting obligations, and it may be unable to hire, train or retain necessary staff and may be reliant on engaging outside consultants or professionals to overcome its lack of experience or employees. WSC’s management team may not successfully or efficiently manage its transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws, the listing requirements of NASDAQ or such other national securities exchange on which WSC’s equity securities may trade and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from WSC’s senior management and could divert their attention away from the day-to-day management of the business, which could adversely affect WSC’s business, financial condition, and operating results. Williams Scotsman’s business could be adversely affected if its internal infrastructure is inadequate, if it is unable to engage outside consultants or if it is otherwise unable to fulfill its public company obligations.

WSC will incur significantly increased costs as a result of operating as a public company, and its management will be required to devote substantial time to compliance efforts.

WSC will incur significant legal, accounting, insurance and other expenses as a result of being a public company. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”) and the Sarbanes-Oxley Act, as well as related rules implemented by the SEC, have required changes in corporate governance practices of public companies. In addition, rules that the SEC is implementing or is required to implement pursuant to the Dodd-Frank Act are expected to require additional change. WSC expects that compliance with these and other similar laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act, will substantially increase its expenses, including legal and accounting costs, and make some activities more time-consuming and costly. It is possible that these expenses will exceed the increases projected by management. These laws, rules and regulations may also make it more expensive to obtain director and officer liability insurance, and it may be required to accept

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reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage, which may make it more difficult for WSC to attract and retain qualified persons to serve on its board of directors or as officers. Although the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”) may, for a limited period of time, somewhat lessen the cost of complying with these additional regulatory and other requirements, WSC nonetheless expects a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact its results of operations and financial condition.

Risks Relating to Williams Scotsman’s Indebtedness

Williams Scotsman’s leverage may make it difficult for Williams Scotsman to service its debt and operate its business.

As of June 30, 2017, on a pro forma basis after giving effect to the business combination and the other transactions contemplated hereby, Williams Scotsman would have had $508 million of indebtedness, consisting primarily of $190 million of borrowings under the New ABL Facility, and $300 million of bridge loans and/or senior secured notes.

Williams Scotsman’s leverage could have important consequences, including:

making it more difficult to satisfy its obligations with respect to its various debt and liabilities;