Item 1.01 Entry into a Material Definitive Agreement.






Underwriting Agreement

On September 9, 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 21,410,019 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 $28.20 per Share (the "Offering").

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 September 9, 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 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, the Company entered into a share repurchase agreement (the "Share Repurchase Agreement") with the Selling Stockholder pursuant to which the Company agreed to repurchase from the Selling Stockholder 2,379,839 shares of the Company's Common Stock (the "Share Repurchase") and the Underwriting Agreement described herein. Following a reduction in the Selling Stockholder's beneficial ownership of the Company's Common Stock resulting from the completion of the Share Repurchase and the Offering (the "Ownership Reduction"), that certain shareholders agreement dated as of July 1, 2020 among the Selling Stockholder, TDR Capital II Holdings L.P., TDR Capital, L.L.P. and the Company (the "Shareholders Agreement") terminated in accordance with its terms.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a result of the Ownership Reduction, Stephen Robertson resigned his position as a member of the Company's board of directors, effective September 14, 2021, pursuant to the terms of the Shareholders Agreement.




 Item 8.01 Other Events.

On September 9, 2021, the Company issued a press release announcing the launch of the Offering and concurrent Share Repurchase, which is filed herewith as Exhibit 99.1 and incorporated by reference herein. On September 9, 2021, the Company issued a press release announcing the pricing of the Offering at a price to the public of $28.50 per Share, which is filed herewith as Exhibit 99.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




Exhibit No.   Exhibit Description

  1.1           Underwriting Agreement, dated September 9, 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
              September 9, 2021.

  99.2          Press Release of WillScot Mobile Mini Holdings Corp., dated
              September 9, 2021.

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

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