The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by the full
text of the Merger Agreement, a copy of which will be filed by amendment to this Current Report on Form 8-K.
The Merger Agreement has been included to
provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in
the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including
being qualified by confidential disclosure schedules which are not filed publicly and are made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations, warranties and covenants, and any descriptions thereof, may not be accurate characterizations
of the actual state of facts or condition of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date
of the Merger Agreement, which subsequent information may or may not be fully reflected in the Companys or Parents public disclosures.
Item 7.01 |
Regulation FD Disclosure |
On January 29, 2024, the Company and Parent issued a joint press release announcing their entry into the Merger Agreement. The full text of the press release
is furnished as Exhibit 99.1. The information under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed filed for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the Exchange Act), as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements (including the guidance/outlook contained herein) within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and
Section 21E of the Securities Exchange Act of 1934, as amended. The words estimates, expects, anticipates, believes, forecasts, plans, intends, may,
will, should, shall, outlook, guidance, see, have confidence and variations of these words and similar expressions identify forward-looking statements, which are
generally not historical in nature. Certain of these forward-looking statements include statements relating to: WillScot Mobile Minis mergers and acquisitions pipeline, acceleration of WillScot Mobile Minis run rate, acceleration toward
and the timing of WillScot Mobile Minis achievement of WillScot Mobile Minis three to five year milestones, growth and acceleration of cash flow, driving higher returns on invested capital, and Adjusted EBITDA margin expansion, as well
as statements involving the proposed acquisition of McGrath, including anticipated time of closing, the expected scale, operating efficiency and synergies, stockholder, employee and customer benefits, the amount and timing of revenue and expense
synergies, future financial benefits and operating results, expectations relating to the combined customer base and rental fleet, and tax treatment for the acquisition. Forward-looking statements are subject to a number of risks, uncertainties,
assumptions and other important factors, many of which are outside our and WillScot Mobile Minis control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Certain of
these forward-looking statements relate to the proposed transaction, including: expected scale; operating efficiency; stockholder, employee and customer benefits; key assumptions; timing of closing; the amount and timing of revenue and expense
synergies; future financial benefits and operating results; and integration spend. Although the Company believes that these forward-looking statements are based on reasonable assumptions, they are predictions and we can give no assurance that any
such forward-looking statement will materialize. Important factors that may affect actual results or outcomes include, among others, WillScot Mobile Minis ability to acquire and integrate new assets and operations; WillScot Mobile Minis
ability to judge the demand outlook; WillScot Mobile Minis ability to achieve planned synergies related to
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