Item 1.01 Entry into a Material Definitive Agreement
Overview
On March 1, 2020, Mobile Mini, Inc., a Delaware corporation (the "Company" or
"Mobile Mini"), WillScot Corporation, a Delaware corporation ("WillScot" and
following the Merger, the "Combined Company") and Picasso Merger Sub, Inc., a
Delaware corporation and wholly-owned subsidiary of WillScot ("Merger Sub"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant
to which, subject to the satisfaction or waiver of certain customary closing
conditions, Merger Sub will be merged with and into Mobile Mini, with Mobile
Mini surviving as a wholly-owned subsidiary of WillScot (the "Merger"). Prior to
the closing of the Merger, the Company and WillScot will agree on the name and
ticker symbol of the Combined Company to be effective as of the Effective Time
(as defined below). The Merger Agreement is further described below.
In connection with the Merger Agreement, on March 1, 2020, WillScot entered into
a commitment letter (the "Commitment Letter") pursuant to which certain
financial institutions have committed to provide a senior secured asset based
revolving credit facility (the "New ABL Facility") in an aggregate principal
amount of $2.4 billion to finance the Merger. The proceeds of the New ABL
Facility will be available (x) to refinance the existing ABL credit agreements
of WillScot and Mobile Mini and to redeem the existing senior notes of Mobile
Mini, and (y) to pay the fees, costs and expenses incurred in connection with
the Merger and the related transactions, subject to customary conditions.
Concurrently with the execution and delivery of the Merger Agreement, Mobile
Mini entered into a voting agreement (the "Voting Agreement") with TDR Capital
LLP ("TDR Capital"), TDR Capital II Holdings L.P. ("TDR Holdings"), and Sapphire
Holding S.à r.l. ("Sapphire Holdings"), an affiliate of the investment funds
managed by TDR Capital (together with TDR Capital and TDR Holdings, the "TDR
Parties") whereby Sapphire Holdings has agreed, among other things, to vote all
of its shares of WillScot's Class A common stock, par value $0.0001 per share
(the "WillScot Class A Common Stock") and WillScot's Class B common stock, par
value $0.0001 per share (the "WillScot Class B Common Stock") in favor of the
WillScot Proposals (as defined below) and the TDR Parties have agreed not to
solicit an alternative acquisition proposal or participate in discussions or
negotiations regarding an alternative acquisition proposal, except as authorized
by WillScot's Board of Directors in certain circumstances. The shares of
WillScot Class A Common Stock and WillScot Class B Common Stock subject to the
Voting Agreement represent approximately 48.2% of the issued and outstanding
shares of WillScot as of March 1, 2020. The Voting Agreement is further
described below.
The Merger Agreement and the Voting Agreement further provide that Sapphire
Holdings will exchange all of its shares of common stock, par value $0.0001 per
share ("WSHC Stock"), of William Scotsman Holdings Corp., a direct subsidiary of
WillScot ("Holdings"), immediately prior to the Effective Time, for shares of
WillScot Class A Common Stock, at an exchange ratio of 1.3261 times (the "Share
Exchange"), without any subsequent adjustment, and, at the Effective Time, all
issued and outstanding shares of WillScot Class B Common Stock (which are held
by Sapphire Holdings), will be cancelled (the "WillScot Class B Cancellation")
and each of the existing shareholders agreement of Holdings and the exchange
agreement of Holdings will automatically terminate and be of no further force
and effect. At the effective time of the Merger (the "Effective Time"), and as a
result of the WillScot Class B Cancellation and the adoption by WillScot of an
amended and restated certificate of incorporation as set forth in the Merger
Agreement, the Combined Company will have a single series of its common stock,
par value $0.0001 per share, outstanding (the "Combined Company Common Stock").
The Merger Agreement and Voting Agreement also further provide that, at the
closing of the Merger, each of the TDR Parties will enter into a shareholders
agreement with Parent in the form attached to the Merger Agreement and Voting
Agreement (the "Shareholders Agreement") which is further described below.
Merger Agreement
Merger Structure
At the Effective Time, each share of Mobile Mini common stock, par value $0.01
per share ("Mobile Mini Common Stock"), issued and outstanding immediately prior
to the Effective Time (other than shares held by Mobile Mini as treasury stock
or held by its subsidiaries), will be converted into the right to receive 2.4050
shares of the Combined Company Common Stock (the "Merger Consideration").
Immediately thereafter, as contemplated by the Merger Agreement and the amended
and restated WillScot certificate of incorporation to be filed at the Effective
Time, all outstanding shares of WillScot Class A Common Stock will be converted
into shares of the Combined Company Common Stock.
