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Form 8-K MOBILE MINI INC For: Nov 13

November 14, 2014 6:04 AM EST

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): November�13, 2014

LOGO

(Exact Name of Registrant as Specified in its Charter)

Delaware 1-12804 86-0748362

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification Number)

7420 S. Kyrene Road, Suite 101

Tempe, Arizona 85283

(Address, including Zip Code, Principal Executive Offices)
(480) 894-6311
Registrant�s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-d2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-4e(c))


Item�1.01. Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On November�13, 2014, Mobile Mini, Inc., a Delaware corporation (�Mobile Mini�), entered into a Stock Purchase Agreement (the �Stock Purchase Agreement�) with Gulf Tanks Holdings, Inc., a Delaware corporation (�GTH�) and parent company of Evergreen Tank Solutions, and the stockholders of GTH pursuant to which Mobile Mini will acquire all of the outstanding equity interests of GTH for $405 million, subject to adjustment for the amount of GTH�s indebtedness and working capital at the closing.

The transaction is subject to various customary conditions, including the expiration or termination of all waiting periods under U.S. antitrust laws. Mobile Mini, GTH and GTH�s stockholders have each made customary representations, warranties and covenants in the Stock Purchase Agreement. The parties have also agreed to provide customary indemnities, and Mobile Mini will pay a portion of the purchase price into escrow to secure the indemnification obligations of GTH�s stockholders, which are subject to customary limitations.

Item�8.01. Other Events.

Press Release

On November�13, 2014, Mobile Mini issued a press release announcing that it had entered into the Stock Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

FORWARD-LOOKING STATEMENTS:

This communication and Mobile Mini�s and GTH�s other public pronouncements contain certain �forward-looking statements� within the meaning of Section�27A of the Securities Act of 1933 and Section�21E of the Securities Exchange Act of 1934. These forward-looking statements are based on current information and expectations, which involve a number of risks and uncertainties that could cause actual results to differ materially. The forward-looking statements herein include statements regarding the company�s ability to grow and the company�s plans and expectations regarding the ability to close the acquisition and its accretiveness, ability to deleverage debt, ability to leverage our presence, ability to realize cost synergies, demand trends, 2014 and future financial results, business strategy, and objectives of management for future operations. In particular, these risks and uncertainties include difficulties in integrating the acquired operations; the possibility that expected growth and value will not be realized; and the uncertainty of business/economic conditions and the related growth trends. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as �may,� �plan,� �will,� �expand,� �establish,� �expect,� �intend,� �anticipate,� �believe� or �continue� or the negative thereof or variations thereon or similar terminology and expressions to identify forward-looking statements. Therefore the company cautions you to not unduly rely on these forward-looking statements and encourages you to understand the risks and uncertainties described herein and as stated in the �Risk Factors� and elsewhere in the company�s Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission.

Item�9.01. Financial Statements and Exhibits.

(d) �� Exhibits.
99.1 �� Press Release, dated November 13, 2014, issued by Mobile Mini, Inc.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MOBILE MINI, INC.
Date: November 14, 2014 By:

/s/ Christopher J. Miner

Name: Christopher J. Miner
Title: SVP & General Counsel


EXHIBIT INDEX

Exhibit�No.

��

Description

99.1 �� Press Release, dated November 13, 2014, issued by Mobile Mini, Inc.

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

MOBILE MINI TO ACQUIRE EVERGREEN TANK SOLUTIONS; LEADER IN RENTAL

CONTAINMENT SOLUTIONS IN PETROCHEMICAL AND INDUSTRIAL END MARKETS

Conference Call with Accompanying Slide Deck: Friday, November�14th at 8:30 am ET

Tempe, AZ � November�13, 2014 � Mobile Mini, Inc. (Nasdaq GS: MINI) today announced that it has signed a definitive agreement to purchase Houston, TX-based Evergreen Tank Solutions (�ETS�), a leading provider of specialty containment solutions, for $405 million in cash. ETS, which directly serves large, blue-chip customers in the petrochemical, industrial and energy sectors, is the leader in integrated liquid and solid containment solutions in the Gulf region, and is the third largest provider of these services in the U.S. The company has approximately 300 employees in 28 locations throughout the country. The transaction is expected to close by the end of 2014, subject to customary closing conditions and regulatory approvals.

Transaction Highlights

Leading provider of specialty containment solutions in the Gulf region and the third largest provider in the U.S.

