Filing Details

 

CUSIP No. 971375126
	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

SCHEDULE 13D/A
	1	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Sapphire Holding S.à r.l.
	2	Check the Appropriate Box if a Member of a Group
		(a)	o
		(b)	o
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With				7	Sole Voting Power Not applicable
				8	Shared Voting Power 62,133,536 shares of Class A Common Stock (1) (2)
				9	Sole Dispositive Power Not applicable
				10	Shared Dispositive Power 62,133,536 shares of Class A Common Stock (1) (2)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 62,133,536 shares of Class A Common Stock (1) (2)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 50.36% (2)
	14	Type of Reporting Person CO

 

 

Notes:

(1) 43,268,901 of the 62,133,536 shares of the Class A common stock, par value $0.0001 per share (the Class A Common Stock), of WillScot Corporation (the Issuer) reported on this Schedule 13D/A were acquired, and are held, by Sapphire Holding S.à r.l. (Sapphire Holding) following the consummation of that certain business combination and other transactions on November 29, 2017 (the Business Combination) as further described in Item 4 of the Original Filing (as defined below) and Item 5 hereof. 10,641,182 shares of the 62,133,536 shares of Class A Common Stock reported on this Schedule 13D/A represent the corresponding number of shares of Williams Scotsman Holdings Corp.s common stock, par value $0.0001 per share (the WSHC Shares), held by Sapphire Holding which are exchangeable for a number of newly-issued shares of Class A Common Stock as determined by an exchange ratio as further discussed in Items 4, 5 and 6 of this filing. 13,614 of the 62,133,536 shares of the Class A Common Stock reported on this Schedule 13D/A represent those shares of restricted stock granted to Stephen Robertson and Gary Lindsay on June 19, 2019 pursuant to the WillScot Corporation 2017 Incentive Award Plan and Restricted Stock Award Agreement between the Issuer and each of Mr. Robertson and Mr. Lindsay dated as of June 19, 2019. These shares comprise part of the Issuers annual compensation program for non-executive directors and, subject to the terms and conditions of such plan and award agreement, the restrictions on these shares lapse in full one year from the grant date. 7,380 of the 62,133,536 shares of the Class A Common Stock reported on this Schedule 13D/A represent those shares of restricted stock granted to Stephen Robertson and Gary Lindsay on March 20, 2018 pursuant to the WillScot Corporation 2017 Incentive Award Plan and Restricted Stock Award Agreement between the Issuer and each of Mr. Robertson and Mr. Lindsay dated as of March 20, 2018.  The restrictions on these shares lapsed in full one year from the grant date.  11,834 of the 62,133,536 shares of the Class A Common Stock reported on this Schedule 13D/A represent those shares of restricted stock granted to Stephen Robertson and Gary Lindsay on August 28, 2018 pursuant to the WillScot Corporation 2017 Incentive Award Plan and Restricted Stock Award Agreement between the Issuer and each of Mr. Robertson and Mr. Lindsay dated as of August 28, 2018. The restrictions on these shares lapsed in full one year from the grant date.  Immediately following each grant of the restricted stock, Mr. Robertson and Mr. Lindsay transferred the restricted stock to Sapphire Holding. 5,765,625 of the 62,133,536 shares of the Class A Common Stock reported on this Schedule 13D/A represent those shares of Class A Common Stock that were released from escrow to Sapphire Holding pursuant to the terms of a previously disclosed earnout agreement (the Earnout Agreement) that was entered into by and among the Issuer, Sapphire Holding, Double Eagle Acquisition LLC and Harry E. Sloan on November 29, 2017 in connection with the consummation of the Business Combination and other transactions. Pursuant to the terms of the Earnout Agreement, a release of 3,106,250 shares of Class A Common Stock from escrow was triggered on January 19, 2018 by the closing price of the shares of Class A Common Stock on the Nasdaq Stock Market exceeding $12.50 per share for 20 out of 30 consecutive trading days. Pursuant to the terms of the Earnout Agreement, a release of an additional 2,659,375 shares of Class A Common Stock from escrow was triggered on August 1, 2018 by the closing price of the shares of Class A Common Stock on the Nasdaq Stock Market exceeding $15.00 per share for 20 out of 30 consecutive trading days. 2,425,000 of the 62,133,536 shares of the Class A Common Stock reported on this Schedule 13D/A represent the 4,850,000 warrants exchangeable for one-half share each of Class A Common Stock that were released from escrow to Sapphire Holding pursuant to the terms the Earnout Agreement following the completion of a Qualifying Acquisition (as defined in the Earnout Agreement) on August 15, 2018.

