WillScot Announces Consent Solicitations to Amend its Senior Secured Notes Due 2029 and Senior Secured Notes due 2031

Rhea-AI Summary

WillScot Holdings (Nasdaq: WSC) announced that its indirect subsidiary Williams Scotsman, Inc. will initiate consent solicitations for holders of its 6.625% Senior Secured Notes due 2029 and 7.375% Senior Secured Notes due 2031. The solicitation aims to amend certain provisions of the indentures governing these notes.

The consent solicitations, set to expire on March 18, 2025 at 5:00 p.m. New York City time, require approval from at least 66.6667% of the outstanding principal amount holders. The record date for eligible note holders is March 11, 2025. D.F. King & Co., Inc. serves as the Information, Tabulation and Paying Agent, while J.P. Morgan Securities acts as the Solicitation Agent for these consent solicitations.

Insights

Financial Analyst

WillScot's consent solicitation for its senior secured notes represents a significant debt management move that warrants investor attention. The company is seeking approval from holders of its 6.625% Senior Secured Notes due 2029 and 7.375% Senior Secured Notes due 2031 to amend certain provisions in the governing indentures. While the specific amendments aren't detailed, this action could potentially alter WillScot's debt obligations, covenants, or payment terms.

The solicitation requires consent from 66.6667% of noteholders by March 18th, indicating a relatively expedited timeline that suggests some strategic urgency. For a company with a $5.48 billion market capitalization, modifications to these debt instruments could meaningfully impact balance sheet flexibility and financial obligations.

Debt restructuring activities like this typically aim to achieve more favorable terms, extend maturities, or create additional financial flexibility. However, without disclosure of the specific amendments being sought, it's impossible to determine whether this represents a positive optimization of capital structure or a response to emerging financial constraints.

Investors should monitor the outcome closely, as successful implementation of the amendments could affect WillScot's interest expenses, debt covenants, and overall financial leverage in the medium term. The company's approach to debt management will continue to be a key factor in its ability to fund operations and growth initiatives in the temporary space solutions sector.

PHOENIX, March 12, 2025 (GLOBE NEWSWIRE) -- WillScot Holdings Corporation (“WillScot” or the “Company”) (Nasdaq: WSC), a leader in innovative temporary space solutions, today announced that its indirect subsidiary Williams Scotsman, Inc. (“WSI”), will solicit consents (“Consents”) from the holders of its existing 6.625% Senior Secured Notes due 2029 (the “2029 Notes”) and the holders of its 7.375% Senior Secured Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Existing Notes”) as of the record date of March 11, 2025 (the “Record Date”) to amend (the “Proposed Amendments”) certain provisions of the indentures governing the Existing Notes.

The consent solicitations for each series of Existing Notes (collectively, the “Consent Solicitations” and, with respect to each series, a “Consent Solicitation”) are being made solely on the terms and subject to the conditions set forth in the consent solicitation statement dated March 12, 2025 (the “Consent Solicitation Statement”). Holders of the Existing Notes should carefully read the Consent Solicitation Statement before any decision is made with respect to the applicable Consent Solicitation.

The Consent Solicitations will expire at 5:00 p.m., New York City time, on March 18, 2025, unless extended or terminated with respect to any Consent Solicitation by the Company (the “Expiration Date”). In order to implement the Proposed Amendments to the indentures governing the Existing Notes, the Company must obtain the consent of at least 66.6667% of the outstanding principal amount of the Existing Notes (the “Requisite Consents”) on or prior to Expiration Date.

This press release is not a solicitation of consents with respect to the Existing Notes and does not set forth all of the terms and conditions of the Consent Solicitations.

This press release is not an offer to sell or purchase, or a solicitation of an offer to sell or purchase, any other securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.

Any inquiries regarding the Consent Solicitations may be directed to D.F. King & Co., Inc., the Information, Tabulation and Paying Agent for the Consent Solicitations, at WILLSCOT@dfking.com or (212) 269-5550 (collect) or (800) 549-6697 (toll free), or to J.P. Morgan Securities LLC, the Solicitation Agent for the Consent Solicitations, at (212) 834-4087 (collect) or (866) 834-4666 (toll free).

About WillScot

Listed on the Nasdaq stock exchange under the ticker symbol “WSC,” WillScot is the premier provider of highly innovative and turnkey space solutions in North America. The Company’s comprehensive range of products includes modular office complexes, mobile offices, classrooms, temporary restrooms, portable storage containers, protective buildings and climate-controlled units, and clearspan structures, as well as a curated selection of furnishings, appliances, and other supplementary services, ensuring turnkey solutions for its customers. Headquartered in Phoenix, Arizona, and operating from a network of approximately 260 branch locations and additional drop lots across the United States, Canada, and Mexico, WillScot’s business services are essential for diverse customer segments spanning all sectors of the economy.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. The words “estimates,” “expects,” “anticipates,” “believes,” “forecasts,” “plans,” “intends,” “may,” “will,” “should,” “shall,” “outlook,” “guidance,” “see,” “have confidence” and variations of these words and similar expressions identify forward-looking statements, which are generally not historical in nature. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other important factors, many of which are outside our control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Although the Company believes that these forward-looking statements are based on reasonable assumptions, they are predictions and we can give no assurance that any such forward-looking statement will materialize. Any forward-looking statement speaks only at the date on which it is made, and the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

FAQ

What is the deadline for WillScot's (WSC) consent solicitation for its 2029 and 2031 notes?

The consent solicitation expires on March 18, 2025 at 5:00 p.m. New York City time, unless extended or terminated by the company.

What percentage of noteholders need to approve WillScot's (WSC) proposed amendments?

WillScot needs consent from at least 66.6667% of the outstanding principal amount holders of the Existing Notes.

What are the interest rates on WillScot's (WSC) 2029 and 2031 senior secured notes?

The 2029 Notes carry a 6.625% interest rate, while the 2031 Notes have a 7.375% interest rate.

Who are the agents handling WillScot's (WSC) consent solicitation process?

D.F. King & Co., Inc. serves as the Information, Tabulation and Paying Agent, while J.P. Morgan Securities acts as the Solicitation Agent.