WillScot Announces Pricing of $190 Million Tack-On Offering of Senior Secured Notes
May 09 2019 - 5:24PM
WillScot Corporation (“WillScot”) (Nasdaq: WSC), the specialty
rental services market leader providing innovative modular space
and portable storage solutions across North America, today
announced that its indirect subsidiary, Williams Scotsman
International, Inc. (the “Issuer”), has priced its previously
announced tack-on offering (the “Tack-On Offering”) of $190 million
in aggregate principal amount of its 6.875% senior secured notes
due 2023 (the “New Notes”) at an issue price of 100.250% of the
aggregate principal amount of the New Notes plus accrued interest
from February 15, 2019. The New Notes will be issued as additional
securities under an Indenture, dated August 6, 2018 (as
supplemented from time to time, the “Indenture”), pursuant to which
the Issuer issued $300,000,000 in aggregate principal amount of its
6.875% Senior Notes due 2023 (the “Existing Notes”) in August 2018.
The New Notes and the Existing Notes are intended to be treated as
a single class of debt securities under the Indenture, and the New
Notes will have identical terms to the Existing Notes, other than
with respect to the issue date and issue price.
WillScot intends to use the net proceeds from the Tack-On
Offering to repay a portion of outstanding borrowings under its
senior secured revolving credit facility, which will be available
to be re-borrowed in the future, subject to certain conditions.
The New Notes are being offered in a private placement
transaction to qualified institutional buyers in accordance with
Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and to certain investors outside the United
States in accordance with Regulation S under the Securities Act.
The New Notes will not be registered under the Securities Act or
the securities laws of any other jurisdiction and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. This
press release does not constitute an offer to sell any security and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer or sale would be unlawful.
WillScot expects the Tack-On Offering to close on May 14, 2019,
subject to customary closing conditions.
Forward Looking Statements
This press release contains forward-looking statements 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,” and variations of these words and similar expressions
identify forward-looking statements, which are generally not
historical in nature. Forward-looking statements are subject to a
number of risks, uncertainties, assumptions and other important
factors, many of which are outside our control, which could cause
actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Although WillScot
believes that these forward-looking statements are based on
reasonable assumptions, it can give no assurance that any such
forward-looking statement will materialize. Important factors that
may affect actual results or outcomes include, among others: our
ability to acquire and integrate assets and operations; our ability
to achieve planned synergies; our ability to manage
growth and execute our business plan; our estimates of the size
of the markets for our products; the rate and degree of market
acceptance of our products; the success of other competing modular
space and portable storage solutions that exist or may become
available; rising costs adversely affecting our profitability
(including cost increases resulting from tariffs); potential
litigation involving our company; general economic and market
conditions impacting demand for our products and services;
implementation of tax reform; our ability to implement and maintain
an effective system of internal controls; and such other risks and
uncertainties described in the periodic reports we file with the
SEC from time to time (including our Form 10-K for the year ending
December 31, 2018 and our Form 10-Q for the quarter ended March 31,
2019). Any forward-looking statement speaks only at the date which
it is made, and WillScot disclaims any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
About WillScot Corporation
Headquartered in Baltimore, Maryland, WillScot Corporation is
the public holding company for the Williams Scotsman family of
companies in the United States, Canada and Mexico. WillScot
Corporation trades on the Nasdaq stock exchange under the ticker
symbol “WSC.” WillScot is the specialty rental services market
leader providing innovative modular space and portable storage
solutions across North America. It is the modular space supplier of
choice for the construction, education, health care, government,
retail, commercial, transportation, security and energy sectors.
With over half a century of innovative history, organic growth and
strategic acquisitions, its fleet comprises nearly 160,000 modular
space and portable storage units managed through its network of
over 120 locations.
Contact Information
Investor Inquiries:
Mark Barbalato
investors@willscot.com
Media Inquiries:
Scott Junk
scott.junk@willscot.com
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