Item 7.01 Regulation FD Disclosure

On August 22, 2022, WillScot Mobile Mini Holdings Corp. (the "Company") issued a press release relating to the matters described below in Item 8.01. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

The information in this Item 7.01 of Form 8-K and Exhibit 99.1 attached hereto are being furnished pursuant to Item 7.01 of Form 8-K and therefore shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.




 Item 8.01 Other Events

On August 19, 2022, Mobile Mini, Inc. and Gulf Tanks Holdings, Inc. ("Gulf Tanks Holdings"), each indirect subsidiaries of the Company, entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Ironhorse Purchaser, LLC, a Delaware limited liability company ("Buyer"), pursuant to which Buyer will acquire all of the issued and outstanding equity interests of Gulf Tank Holdings (the "Transaction"). The sale price for Gulf Tanks Holdings will be paid in cash based on a total enterprise value of $322,500,000 and will be subject to certain adjustments based on matters such as the working capital and cash and debt balances of Gulf Tanks Holdings at the time of closing.

The Stock Purchase Agreement contains customary representations and warranties and covenants. The consummation of the Transaction is subject to customary closing conditions, including the absence of any law, injunction or other judgment prohibiting the Transaction, the receipt of certain regulatory approvals, the accuracy of the representations and warranties of each party and the compliance by each party with its covenants in all material respects. The Transaction is currently expected to close during the third quarter of 2022.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits

Exhibit No. Exhibit Description

99.1 Press release, dated August 22, 2022

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


            document)

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