WillScot Corporation (NasdaqCM:WSC) entered into a definitive merger agreement to acquire Mobile Mini, Inc. (NasdaqGS:MINI) for $1.9 billion in a merger of equals transaction on March 1, 2020. Under the terms of the transaction, Mobile Mini stockholders will receive 2.405 shares of WillScot common stock for each share of Mobile Mini common stock in an all-stock transaction. The implied total enterprise value of the combined company is approximately $6.6 billion. Upon completion of the transaction, current WillScot and Mobile Mini stockholders will own 54% and 46% of the combined company, respectively. As part of the transaction, TDR Capital, WillScot's largest shareholder, will exchange all of its shares of Williams Scotsman Holdings Corp. into approximately 10.6 million shares of WillScot Class A common stock pursuant to the Exchange Agreement dated November 29, 2017 among WillScot, Williams Scotsman Holdings Corp. and affiliates of TDR Capital, and all shares of WillScot's Class B Common Stock will be cancelled for no consideration. TDR Capital is expected to own approximately 25% of the combined company at closing. Lifshitz & Miller announces investigation into possible breach of fiduciary duties in connection with the transaction. Upon the effective time of the merger, the combined company will have a single class of common stock. On March 1, 2020, WillScot entered into a commitment letter, pursuant to which certain financial institutions have committed to provide a senior secured asset based revolving credit facility in an aggregate principal amount of $2.4 billion to finance the transaction. On June 1, 2020, WillScot Corporation announced that its indirect subsidiary, Picasso Finance plans to offer up to $500 million in aggregate principal amount of senior secured notes due 2025 (the “Notes”). WillScot intends to use the offering proceeds to repay all outstanding indebtedness under its existing ABL Facility and Mobile Mini Inc.'s ("Mobile Mini") existing ABL Facility, repay all of Mobile Mini's outstanding senior notes, and repay all of Williams Scotsman International, Inc.'s ("WSII") senior secured notes due 2022 (collectively, the "Refinancing Transactions"), in connection with WillScot's pending merger with Mobile Mini and to pay fees and expenses related to the Refinancing Transactions and the Merger. Mobile Mini will pay a termination fee of $57.086 million and WillScot will pay a termination fee of $66.6 million upon termination of the transaction.

Following the close of the transaction, Bradley L. Soultz, WillScot's Chief Executive Officer, will serve as Chief Executive Officer of the combined company, Kelly Williams, Mobile Mini's President and Chief Executive Officer, will serve as President and Chief Operating Officer of the combined company, Timothy D. Boswell, WillScot's Chief Financial Officer, will serve as Chief Financial Officer of the combined company, Christopher J. Miner, Mobile Mini's General Counsel, will serve as Senior Vice President, General Counsel and Secretary of the combined company, and Hezron T. Lopez, General Counsel of WillScot, will serve as the Chief Human Resource Officer of the combined company. Upon completion of the transaction, Gerard E. Holthaus, Rebecca L. Owen, Mark S. Bartlett, Garry Lindsay, Stephen Robertson, Jeff Sagansky and Bradley L. Soultz will resign as Directors of WillScot. The combined company's Board of Directors will consist of 11 directors, 6 of which are members from the WillScot Board of Directors and 5 of which are members from the Mobile Mini Board of Directors. Two of the WillScot Continuing Directors will be appointed by TDR Capital. Erik Olsson, the Non-Executive Chairman of the Board of Directors of Mobile Mini, will serve as Non-Executive Chairman of, and Gerry Holthaus, Non-Executive Chairman of the Board of Directors at WillScot, will serve as Lead Independent Director of the Board of Directors of the combined company. The combined company's headquarters will be in Phoenix, Arizona after the close of the transaction.

