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November 20, 2018
Via E-mail
William F. Schwitter, Esq.
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York 10020
Re: WillScot Corporation
Registration Statement on Form S-4
Filed November 8, 2018
File No. 333-228270
Schedule TO
Filed November 8, 2018
File No. 5-89097
Dear Mr. Schwitter:
We have limited our review of the above filings 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 filings and/or 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 filings and the information you
provide in
response to these comments, we may have additional comments.
Schedule TO
1. Given the Veterans Day and Thanksgiving Day federal holidays, the Offer
appears to be
open for only 19 business days. Please advise or revise accordingly.
Refer to Exchange
Act Rule 13e-4(a)(3) and (f)(1)(i).
2. Based on the disclosure in Item 10 of the Schedule TO, it appears that
the Company is
intending to incorporate by reference the information required by Item
1010(a) of
Regulation M-A. In circumstances where a filing person elects to
incorporate by
reference the information required by Item 1010(a), all of the
summarized financial
information required by Item 1010(c) must be disclosed in the document
furnished to
William F. Schwitter, Esq.
Allen & Overy LLP
November 20, 2018
Page 2
security holders, in this case the prospectus/offer to exchange. See
Instruction 1 to Item
10 of Schedule TO and telephone interpretation I.H.7 in the July 2001
supplement to our
"Manual of Publicly Available Telephone Interpretations" available on
the Commission's
website at http://www.sec.gov. Please revise to include the information
required by Item
1010(c) of Regulation M-A.
Registration Statement on Form S-4
General
3. Please explain the basis upon which you have concluded that the
exchange offer will not
have a going private effect. Please see Exchange Act Rule
13e-3(a)(3)(ii)(A). We note
the disclosure on the prospectus cover page that cash will be paid in
lieu of fractional
shares. Please provide your analysis regarding the applicability of
Rule 13e-3 to the
exchange offer given that the exception in Rule 13e-3(g)(2) requires
that security holders
are offered or receive only an equity security. In your response,
please address: (i) the
number of warrant holders who, giving effect to the exchange offer
consideration, would
be subject to cash disposition of fractional interests; (ii) the
estimated aggregate amount
of cash payable to dispose of fractional interests; and (iii) the
number of warrant holders,
if any, who would be effectively cashed out after giving effect to the
cash disposition of
fractional interests.
Conditions to the Offer, page 15
4. We note the disclosure in the first bullet point of this section,
including the language that
"no action or proceeding by...any other person...shall have been
threatened...that
directly or indirectly challenges the making of the Offer, the tender
of some or all of the
Warrants pursuant to the Offer or otherwise relates in any manner to
the Offer..."
(emphasis added). A tender offer may be conditioned on a variety of
events and
circumstances provided that they are not within the direct or indirect
control of the
offeror. The conditions also must be drafted with sufficient
specificity to allow for
objective verification that the conditions have been satisfied. To
avoid the potential
implication that that these conditions may be triggered at the election
of the Company or
that the Company may conduct an illusory offer in potential
contravention of Exchange
Act Section 14(e), please revise this condition to include an objective
standard, such as a
standard of reasonableness, against which the Company's discretion may
be judged.
Withdrawal Rights, page 19
5. We note the disclosure on page 19 that "[a]fter the Offer Period
expires, such tenders are
irrevocable, provided, however, that Warrants that are not accepted by
us for exchange on
or prior to December 17, 2018 may thereafter be withdrawn by you until
such time as the
Warrants are accepted by us for exchange." Similar disclosure appears
elsewhere.
William F. Schwitter, Esq.
Allen & Overy LLP
November 20, 2018
Page 3
Please reconcile this date with the requirement set forth in Exchange
Act Rule 13e-
4(f)(2)(ii) and the definition of business day in Rule 13e-4(a)(3).
* * *
We remind you that the company and its management are responsible for the
accuracy 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.
Please contact me at (202) 551-3444 with any questions.
Sincerely,
/s/ Perry Hindin
Perry Hindin
Special Counsel
Office of Mergers
and Acquisitions