(2) This figure assumes the exchange of the WSHC Shares into a corresponding number of shares of Class A Common Stock (as discussed in Items 4, 5 and 6 of this filing) and an exercise of the 4,850,000 warrants for the underlying 2,425,000 shares of Class A Common Stock, representing approximately 50.36% of the outstanding shares of Class A Common Stock, on an as-exchanged basis. Based on the Annual Report on Form 10-K filed by the Issuer on March 2, 2020, there were 110,316,368 shares of Class A Common Stock outstanding and 8,024,419 shares of Class B Common Stock outstanding as of February 27, 2020.

 

 

SCHEDULE 13D/A
	1	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) TDR Capital II Holdings L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)	o
		(b)	o
	3	SEC Use Only
	4	Source of Funds AF
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With				7	Sole Voting Power Not applicable
				8	Shared Voting Power 62,133,536 shares of Class A Common Stock (1) (2)
				9	Sole Dispositive Power Not applicable
				10	Shared Dispositive Power 62,133,536 shares of Class A Common Stock (1) (2)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 62,133,536 shares of Class A Common Stock (1) (2)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 50.36% (2)
	14	Type of Reporting Person PN

 

Notes:

(1) As sole shareholder of Sapphire Holding, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Class A Common Stock of the Issuer held by Sapphire Holding.

(2) This figure assumes the exchange of the WSHC Shares into a corresponding number of shares of Class A Common Stock (as discussed in Items 4, 5 and 6 of this filing) and an exercise of the 4,850,000 warrants for the underlying 2,425,000 shares of Class A Common Stock, representing approximately 50.36% of the outstanding shares of Class A Common Stock, on an as-exchanged basis. Based on the Annual Report on Form 10-K filed by the Issuer on March 2, 2020, there were 110,316,368 shares of Class A Common Stock outstanding and 8,024,419 shares of Class B Common Stock outstanding as of February 27, 2020.

 

 

SCHEDULE 13D/A
	1	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) TDR Capital LLP
	2	Check the Appropriate Box if a Member of a Group
		(a)	o
		(b)	o
	3	SEC Use Only
	4	Source of Funds AF
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With				7	Sole Voting Power Not applicable
				8	Shared Voting Power 62,133,536 shares of Class A Common Stock (1) (2)
				9	Sole Dispositive Power Not applicable
				10	Shared Dispositive Power 62,133,536 shares of Class A Common Stock (1) (2)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 62,133,536 shares of Class A Common Stock (1) (2)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 50.36% (2)
	14	Type of Reporting Person PN

 

Notes:

(1) As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owner of such shares of Class A Common Stock held by Sapphire Holding.

(2) This figure assumes the exchange of the WSHC Shares into a corresponding number of shares of Class A Common Stock (as discussed in Items 4, 5 and 6 of this filing) and an exercise of the 4,850,000 warrants for the underlying 2,425,000 shares of Class A Common Stock, representing approximately 50.36% of the outstanding shares of Class A Common Stock, on an as-exchanged basis. Based on the Annual Report on Form 10-K filed by the Issuer on March 2, 2020, there were 110,316,368 shares of Class A Common Stock outstanding and 8,024,419 shares of Class B Common Stock outstanding as of February 27, 2020.

 

 

SCHEDULE 13D/A
	1	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Stephen Robertson
	2	Check the Appropriate Box if a Member of a Group
		(a)	o
		(b)	o
	3	SEC Use Only
	4	Source of Funds AF
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With				7	Sole Voting Power Not applicable
				8	Shared Voting Power 62,133,536 shares of Class A Common Stock (1) (2)
				9	Sole Dispositive Power Not applicable
				10	Shared Dispositive Power 62,133,536 shares of Class A Common Stock (1) (2)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 62,133,536 shares of Class A Common Stock (1) (2)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 50.36% (2)
	14	Type of Reporting Person IN

 

Notes:

(1) As a founding partner of TDR Capital LLP, Stephen Robertson may be deemed the beneficial owner of such shares of Class A Common Stock held by Sapphire Holding.