The transaction is subject to customary closing conditions, including receipt of customary antitrust approval; approval by the stockholders of WillScot and Mobile Mini; obtaining financing; approval of WillScot's shares for listing on NASDAQ; approval of Federal Trade Commission and the effectiveness of WillScot's registration statement on Form S-4. The WillScot Board unanimously approved the transaction. The Mobile Mini Board has also approved the transaction. Additionally, the transaction also has the support of TDR Capital, which has entered into a customary voting agreement in support of the transaction. Each of WillScot and Mobile Mini will hold a special meeting of its respective stockholders to vote on the proposals necessary to complete the Merger. An Annual Meeting of Stockholders of Mobile Mini will be held on May 1, 2020. The registration statement was declared effective by the SEC on May 5, 2020. As of May 21, 2020, the transaction received approval from Federal Trade Commission. The transaction is expected to close in the third quarter of 2020. The transaction is expected to be highly accretive with greater than 10% free cash flow per share accretion by end of 2021 for both sets of shareholders.

Morgan Stanley & Co. LLC, Rothschild & Co., BofA Securities, Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC acted as the financial advisors to WillScot Corporation. Morgan Stanley also provided fairness opinion to WillScot and will be paid a fee of $4 million and also WillScot has agreed to pay Morgan Stanley a transaction fee of $20 million. Brad Topchik, David Gray, Jon Mahan, JR Bartug and Aivory Foste of Stifel, Nicolaus & Co., Inc. acted as the financial advisor to the special committee of WillScot's Board of Directors and will be paid a fee of $1.6 million. William Schwitter, Jeffrey Pellegrino, Beth Troy, Judah Frogel and Sarah Travis of Allen & Overy LLP acted as the legal advisor to WillScot. Barclays Capital Inc. and Goldman Sachs & Co. LLC acted as the financial advisors to Mobile Mini, and Phillip R. Mills, Ronan P. Harty, Kyoko Takahashi Lin, Hilary Dengel and Michael Mollerus of Davis Polk & Wardwell LLP acted as the legal advisors to Mobile Mini. Sachin Kohli of Weil, Gotshal & Manges acted as legal advisor to Morgan Stanley & Co. LLC. Eric L. Schiele, P.C., David M. Klein, William Burke, David Holdsworth, Christopher Butler, P.C and Katie Bolanowski of Kirkland and Ellis LLP acted as legal advisors to TDR Capital LLP. Goldman Sachs acted as fairness opinion provider for Mobile Mini and Mobile Mini has agreed to pay Goldman Sachs an advisory fee equal to $20 million, $4 million of which became payable in cash upon the presentation to the Mobile Mini Board of the results of the study Goldman Sachs undertook in connection with its fairness opinion and the remainder of which is payable upon the closing of the Merger. Barclays Capital provided fairness opinion and Mobile Mini became obliged to pay Barclays an opinion fee of $4 million upon the delivery of Barclays' opinion and an additional compensation of $20 million will be payable at the closing of the Merger. Mobile Mini has retained Innisfree M&A Incorporated, a proxy solicitation firm, to assist in the solicitation of proxies and will pay Innisfree M&A Incorporated an initial fee of $25,000 plus additional fees to be determined at the conclusion of the solicitation and reasonable out-of-pocket expenses. WillScot has retained Georgeson LLC, a proxy solicitation firm, to assist in the solicitation of proxies and will pay Georgeson LLC an initial fee of $12,000 plus additional fees to be determined at the conclusion of the solicitation and reasonable out-of-pocket expenses. Continental Stock Transfer & Trust Company, Inc. acted as transfer agent to WillScot and Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent to Mobile Mini.

WillScot Corporation (NasdaqCM:WSC) completed the acquisition of Mobile Mini, Inc. (NasdaqGS:MINI) in a merger of equals transaction on July 1, 2020. As a result of the merger, Mobile Mini will operate as a wholly-owned subsidiary of WillScot. The combined company is named WillScot Mobile Mini Holdings Corp. and its common stock will trade, beginning July 2, 2020, on Nasdaq under the ticker symbol “WSC.” Effective July 1, 2020, the Mobile Mini appointees are Erik Olsson, Sara R. Dial, Jeffrey S. Goble, Kimberly J. McWaters, and Michael W. Upchurch. During the second quarter, all required regulatory approvals were obtained. Alison S. Ressler of Sullivan & Cromwell acted as legal advisor to Barclays Capital Inc. and Goldman Sachs & Co. LLC.