Item 1.01 Entry into a Material Definitive Agreement.






Underwriting Agreement

On June 22, 2021, WillScot Mobile Mini Holdings Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC (the "Underwriter") and Sapphire Holding S.à r.l. (the "Selling Stockholder"). Pursuant to the Underwriting Agreement, the Selling Stockholder agreed to sell 14,000,000 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), to the Underwriter at a price of $27.75 per Share (the "Offering"). Pursuant to the Underwriting Agreement the Selling Stockholder also granted the Underwriter the option, exercisable for 30 days, to purchase an additional 2,100,000 shares of Common Stock.

The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification by each of the Company, the Selling Stockholder and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities.

The sale of the Shares by the Selling Stockholder was made pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-253710), including a prospectus supplement dated June 22, 2021 to the prospectus contained therein, dated March 1, 2021, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.




Item 8.01 Other Events.

On June 22, 2021, the Company issued a press release announcing the launch of the Offering and concurrent Share Repurchase (defined below) by the Company from the Selling Stockholder, which is filed herewith as Exhibit 99.1 and incorporated by reference herein. On June 23, 2021, the Company issued a press release announcing the pricing of the Offering at a price to the public of $27.95 per Share, which is filed herewith as Exhibit 99.2 and incorporated by reference herein.

On June 15, 2021, the Company and the Selling Stockholder entered into a Share Repurchase agreement (the "Share Repurchase Agreement") pursuant to which the Company agreed to repurchase, directly from the Selling Stockholder, 3,900,000 shares of the Company's Common Stock (the "Share Repurchase"). For additional information on the Share Repurchase, please see the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 22, 2021, and the Share Repurchase Agreement filed as Exhibit 10.1 thereto and incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




Exhibit No.   Exhibit Description
  1.1           Underwriting Agreement, dated June 22, 2021, by and between WillScot
              Mobile Mini Holdings Corp, Sapphire Holdings, S.à r.l. and Morgan
              Stanley & Co. LLC.

  99.1          Press Release of WillScot Mobile Mini Holdings Corp., dated June 22,
              2021.

  99.2          Press Release of WillScot Mobile Mini Holdings Corp., dated June 23,
              2021.

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

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