WillScot Announces $500 Million Senior Secured Notes Offering

BALTIMORE, June 01, 2020 (GLOBE NEWSWIRE) -- WillScot Corporation (Nasdaq: WSC) (“WillScot”), a specialty rental services market leader providing innovative modular space and portable storage solutions across North America, today announced that its indirect subsidiary, Picasso Finance Sub Inc. (“Issuer”), plans to offer up to $500 million in aggregate principal amount of senior secured notes due 2025 (the “Notes”). WillScot intends to use the offering proceeds, together with funds from WillScot's fully committed $2.4 billion ABL credit facility, to be entered into at the closing of the Merger (as defined below), to repay all outstanding indebtedness under its existing ABL Facility and Mobile Mini Inc.'s ("Mobile Mini") existing ABL Facility, repay all of Mobile Mini's outstanding senior notes, and repay all of Williams Scotsman International, Inc.'s ("WSII") senior secured notes due 2022 (collectively, the "Refinancing Transactions"), in connection with WillScot's pending merger with Mobile Mini (the "Merger" or the "Proposed Transaction"), and to pay fees and expenses related to the Refinancing Transactions and the Merger.

The Issuer, a wholly-owned subsidiary of WSII, was formed to issue notes to facilitate the Refinancing Transactions in connection with the Merger. If the offering is consummated, the initial purchasers will deposit the gross offering proceeds into an escrow account. Upon consummation of the Merger and the satisfaction of other conditions, the escrowed proceeds will be released to complete the Refinancing Transactions and pay Refinancing Transaction and Merger related fees and expenses. Upon the closing of the Merger, the Issuer will also merge with and into WSII, with WSII continuing as the surviving corporation, and WSII will assume the obligations of the Issuer under the Notes and the indenture governing the Notes. If the Merger is not completed by a specified date or certain other events occur, the Notes will be subject to a special mandatory redemption.

The Notes are being offered in a private placement transaction to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  This press release does not constitute an offer to sell any security and shall not constitute an offer to sell or the solicitation of any offer to buy any security in any jurisdiction in which such offer or solicitation would be unlawful.