WillScot Corporation (WSC) Announces Secondary Offering of 14M Shares; A Concurrent Repurchase of 3.9M Shares from Selling Stockholder

June 22, 2021 4:25 PM EDT

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WillScot Mobile Mini Holdings Corp. (“WillScot Mobile Mini” or the “Company”) (Nasdaq: WSC), a North American leader in modular space and portable storage solutions, today announced the launch of an underwritten, secondary offering (the “Offering”) of 14,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The Shares are being offered by the Company’s principal shareholder, Sapphire Holding S.à r.l., an entity controlled by TDR Capital (the “Selling Stockholder”). The Selling Stockholder granted the underwriter a 30-day option to purchase up to an additional 2,100,000 shares. The Company is not offering any shares in the Offering and will not receive any of the proceeds from the Offering.

Morgan Stanley is acting as sole underwriter for the Offering.

The Offering is being made pursuant to an effective shelf registration statement, including a base prospectus, that has been filed with the Securities and Exchange Commission (the “SEC”) and became automatically effective on March 1, 2021 and is available on the SEC’s website. A preliminary prospectus supplement and the accompanying base prospectus related to the Offering have been filed with the SEC on June 22, 2021. Copies of these documents may be obtained from: Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department.

In addition, the Company announced that it has entered into a share repurchase agreement with the Selling Stockholder pursuant to which it intends to purchase 3,900,000 shares of Common Stock directly from the Selling Stockholder (the “Share Repurchase”). The price per share to be paid by the Company will be equal to the price per Share paid by the underwriters for the Shares in the Offering. The Company expects to fund the Share Repurchase from borrowings under its ABL Credit Facility. The Share Repurchase is expected to be consummated concurrently with the closing of the Offering. Although the Share Repurchase will be conditioned upon, among other things, the closing of the Offering, the closing of the Offering will not be conditioned upon the closing of the Share Repurchase.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities of the Company in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.



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