UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 18, 2024 (September 17, 2024)
WILLSCOT HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 001-37552 | 82-3430194 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
4646 E Van Buren St., Suite 400
Phoenix, Arizona 85008
(Address, including zip code, of principal executive offices)
(480) 894-6311
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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 240.14d-2(b))
☐ Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.0001 per share | WSC | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 1.01 | Entry Into a Material Definitive Agreement |
The disclosure set forth below under Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
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| Item 1.02 | Termination of a Material Definitive Agreement |
As previously disclosed, on January 28, 2024, WillScot Holdings Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Brunello Merger Sub I, Inc., a California corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Brunello Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub II”), and McGrath RentCorp., a California Corporation (“McGrath”), pursuant to which the Company agreed to acquire McGrath on the terms and subject to the conditions therein.
On September l7, 2024, the Company and McGrath entered into a mutual termination agreement effective as of such date (the “Termination Agreement”) pursuant to which they mutually agreed to terminate the Merger Agreement. The mutual termination of the Merger Agreement was approved by the Company’s and McGrath’s respective Boards of Directors. As contemplated by Section 10.4 of the Merger Agreement in connection with its termination, the Company will make a cash payment to McGrath in the previously agreed amount of $180,000,000 (the “Termination Fee”) within three business days following the date of the Termination Agreement.
The foregoing description of the Merger Agreement and the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to our Current Report on Form 8‐K/A on January 29, 2024, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
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| Item 8.01 | Other Information |
On September l8, 2024, the Company issued a press release announcing the mutual termination of the Merger Agreement, among other things. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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Exhibit
No. | | Exhibit Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| | WillScot Holdings Corporation |
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| Dated: September 18, 2024 | By: | /s/ Hezron Timothy Lopez |
| | | Name: Hezron Timothy Lopez |
| | | Title: Executive Vice President, Chief Legal & Compliance Officer & ESG |