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Treatment of Equity Awards
At the Effective Time, each outstanding and unexercised option to purchase
shares of Mobile Mini Common Stock will be assumed by the Combined Company and
become an option to purchase shares of the Combined Company Common Stock, on the
same terms and conditions as applied to each such option immediately prior to
the Effective Time, except that (A) the number of shares of the Combined Company
Common Stock subject to such option will equal the product of (i) the number of
shares of Mobile Mini Common Stock that were subject to such option immediately
prior to the Effective Time multiplied by (ii) 2.4050, rounded down to the
nearest whole share and (B) the per-share exercise price will equal the quotient
of (1) the exercise price per share of Mobile Mini Common Stock at which such
option was exercisable immediately prior to the Effective Time, divided by (2)
2.4050, rounded up to the nearest whole cent.
At the Effective Time, each unvested outstanding restricted stock award with
respect to shares of Mobile Mini Common Stock shall become vested as of
immediately prior to the Effective Time, by virtue of the Merger, and in
accordance with its terms will be converted into the right to receive the Merger
Consideration in respect of each underlying share of Mobile Mini Common Stock.
Governance
The Merger Agreement provides that, as of the Effective Time, Bradley L. Soultz,
the Chief Executive Officer (the "CEO") of WillScot, will serve as the CEO of
the Combined Company, and Kelly Williams, the President and CEO of Mobile Mini,
will be appointed to serve as the President and Chief Operating Officer of the
Combined Company, in each case for an initial term of 24 months. The Merger
Agreement further provides that Timothy D. Boswell, the Chief Financial Officer
(the "CFO") of WillScot, will serve as the CFO of the Combined Company,
Christopher J. Miner, the General Counsel ("GC") of Mobile Mini, will be
appointed to serve as the GC of the Combined Company and Hezron T. Lopez, the GC
of WillScot, will be appointed to serve as the Chief Human Resources Officer of
the Combined Company. The Merger Agreement also provides that, as of the
Effective Time, the Board of Directors of the Combined Company will consist of
eleven members, which will be comprised of (i) six directors designated by
WillScot (the "Continuing WillScot Directors"), two of whom will be designated
by Sapphire Holdings and (ii) five directors designated by Mobile Mini (the
"Continuing Mobile Mini Directors"). The Continuing WillScot Directors are Mark
S. Bartlett, Gerard E. Holthaus, Gary Lindsay, Stephen Robertson, Jeff Sagansky
and Bradley L. Soultz with Messrs. Lindsay and Robertson having been designated
by Sapphire Holdings. The Continuing Mobile Mini Directors are Sara R. Dial,
Jeffrey S. Goble, Kimberly J. McWaters, Erik Olsson and Michael W. Upchurch. The
Merger Agreement also provides that the Combined Company's headquarters will be
in Phoenix, Arizona as of the Effective Time.
Representations, Warranties and Covenants
WillScot and Mobile Mini have each made customary representations, warranties
and covenants in the Merger Agreement with respect to each party's business,
including covenants by each party, subject to certain exceptions, to conduct its
business in all material respects in the ordinary course during the interim
period between the execution of the Merger Agreement and the consummation of the
Merger.
Closing Conditions
The completion of the Merger is subject to certain conditions, including:
(i) the approval of the Merger and the Merger Agreement by Mobile Mini's
stockholders; (ii) the approval by WillScot's stockholders of the issuance of
the Merger Consideration in connection with the Merger and the adoption of an
amended and restated certificate of incorporation for WillScot, effective upon
consummation of the Merger (the "Charter Amendment" and together with the
issuance of Merger Consideration, the "WillScot Proposals"); (iii) entry into
definitive agreements with respect to that certain debt financing contemplated
by the Commitment Letter; (iv) the termination or expiration of any applicable
waiting period or periods under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act") without the imposition of a "Regulatory
Adverse Effect" (as defined in the Merger Agreement); (v) in the case of Mobile
Mini, the completion of the Share Exchange; (vi) the delivery of certain tax
opinions by counsel to each of WillScot and Mobile Mini that the Merger will be
treated as a reorganization within Section 368(a) of the Internal Revenue Code
of 1986, as amended; (vii) the absence of any law, injunction, judgment, order,
decree or other legal restraint or prohibition preventing the
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consummation of the Merger or any of the other transactions contemplated by the
Merger Agreement and the ancillary agreements; (viii) the effectiveness of
WillScot's registration statement on Form S-4, registering the Merger
Consideration; (ix) compliance by WillScot and Mobile Mini in all material
respects with their respective obligations under the Merger Agreement; and
(x) subject in most cases to exceptions that do not rise to the level of a
"Company Material Adverse Effect" or "Parent Material Adverse Effect" (each as
defined in the Merger Agreement), as applicable, the accuracy of representations
and warranties made by Mobile Mini and WillScot, respectively.