High return specialty rental business with EBITDA margins exceeding 40%

Expands Mobile Mini�s fleet of long-lived assets which generate high returns on capital

Provides significant cross-selling and expansion opportunities

Transaction will be accretive to free cash flow and EPS in 2015

Financing the acquisition by drawing on an increased ABL revolver

�The acquisition of ETS is perfectly aligned with our growth strategy and meets our four stated criteria for adding new product lines to our existing portfolio in that it provides front and back end synergies, a rental fleet with similar asset characteristics as our containers, a similar return and cash flow profile to our containers, and critical mass and scalability,� said Erik Olsson, Mobile Mini�s President and Chief Executive Officer. �ETS is an excellent complement to our core portable storage products given the overlap in customer groups and similarities in asset lives and asset management. In addition, I am very pleased that the strong ETS management team under Guy Huelat�s leadership is onboard to continue to run the business maximizing growth and profitability.�

ETS� full-year 2014 revenues are anticipated to be approximately $108 million with adjusted EBITDA of $45 million and an adjusted EBITDA margin of approximately 42%. The business has a fleet of over 10,000 units comprised predominantly of steel tank containers, roll-off and vacuum boxes and stainless steel tank trailers. ETS has proven expertise in downstream energy markets, with several direct petrochemical customer relationships, as well as significant industrial exposure. Mobile Mini expects modest cost synergies to be achieved as a result of the transaction.

Mr.�Olsson continued, �ETS provides an attractive avenue for incremental growth and deployment of free cash flow. Demand trends in ETS� primary markets are favorable, driven by increasing waste streams from industrial plants, greater frequency of facility maintenance and more stringent environmental regulations. We are very pleased to be adding a well-positioned, high quality product offering to our existing platform and see significant growth opportunities for ETS going forward, including leveraging Mobile Mini�s nationwide presence.�


The acquisition is expected to be accretive to Mobile Mini�s free cash flow and earnings per share in 2015. Pro forma for the transaction as of September�30, 2014, Mobile Mini�s Debt-to-adjusted EBITDA ratio would have been approximately 4.8x. Mobile Mini expects strong cash flow to support deleveraging over the course of 2015.

Mobile Mini was advised by Barclays, as lead financial advisor, and Deutsche Bank. Davis Polk acted as the Company�s legal advisor.

Conference Call

Mobile Mini will host a conference call tomorrow, Friday, November�14, 2014, at 8:30 am ET to discuss this transaction. To listen to the call live, dial (201)�493-6739 and ask for the Mobile Mini Conference Call or go to www.mobilemini.com and click on the Investors section. Additionally, a slide presentation that will accompany the call and the reconciliation of non-GAAP financial measures used in the slide show to the most directly comparable GAAP financial measures will be posted at www.mobilemini.com on the Investors section and will be available in advance and after the call. Please go to the website 15 minutes early to download and install any necessary audio software. If you are unable to listen live, a replay of the call can be accessed for approximately 14 days after the call at Mobile Mini�s website.

About Mobile Mini

Mobile Mini, Inc. is the world�s leading provider of portable storage solutions. Mobile Mini is included on the Russell 2000� and 3000� Indexes and the S&P Small Cap Index. For more information visit www.mobilemini.com.

Forward Looking Statements

This news release contains certain �forward-looking statements� within the meaning of Section�27A of the Securities Act of 1933 and Section�21E of the Securities Exchange Act of 1934. These forward-looking statements are based on current information and expectations, which involve a number of risks and uncertainties that could cause actual results to differ materially. The forward-looking statements herein include statements regarding the company�s ability to grow and the company�s plans and expectations regarding the ability to close the acquisition and its accretiveness, ability to deleverage debt, ability to leverage our presence, ability to realize cost synergies, demand trends, 2014 and future financial results, business strategy, and objectives of management for future operations. In particular, these risks and uncertainties include difficulties in integrating the acquired operations; the possibility that expected growth and value will not be realized; and the uncertainty of business/economic conditions and the related growth trends. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as �may,� �plan,� �will,� �expand,� �establish,� �expect,� �intend,� �anticipate,� �believe� or �continue� or the negative thereof or variations thereon or similar terminology and expressions to identify forward-looking statements. Therefore the company cautions you to not unduly rely on these forward-looking statements and encourages you to understand the risks and uncertainties described herein and as stated in the �Risk Factors� and elsewhere in the company�s Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission.

CONTACT: -OR- ���� INVESTOR RELATIONS COUNSEL:
Mark Funk, Executive VP & CFO ���� The Equity Group Inc.
Mobile Mini, Inc. ���� Fred Buonocore (212) 836-9607

(480) 477-0241

www.mobilemini.com

���� Linda Latman (212) 836-9609

####



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