View:
October 19, 2018
Bradley Bacon
Vice President, General Counsel and Corporate Secretary
WillScot Corporation
901 S. Bond Street, Suite 600
Baltimore, MD 21231
Re: WillScot Corporation
Registration Statement on Form S-3
Filed September 21, 2018
File No. 333-227480
Dear Mr. Bacon:
We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Form S-3 Filed September 21, 2018
Selling Stockholders, page 9
1. It appears that you originally issued the registered shares in
connection with your merger
with Modspace in November 2017. Please clarify in your disclosure if
this is true and/or
describe each of the transactions in which you issued the shares covered
by this
registration statement. Tell us whether the selling shareholders
represent all of the
recipients of securities in the merger. Also, please disclose the
exemption from
registration upon which you relied in issuing the securities in the
merger and/or any other
transaction where the selling shareholders received the securities.
We remind you that the company and its management are responsible for
the accuracy
Bradley Bacon
WillScot Corporation
October 19, 2018
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Kevin Stertzel, Staff Accountant at (202) 551-3723 or
Anne
McConnell, Staff Accountant at (202) 551-3709 if you have questions regarding
comments on
the financial statements and related matters. Please contact Sherry Haywood,
Staff Attorney at
(202) 551-3345 or Amanda Ravitz, Assistant Director, at (202) 551-3412 with any
other
questions.
Sincerely,
FirstName LastNameBradley Bacon
Division of
Corporation Finance
Comapany NameWillScot Corporation
Office of
Manufacturing and
October 19, 2018 Page 2 Construction
FirstName LastName