(2) This figure assumes the exchange of the WSHC Shares into a corresponding number of shares of Class A Common Stock (as discussed in Items 4, 5 and 6 of this filing) and an exercise of the 4,850,000 warrants for the underlying 2,425,000 shares of Class A Common Stock, representing approximately 50.36% of the outstanding shares of Class A Common Stock, on an as-exchanged basis. Based on the Annual Report on Form 10-K filed by the Issuer on March 2, 2020, there were 110,316,368 shares of Class A Common Stock outstanding and 8,024,419 shares of Class B Common Stock outstanding as of February 27, 2020.

 

 

SCHEDULE 13D/A
	1	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Manjit Dale
	2	Check the Appropriate Box if a Member of a Group
		(a)	o
		(b)	o
	3	SEC Use Only
	4	Source of Funds AF
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With				7	Sole Voting Power Not applicable
				8	Shared Voting Power 62,133,536 shares of Class A Common Stock (1) (2)
				9	Sole Dispositive Power Not applicable
				10	Shared Dispositive Power 62,133,536 shares of Class A Common Stock (1) (2)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 62,133,536 shares of Class A Common Stock (1) (2)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 50.36% (2)
	14	Type of Reporting Person IN

 

Notes:

(1) As a founding partner of TDR Capital LLP, Manjit Dale may be deemed the beneficial owner of such shares of Class A Common Stock held by Sapphire Holding.

(2) This figure assumes the exchange of the WSHC Shares into a corresponding number of shares of Class A Common Stock (as discussed in Items 4, 5 and 6 of this filing) and an exercise of the 4,850,000 warrants for the underlying 2,425,000 shares of Class A Common Stock, representing approximately 50.36% of the outstanding shares of Class A Common Stock, on an as-exchanged basis. Based on the Annual Report on Form 10-K filed by the Issuer on March 2, 2020, there were 110,316,368 shares of Class A Common Stock outstanding and 8,024,419 shares of Class B Common Stock outstanding as of February 27, 2020.

 

 

This filing amends the Schedule 13D filed on December 11, 2017 (as amended by that certain Amendment Number 1 thereto filed on January 23, 2018 and as further amended by Amendment Number 2 thereto filed on August 23, 2018 and Amendment Number 3 thereto filed on August 30, 2018, the Original Filing) regarding the Class A Common Stock. This Amendment Number 4 is being filed to reflect the entry by Sapphire Holding, TDR Capital II Holdings L.P. and TDR Capital LLP into the Voting Agreement (as defined below), as more fully described below. Except as amended herein, the Original Filing is unchanged. References should be made to the Original Filing for additional information.

 

Item 1. Security and Issuer.

 

No material changes.

 

Item 2. Identity and Background.

 

No material changes.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

No material changes.

 

Item 4. Purpose of Transaction.

 

Item 4 is amended and supplemented to add the following paragraphs:

 

The information set forth in Item 6 of this Schedule 13D/A is incorporated by reference in its entirety into this Item 4.

 

Voting Agreement

 

On March 1, 2020, the Issuer, Mobile Mini, Inc., a Delaware corporation (Mobile Mini), and Picasso Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which, subject to the satisfaction or waiver of certain customary closing conditions, Merger Sub will be merged with and into Mobile Mini, with Mobile Mini surviving as a wholly-owned subsidiary of the Issuer (the Merger).

