WillScot Mobile Mini Announces Launch of Secondary Offering and Concurrent Stock Repurchase
June 22 2021 - 4:24PM
WillScot Mobile Mini Holdings Corp. (“WillScot Mobile Mini” or the
“Company”) (Nasdaq: WSC), a North American leader in modular space
and portable storage solutions, today announced the launch of an
underwritten, secondary offering (the “Offering”) of 14,000,000
shares (the “Shares”) of its common stock, par value $0.0001 per
share (the “Common Stock”). The Shares are being offered by the
Company’s principal shareholder, Sapphire Holding S.à r.l., an
entity controlled by TDR Capital (the “Selling Stockholder”). The
Selling Stockholder granted the underwriter a 30-day option to
purchase up to an additional 2,100,000 shares. The Company is not
offering any shares in the Offering and will not receive any of the
proceeds from the Offering.
Morgan Stanley is acting as sole underwriter for the
Offering.
The Offering is being made pursuant to an effective shelf
registration statement, including a base prospectus, that has been
filed with the Securities and Exchange Commission (the “SEC”) and
became automatically effective on March 1, 2021 and is available on
the SEC’s website. A preliminary prospectus supplement and the
accompanying base prospectus related to the Offering have been
filed with the SEC on June 22, 2021. Copies of these documents may
be obtained from: Morgan Stanley & Co. LLC, 180 Varick
Street, 2nd Floor, New York, NY 10014, Attention: Prospectus
Department.
In addition, the Company announced that it has entered into a
share repurchase agreement with the Selling Stockholder pursuant to
which it intends to purchase 3,900,000 shares of Common Stock
directly from the Selling Stockholder (the “Share Repurchase”). The
price per share to be paid by the Company will be equal to the
price per Share paid by the underwriters for the Shares in the
Offering. The Company expects to fund the Share Repurchase from
borrowings under its ABL Credit Facility. The Share Repurchase is
expected to be consummated concurrently with the closing of the
Offering. Although the Share Repurchase will be conditioned upon,
among other things, the closing of the Offering, the closing of the
Offering will not be conditioned upon the closing of the Share
Repurchase.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities of the Company, nor
shall there be any sale of securities of the Company in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Cautionary Statement Regarding 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,” “shall,” “outlook” 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 the
timing and conduct of the Offering, the size and terms of the
Offering and the closing of the Offering. 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.
These risks include, without limitation, risks and uncertainties
related to market conditions, that the size of the Offering could
change or the Offering could be terminated, and the satisfaction of
customary closing conditions related to the Offering. Any
forward-looking statement speaks only at the date which it is made,
and WillScot Mobile Mini 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 Mobile Mini Holdings Corp.
WillScot Mobile Mini Holdings trades on the Nasdaq stock
exchange under the ticker symbol “WSC.” Headquartered in Phoenix,
Arizona, the Company is a leading business services provider
specializing in innovative flexible workspace and portable storage
solutions. WillScot Mobile Mini services diverse end markets across
all sectors of the economy from a network of approximately 275
branch locations and additional drop lots throughout the United
States, Canada, Mexico, and the United Kingdom.
Contact Information
Investor Inquiries:
Nick Girardi
nick.girardi@willscotmobilemini.com
Media Inquiries:
Scott Junk
scott.junk@willscotmobilemini.com
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