Stockholder Meetings; Non-Solicitation; Intervening Events
The Merger Agreement requires each of WillScot and Mobile Mini to convene a
stockholders meeting for purposes of obtaining the necessary stockholder
approvals required in connection with the Merger. In addition, subject to
certain exceptions and the exercise of certain fiduciary duties, as required
under applicable law, each of WillScot and Mobile Mini has agreed (i) not to
solicit alternative transactions or enter into discussions concerning, or
provide information in connection with, any alternative transaction and
(ii) that its Board of Directors will recommend that its stockholders approve
and adopt the WillScot Proposals, the Merger and the Merger Agreement, as
applicable.
Prior to the approval of the WillScot Proposals by WillScot's stockholders or
the approval and adoption of the Merger and the Merger Agreement by Mobile
Mini's stockholders, as applicable, the Board of Directors of WillScot or the
Board of Directors of Mobile Mini, as applicable, may, in connection with
(i) the receipt of a "Parent Superior Proposal" or a "Company Superior Proposal"
(each as defined in the Merger Agreement), respectively, or (ii) a "Parent
Intervening Event" or a "Company Intervening Event" (each as defined in the
Merger Agreement), respectively, change its recommendation in favor of the
WillScot Proposals or the Merger and the Merger Agreement, respectively, and, in
the case of (i), enter into a definitive agreement implementing such Parent
Superior Proposal or a Company Superior Proposal, as applicable, in each case,
if the failure to do so would be inconsistent with its fiduciary duties subject
to complying with applicable notice requirements and other specified conditions,
including giving the other party the opportunity to propose changes to the
Merger Agreement in response to such Parent Superior Proposal, Company Superior
Proposal, Parent Intervening Event or Company Intervening Event, as applicable.
Termination; Termination Fees
The Merger Agreement may be terminated by WillScot and Mobile Mini by mutual
agreement. Furthermore, either party may terminate the Merger Agreement, among
other things, if (i) subject to limited exceptions, the Merger has not been
consummated on or before December 1, 2020 (as extended subject to the following
proviso, the "End Date"), subject to certain rights to extend such date to
March 1, 2021, in order to obtain approval under the HSR Act, (ii) if there is
in effect a law enacted after the date of the signing of the Merger Agreement
that permanently enjoins, prevents and prohibits the consummation of the Merger
and transactions contemplated by the Merger Agreement and ancillary agreements
and which, in the case of a judgment, order or decree, has become final and
non-appealable, (iii) the required vote of Mobile Mini's stockholders is not
obtained or (iv) the required vote of WillScot's stockholders is not obtained.
In the event of a termination of the Merger Agreement under certain
circumstances, WillScot or Mobile Mini may be required to pay a termination fee
to the other.
Mobile Mini would be required to pay WillScot a termination fee of $57,086,000
if the Merger Agreement is terminated (i) by WillScot prior to receipt of Mobile
Mini's stockholder approval as a result of a change in the recommendation of the
Mobile Mini Board of Directors, (ii) by WillScot due to Mobile Mini's willful
breach of the provisions of the Merger Agreement relating to non-solicitation of
alternative transactions or (iii) by WillScot or Mobile Mini if Mobile Mini's
stockholder approval is not obtained and, at the time of termination, the Merger
Agreement was terminable under clause (i) or (ii) above. In addition, Mobile
Mini would be required to pay to WillScot a termination fee of $57,086,000 if
prior to receipt of Mobile Mini's stockholder approval, the Mobile Mini Board of
Directors authorizes Mobile Mini to enter into a definitive agreement with
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit Description
2.1* Agreement and Plan of Merger, dated as of March 1, 2020, by and among
WillScot Corporation, Picasso Merger Sub, Inc. and Mobile Mini, Inc.
10.1 Voting Agreement, dated as of March 1, 2020, by and between Mobile
Mini, Inc, TDR Capital LLP, TDR Capital II Holdings L.P. and Sapphire
Holding S.à r.l.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company hereby undertakes to furnish copies of any of the omitted schedules
upon request by the Securities and Exchange Commission.
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MOBILE MINI, INC. 