 

Concurrently with the execution and delivery of the Merger Agreement, Mobile Mini entered into a voting agreement (the Voting Agreement) with Sapphire Holding, TDR Capital II Holdings L.P. and TDR Capital LLP (collectively, the TDR Parties). The Voting Agreement requires (a) Sapphire Holding to vote all of its shares of the Class A Common Stock and the Class B Common Stock (i) in favor of the Issuers issuance of common stock in connection with the Merger, (ii) in favor of the adoption of an amended and restated certificate of incorporation of the Issuer, effective upon consummation of the Merger, (iii) against any competing transaction and (iv) in the event of any adverse recommendation by the Issuers Board of Directors involving or related to a Parent Intervening Event (as defined in the Merger Agreement), in the same proportion as the votes cast by the other Issuer stockholders, (b) that Sapphire Holding not transfer its Class A Common Stock, Class B Common Stock or WSHC Shares without the prior written consent of Mobile Mini, with certain limited exceptions, and (c) that each of the TDR Parties not solicit an alternative acquisition proposal or participate in discussions or negotiations regarding an alternative acquisition proposal, except as authorized by the Issuers Board of Directors in certain circumstances.  In connection therewith, TDR Capital II Holdings L.P. and TDR Capital LLP also agreed with the Issuer to comply with the terms of such non-solicitation obligations. Sapphire Holdings voting obligations set forth above may be terminated by Sapphire Holding upon written notice to Mobile Mini following a change of recommendation of the Issuers Board of Directors relating to the Issuers receipt of a superior acquisition proposal, any change to the merger consideration that is adverse to Sapphire Holding or any other amendment to the Merger Agreement that is adverse to Sapphire Holding in any material respect.

 

The Voting Agreement requires Sapphire Holding to exchange all of its WSHC Shares prior to the closing of the Merger for shares of Class A Common Stock at an exchange ratio of 1.3261 shares of Class A Common Stock for each WSHC Share. Concurrently with such exchange, all issued and outstanding shares of the Class B Common Stock will be cancelled.

 

The Voting Agreement further provides that, on the closing date of the Merger, each of the TDR Parties will enter into a shareholders agreement with the Issuer in the form attached to the Voting Agreement (the New Shareholders Agreement).  The New Shareholders Agreement provides for (a) Sapphire Holdings right to nominate (i) two directors to the Issuers Board of Directors for so long as the TDR Parties beneficially own at least 15% of the Issuers outstanding shares of common stock and (ii) one director to the Issuers Board of Directors for so long as the TDR Parties beneficially own at least 5%, but less than 15%, of the Issuers outstanding shares of common stock, (b) certain standstill obligations of Sapphire Holding and its affiliates for so long as TDR Capital II Holdings L.P. beneficially owns at least 5% of the Issuers outstanding shares of common stock, (c) certain transfer

 

 

restrictions on the TDR Parties, including a lock-up period of six months after the closing of the Merger and restrictions on the volume of shares that can be transferred after the lock-up period expires, and (d) certain confidentiality obligations of the TDR Parties.

 

The Voting Agreement will terminate upon the earlier of the effective time of the Merger and the termination of the Merger Agreement in accordance with its terms.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 Interest in Securities of the Issuer of this Schedule 13D/A is hereby amended and restated as follows:

 

The information set forth in or incorporated by reference in Items 2 and 4 of the Original Filing, Item 6 hereof and on the cover pages of this Schedule 13D/A is incorporated by reference in its entirety into this Item 5.

 

(a), (b) and (c)

 

On November 29, 2017, in connection with the closing of the Business Combination, the Issuer and Sapphire Holding entered into the Subscription Agreement pursuant to which Sapphire Holding purchased 43,568,901 shares of Class A Common Stock, as further described in Item 3 above.

 

In connection with the Issuers consummation of the Business Combination and other transactions on November 29, 2017, the Sellers received, as partial consideration for the sale of WSII to the Issuer, the WSHC Shares. Concurrently with the closing of the Business Combination, the Sellers, the Issuer and the Holdco Acquiror entered into the Exchange Agreement that provides the Sellers or certain permitted transferees, including Sapphire Holding, the right, but not the obligation, at any time within five years of November 29, 2017 to exchange all, but not less than all of the WSHC Shares for newly-issued shares of Class A Common Stock. The number of shares of Class A Common Stock to be received upon such exchange of the WSHC Shares will be determined based on an exchange ratio to be agreed to, taking into account the average trading price of Class A Common Stock over a 20 day trading period on Nasdaq, or another applicable national securities exchange, and the aggregate ownership percentage of the party seeking to make the exchange of the issued and outstanding Holdco Acquiror Common Stock at the time of the exchange, as adjusted to take into account any election by such party to exercise certain pre-emptive rights or the dilutive effect of certain other issuances of Holdco Acquiror Common Stock which do not trigger such pre-emptive rights.

