WillScot and Mobile Mini completed their previously announced merger pursuant to which WillScot, a specialty rental services provider of modular space and portable storage solutions across North America, combined with Mobile Mini, a provider of portable storage solutions serving customers in the U.S., UK and Canada. The combined company is named WillScot Mobile Mini and its common stock will trade, beginning today, on Nasdaq under the ticker symbol “WSC.”
In connection with the transaction, WillScot, through its subsidiary, Williams Scotsman International, issued $650 million in aggregate principal amount of senior secured notes due 2025 and entered into a new $2.4 billion asset-based revolving credit facility. According to an 8K filed with the SEC, Bank of America served as administrative and collateral agent on the asset-based revolving credit facility.
The proceeds from the notes offering together with approximately $1.43 billion of borrowings under the new credit facility were used to pay fees and expenses related to the transaction and to repay WillScot’s and Mobile Mini’s existing asset-based credit facilities, WillScot’s senior secured notes due 2022 and all of Mobile Mini’s outstanding senior notes. In addition, $490 million in aggregate principal amount of WillScot’s senior secured notes due 2023 and approximately $77 million of Mobile Mini capital leases remain outstanding following the transaction. Upon completion of the aforementioned transactions, WillScot Mobile Mini had approximately $2.65 billion of gross debt and capital leases outstanding, and more than $900 million of available liquidity in its credit facility.
“The closing of this strategic and financially compelling merger creates a stronger and more diverse company that is better positioned for the future,” Brad Soultz, president and CEO of WillScot, said. “I would first like to thank the employees of both companies for their invaluable contributions in creating these two complementary industry leaders. During our time working with the Mobile Mini team, it is clear that our cultures are aligned, which gives me great confidence in our ability to execute and realize the value inherent in this combination. I would also like to thank both the Mobile Mini and WillScot investors for their trust in us and their overwhelming support of the merger.
“The fact that we consummated this transaction and have continued to deliver outstanding operating results, while prioritizing the welfare of our employees and customers during an unprecedented pandemic, is truly a testament to the grit of our organizations and the resilience of our combined businesses. We are entering the next chapter of our transformation with a stronger team, more diversified assets and end markets, a solid and rapidly de-leveraging balance sheet, robust free cash flow, and multiple compelling revenue and earnings growth levers that are within our control. Together, we expect these combined strengths will compound and drive significant shareholder value creation for years to come.”
“I am very proud of our entire team’s hard work and contributions towards making Mobile Mini the world class business it is today, and look forward to this next step in our company’s evolution,” Kelly Williams, president and CEO of Mobile Mini, said. “We are excited to join forces with WillScot to become an undisputed leader for the rental industry in both the portable storage and modular space solutions sectors. We expect these two highly successful organizations to become even stronger together as our teams apply best practices and drive efficiencies across the combined business, providing even higher levels of premium service for our customers and further increasing value for our shareholders.”
Morgan Stanley served as the lead financial advisor and Rothschild & Co. served as the financing advisor to WillScot. Stifel, Nicolaus & Co served as the financial advisor to the special committee of WillScot’s board of directors. BofA Securities, Deutsche Bank Securities and J.P. Morgan Securities served as additional financial advisors to WillScot. Allen & Overy acted as external legal counsel to WillScot.
Barclays Capital and Goldman Sachs served as the financial advisors to Mobile Mini, and Davis Polk & Wardwell acted as external legal counsel to Mobile Mini.