Item 1.01 Entry into a Material Definitive Agreement.






Supplemental Indentures

In connection with an internal tax-related reorganization (the "Reorganization") involving indirect wholly-owned subsidiaries of WillScot Mobile Mini Holdings Corp., a Delaware corporation (the "Company"), on December 23, 2021, Williams Scotsman International, Inc., a Delaware corporation ("WSII"), merged with and into its direct wholly-owned subsidiary, Williams Scotsman, Inc., a Maryland corporation ("WSI"), with WSI as the surviving entity of such merger (the "Merger"). The Reorganization, including the Merger, was effected to reduce administrative costs and simplify the Company's subsidiary structure.

In connection with the Merger, on December 23, 2021, WSI, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and as collateral agent (in such capacities, the "Trustee"), entered into (i) a Supplemental Indenture (the "2025 Notes Supplemental Indenture") in relation to that certain Indenture, dated as of June 15, 2020, (as amended, amended and restated, supplemented or otherwise modified from time to time, the "2025 Notes Indenture"), by and among WSII (as successor to Picasso Finance Sub, Inc.), as issuer, the guarantors from time to time party thereto and the Trustee in respect of WSII's 6.125% Senior Secured Notes due 2025 and (ii) a Supplemental Indenture (the "2028 Notes Supplemental Indenture" and together with the 2025 Notes Supplemental Indenture, the "Supplemental Indentures") in relation to that certain Indenture, dated as of August 25, 2020, (as amended, amended and restated, supplemented or otherwise modified from time to time, the "2028 Notes Indenture" and together with the 2025 Notes Indenture, the "Indentures"), by and among WSII (as successor to Picasso Finance Sub, Inc.), as issuer, the guarantors from time to time party thereto and the Trustee in respect of WSII's 4.625% Senior Secured Notes due 2028, pursuant to which WSI assumed all of WSII's obligations and rights under each Indenture, and the guarantors party to each Supplemental Indenture confirmed their respective guarantees under each Indenture. Prior to its entry into the Supplemental Indentures, WSI was a guarantor under each Indenture and jointly and severally liable for WSII's obligations under each Indenture. Following the Reogranization and the entry into the Supplemental Indentures and the Third Amendment, dated December 16, 2021, to the ABL Credit Agreement, dated July 1, 2020 (as amended by the First Amendment, 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"), there is no change to the consolidated operating cash flows of the obligors under the Indentures and the ABL Facility or the consolidated assets of such obligors pledged as collateral under the Indentures and the ABL Facility.

The foregoing description of the Supplemental Indentures is qualified in its entirety by reference to the full text of the 2025 Notes Supplemental Indenture and the 2028 Notes Supplemental Indenture, copies of which are attached to this Current Report on Form 8-K as Exhibit 4.1 and 4.2, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit No.   Exhibit Description
      4.1       Second Supplemental Indenture, dated December 23, 2021, by and
              among Williams Scotsman, Inc., the guarantors party thereto and
              Deutsche Bank Trust Company Americas, as trustee and collateral
              agent

      4.2       First Supplemental Indenture, dated December 23, 2021, by and
              among Williams Scotsman, Inc., the guarantors party thereto and
              Deutsche Bank Trust Company Americas, as trustee and collateral
              agent

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

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