 

As a result of the transfer of the WSHC Shares from Algeco Global to Sapphire Holding on December 6, 2017, Sapphire Holding has the right, but not the obligation, pursuant to the Exchange Agreement, to exchange the WSHC Shares for shares of Class A Common Stock, in accordance with the terms of the Exchange Agreement.

 

Pursuant to the Voting Agreement and agreement with the Issuer, Sapphire Holding agreed to exchange all of its WSHC Shares prior to the closing of the Merger for shares of Class A Common Stock at an exchange ratio of 1.3261 shares of Class A Common Stock for each WSHC Share.

 

The total number of shares of Class A Common Stock of the Issuer beneficially owned by any of the Reporting Persons and reported on this Schedule 13D/A assumes the exchange of the WSHC Shares for a corresponding number of shares of Class A Common Stock at an exchange ratio of 1:1.3261.

 

Sapphire Holding holds approximately 50.36% of the Class A Common Stock, based on the shares of Class A Common Stock outstanding, giving effect to the exchange of the WSHC Shares into a corresponding number of shares of Class A Common Stock (as discussed in Items 4, 5 and 6 of this filing).

 

TDR Capital II, as the sole shareholder of Sapphire Holding, has the power to vote and dispose of securities held by Sapphire Holding and may therefore be deemed to beneficially own 62,133,536 shares of Class A Common Stock held by Sapphire Holding, representing approximately 50.36% of the total outstanding Class A Common Stock.

 

TDR Capital, as the manager of TDR Capital II, has the power to vote and dispose of securities held by TDR Capital II. TDR Capital may be deemed to control TDR Capital II and have shared voting and dispositive power over the shares of Class A Common Stock that TDR Capital II may be deemed to beneficially own, namely the 62,133,536 shares of Class A Common Stock, representing approximately 50.36% of the total number of outstanding shares of Class A Common Stock. Messrs.

 

 

Stephen Robertson and Manjit Dale, as the founding partners of TDR Capital, effectively have the power (acting jointly and not in concert) to vote and dispose of securities held by TDR Capital, and may therefore have shared voting and dispositive power over the shares of Class A Common Stock that TDR Capital may be deemed to beneficially own by virtue of its role as manager of TDR Capital II, namely 62,133,536 shares of Class A Common Stock, representing approximately 50.36% of the total number of outstanding shares of Class A Common Stock.

 

Except as otherwise disclosed in this Schedule 13D/A, none of the Reporting Persons, or to the knowledge of the Reporting Persons, none of the persons listed on Schedule A of the Original Filing, has equity or other ownership interests in the Issuer. None of the Reporting Persons, or to the knowledge of the Reporting Persons, none of the persons listed on Schedule A of the Original Filing, has engaged in any transaction during the past 60 days in any shares of Class A Common Stock, except as otherwise described in this Schedule 13D/A.

 

(d)

To the knowledge of the Reporting Persons, no person, other than the stockholders as set forth on Schedule B of the Original Filing, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer deemed to be beneficially owned by the Reporting Persons.

 

(e)

Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer of this Schedule 13D/A is hereby amended and restated as follows:

 

The information set forth or incorporated by reference in Item 4 of the Original Filing, Items 4 and 5 of this Schedule 13D/A and Exhibits 1, 2, 3 and 4 of the Original Filing, is incorporated by reference in its entirety into this Item 6.

 

Subscription Agreement

 

In connection with the Subscription Agreement as further described in the Original Filing, each of the Issuer and Sapphire Holding made customary representations.

 

The shares of the Issuers Class A Common Stock issued pursuant to the Subscription Agreement are restricted securities under applicable federal securities laws. The shares issued pursuant to the Subscription Agreement are subject to the Registration Rights Agreement (as defined below) which provides for certain demand, shelf and piggyback registration rights.

 

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreement, which is attached to the Original Filing as Exhibit 1 and is incorporated herein by reference.

