WillScot Mobile Mini acquires McGrath RentCorp for $3.8B, $123 per share cash or stock

WillScot Holdings Corp

Deal valued at ~$3.8B; McGrath shareholders elect $123 cash or 2.8211 WSC shares per share, 60% cash/40% stock mix.
Combined 2023 pro forma revenue of $3.2B, adjusted EBITDA of $1.4B; $50M in expected run-rate operating synergies.
Expected to generate ~$700M annual free cash flow by end of first full year post-close; EPS accretive within 12 months.
Financing includes $875M 8-year and $875M 5-year senior secured bridges plus $750M ABL upsize to $4.45B.
Subject to McGrath shareholder approval, HSR clearance; termination fees of $180M (antitrust) or $120M (superior proposal).

item 1.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

WillScot Holdings Corp entered into Agreement and Plan of Merger with McGrath RentCorp (effective 2024-01-28).

Action: entry
Agreement: merger
Counterparty: McGrath RentCorp
Effective: 2024-01-28

Exact text from the filing

On January 28, 2024, WillScot Mobile Mini Holdings Corp., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with McGrath RentCorp, a California corporation (“McGrath”), Brunello Merger Sub I, Inc., a California corporation and a direct wholly owned subsidiary of the Company (“Merger Sub I”), and Brunello Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (“Merger Sub II”).

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Source: SEC EDGAR

accession 0001647088-24-000007

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