UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 29, 2021 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address, including zip code, of principal executive offices)
(
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| Warrants to purchase common stock(1) | WSCWW | OTC Markets Group Inc. | ||
| Warrants to purchase common stock(2) | WSCTW | OTC Markets Group Inc. |
(1) Issued in connection with the initial public offering of Double Eagle Acquisition Corp., the registrant’s legal predecessor company, in September 2015, which are exercisable for one-half of one share of the registrant’s common stock for an exercise price of $5.75.
(2) Issued in connection with the registrant’s acquisition of Modular Space Holdings, Inc. in August 2018, which are exercisable for one share of the registrant’s common stock at an exercise price of $15.50 per share.
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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, WillScot Mobile Mini Holdings Corp. (the “Company”) entered into a share repurchase agreement with Sapphire Holding S.à r.l. (the “Selling Stockholder”) pursuant to which the Company agreed to repurchase 3,900,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), directly from the Selling Stockholder (the “Repurchase”), as well as an underwriting agreement with Morgan Stanley & Co. LLC (the “Underwriter”) and the Selling Stockholder pursuant to which the Selling Stockholder agreed to sell 14,000,000 shares of the Company’s Common Stock to the Underwriter (the “Secondary Offering”). Following a reduction in the Selling Stockholder’s beneficial ownership of the Company’s Common Stock resulting from the completion of the Repurchase and the Secondary Offering, Gary Lindsay resigned his position as a member of the Company’s board of directors pursuant to the terms of that certain shareholders agreement dated as of July 1, 2020 among the Selling Stockholder, TDR Capital II Holdings L.P., TDR Capital, L.L.P. and the Company.
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.
| WillScot Mobile Mini Holdings Corp. | ||
| Dated: June 29, 2021 | By: | /s/ Christopher J. Miner |
| Name: Christopher J. Miner | ||
| Title: Executive Vice President & Chief Legal Officer |