 

Registration Rights Agreement

 

On November 29, 2017, in connection with the closing of the Business Combination, the Issuer, Sapphire Holding, A/S Holdings, and certain other parties named therein, entered into an amended and restated registration rights agreement (the Registration Rights Agreement), that amends and restates that certain registration rights agreement, dated September 10, 2015 by and among Double Eagle and certain of its initial investors and provides such initial investors, Sapphire Holding and A/S Holdings with certain demand, shelf and piggyback registration rights covering all shares of Class A Common Stock owned by each holder, until such shares cease to be Registrable Securities (as defined in the Registration Rights Agreement). The Registration Rights Agreement provides each of Sapphire Holding, A/S Holdings and certain of the initial investors (the Initiating Holders), the right to request an unlimited number of demands, at any time following the Closing Date (as defined therein) and customary shelf registration rights, subject to certain conditions. In addition, the Registration Rights Agreement grants each of Sapphire Holding, A/S Holdings and the Initiating Holders, piggyback registration rights with respect to registration statements filed subsequent to the Closing Date. The Issuer is responsible for all Registration Expenses (as defined in the Registration Rights Agreement) in connection with any demand, shelf or piggyback registration by any of Sapphire Holding, A/S Holdings or the Initiating Holders. The registration rights under the Registration Rights Agreement are subject to customary lock-up provisions.

 

 

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, which is attached to the Original Filing as Exhibit 2 and is incorporated herein by reference.

 

Shareholders Agreement

 

On November 29, 2017, in connection with the closing of the Business Combination, the Sellers, the Issuer and the Holdco Acquiror entered into the Shareholders Agreement (as defined in the Original Filing) in respect of the ownership interests in the Holdco Acquiror. The Shareholders Agreement contains pre-emptive rights to permit the Sellers to avoid dilution and maintain their aggregate percentage ownership of the Holdco Acquiror on a fully diluted basis upon any future issuance of any additional shares of the Holdco Acquiror or the Issuer for cash. Any future issuances that are not for cash and not offered to other existing shareholders of the Holdco Acquiror on a pre-emptive basis or otherwise (i.e. derivatives issued by the Issuer, shares issued to a vendor on completion of an acquisition or the issuance of Class B common stock of the Issuer to the Sellers or a TDR Permitted Transferee(s), as defined in the Original Filing, as the case may be) would not trigger such pre-emptive rights. The Shareholders Agreement also contains customary tag along and drag along provisions and protective provisions for the Sellers, such that so long as the Sellers or a TDR Permitted Transferee(s), as the case may be, own any shares of the Holdco Acquiror Common Stock, the Holdco Acquiror will not, without the affirmative vote or unanimous written consent of all of the Sellers or TDR Permitted Transferee(s), as the case may be, amend its certificate of incorporation or bylaws or otherwise vary or amend the rights attaching to the Holdco Acquiror Common Stock, in each case in a manner that would have a materially disproportionate effect on the Sellers as minority shareholders as compared to the other shareholders of the Holdco Acquiror.

 

Immediately following the closing of the Business Combination, Algeco Holdings transferred its portion of WSHC Shares to Algeco Global. As noted under the heading Exchange Agreement below, the Issuer has a right of first refusal to purchase WSHC Shares held by the Sellers or a TDR Permitted Transferee(s), as the case may be, except in the case of transfers to TDR Permitted Transferees or exchanges pursuant to the Exchange Agreement. The Sellers or TDR Permitted Transferee(s), as the case may be, will be entitled to vote that number of shares of WSHC Shares held thereby in all matters submitted for a vote to the holders of Holdco Acquiror Common Stock, voting together as a single class with holders of Holdco Acquiror Common Stock. The Shareholders Agreement also contains transfer restrictions regarding the shares of Class B common stock of the Issuer.

 

The foregoing description of the Shareholders Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Shareholders Agreement, which is attached to the Original Filing as Exhibit 3 and is incorporated herein by reference.

 

In connection with the acquisition of the WSHC Shares by Sapphire Holding on December 6, 2017, Sapphire Holding entered into a joinder agreement to the Shareholders Agreement.

 

Pursuant to the New Shareholders Agreement, the Shareholders Agreement will terminate at the closing of the Merger.

