Item 1.01 Entry into a Material Definitive Agreement.






Amendment to ABL Facility

In connection with an internal tax-related reorganization which will be effected involving indirect wholly-owned subsidiaries of WillScot Mobile Mini Holdings Corp., a Delaware corporation (the "Company"), on December 16, 2021, Williams Scotsman International, Inc. and certain other subsidiaries of the Company entered into a third amendment (the "Amendment") to the ABL Credit Agreement, dated July 1, 2020 (as amended by the First Amendment to the ABL Credit Agreement, dated as of December 2, 2020, by the LIBOR Transition Amendment, dated as of December 6, 2021, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the "ABL Facility") which, among other things, permits (i) the merger (the "Merger") of Williams Scotsman International, Inc. with and into Williams Scotsman, Inc. ("WSI"), each an indirect wholly-owned subsidiary of the Company, and (ii) WSI to assume the duties and obligations of the Administrative Borrower (as defined in the ABL Facility) under the Loan Documents (as defined in the ABL Facility) in connection with the Merger.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit No.   Exhibit Description
     10.1       Third Amendment to the ABL Credit Agreement, dated December 16,
              2021, by and among Williams Scotsman International, Inc., the other
              loan parties party thereto and Bank of America, N.A., as
              administrative agent and collateral agent for itself and the other
              secured parties

              Cover Page Interactive Data File (embedded within the Inline XBRL
        104   document)

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