WillScot Mobile Mini Announces Pricing of Secondary Offering
September 09 2021 - 8:33PM
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 pricing of its
previously announced underwritten secondary offering (the
“Offering”) of 21,410,019 shares (the “Shares”) of its common
stock, par value $0.0001 per share (the “Common Stock”). The Shares
have been offered by Sapphire Holding S.à r.l., an entity
controlled by TDR Capital (the “Selling Stockholder”), at a price
to the public of $28.50 per share. The Company has not offered any
shares in the Offering and will not receive any of the proceeds
from the Offering. The closing of the Offering is expected to occur
on September 14, 2021.
Morgan Stanley has acted 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 were filed with the SEC on September 9, 2021 and
are available on the SEC’s website. 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 has entered into a
share repurchase agreement with the Selling Stockholder pursuant to
which it will repurchase 2,379,839 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 is conditioned upon the closing of the
Offering, the closing of the Offering is not 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 270 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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