 

Exchange Agreement

 

On November 29, 2017, in connection with the closing of the Business Combination, the Sellers, the Issuer and the Holdco Acquiror entered into the Exchange Agreement (as defined in the Original Filing) in respect of the Stock Consideration (as defined in the Original Filing).

 

The Exchange Agreement provides that at any time within five years from November 29, 2017, Sapphire Holding has the right, but not the obligation, to exchange all, but not less than all, of the WSHC Shares into newly issued shares of Class A Common Stock in a private placement transaction. The WSHC Shares will be exchangeable for that number of shares of

 

 

Class A Common Stock as determined by an exchange ratio to be agreed to, taking into account the average trading price of Class A Common Stock over a 20 day trading period on Nasdaq, or the applicable national securities exchange, and the aggregate ownership percentage of Sapphire Holding of the issued and outstanding Holdco Acquiror Common Stock at the time of the exchange, as adjusted to take into account any election by Sapphire Holding to exercise certain pre-emptive rights or the dilutive effect of certain other issuances of Holdco Acquiror Common Stock which do not trigger such pre-emptive rights. Upon such exchange, the Issuer will automatically redeem for no consideration all of the shares of the Issuers Class B common stock held Sapphire Holding.

 

Pursuant to the Voting Agreement, Sapphire Holding agreed to exchange all of its WSHC Shares prior to the closing of the Merger for shares of Class A Common Stock at an exchange ratio of 1.3261 shares of Class A Common Stock for each WSHC Share.

 

The Issuer has a right of first refusal to purchase the WSHC Shares held by the Sellers or a TDR Permitted Transferee as the case may be, prior to any sale, transfer or other assignment of such shares to any person other than a TDR Permitted Transferee(s) and excluding the exchange rights described above.

 

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Exchange Agreement, which is attached to the Original Filing as Exhibit 4 and is incorporated herein by reference.

 

Loan Agreement and Stock Pledge

 

On August 22, 2018, Sapphire Holding entered into a margin loan agreement with Barclays Bank PLC, as Administrative Agent and Calculation Agent, and the lenders party thereto from time to time (the Loan Agreement) providing for borrowings of up to $125.0 million. On August 27, 2018, in connection with funding under the Loan Agreement, Sapphire Holding executed a Pledge and Security Agreement (the Security Agreement) pursuant to which it initially pledged 46,375,151 shares of Class A Common Stock to secure repayment of amounts outstanding under the Loan Agreement. Pursuant to the Security Agreement, Sapphire Holding also entered into a Collateral Account Control Agreement with each lender under the Loan Agreement.

 

Borrowings under the Loan Agreement mature on August 27, 2020. The Loan Agreement contains various affirmative and negative covenants and events of default that are customary for margin loan agreements of this type. In the event of a default under the Loan Agreement, each lender may exercise certain remedies, including the right to sell or otherwise dispose of the shares of Class A Common Stock pledged under the Security Agreement. All voting rights with respect to the Pledged Shares will remain with Sapphire Holding unless an event of default under the Loan Agreement has occurred and is continuing.

 

Except as set forth in this Schedule 13D/A, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and Schedule A of the Original Filing and between such persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7. Material to be Filed as Exhibits.

 

The following document is filed as an exhibit:

 

1.             Voting Agreement, dated as of March 1, 2020, by and among Mobile Mini, Inc., Sapphire Holding S.à r.l., TDR Capital II Holdings L.P. and TDR Capital LLP.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D/A is true, complete and correct.

 

Dated: March 4, 2020
SAPPHIRE HOLDING S.A R.L.
By:
	/s/ Jan Willem Overheul
	Jan Willem Overheul as Attorney-in-Fact
TDR CAPITAL II HOLDINGS L.P.
By:
	/s/ Blair Thompson
	Blair Thompson, for and on behalf of TDR Capital LLP, as manager of TDR Capital II Holdings L.P.
TDR CAPITAL LLP
By:
	/s/ Blair Thompson
	Blair Thompson, Partner
STEPHEN ROBERTSON
By:
	/s/ Stephen Robertson
MANJIT DALE
By:
	/s/ Manjit Dale