お知らせ • Sep 19
WillScot Mobile Mini Holdings Corp. (NasdaqCM:WSC) cancelled the acquisition of McGrath RentCorp (NasdaqGS:MGRC) from The Vanguard Group, Inc., BlackRock, Inc., Franklin Mutual Advisers, LLC and others.
WillScot Mobile Mini Holdings Corp. (NasdaqCM:WSC) entered into letter of intent to acquire McGrath RentCorp (NasdaqGS:MGRC) from The Vanguard Group, Inc., BlackRock, Inc., Franklin Mutual Advisers, LLC and others for $3.1 billion on December 8, 2023. WillScot Mobile Mini Holdings Corp. (NasdaqCM:WSC) entered into an agreement to acquire McGrath RentCorp (NasdaqGS:MGRC) on January 28, 2024. McGrath shareholders will receive for each of their shares either $123 in cash or 2.8211 shares of WillScot Mobile Mini common stock, as determined pursuant to the election and allocation procedures in the merger agreement under which 60% of McGrath’s outstanding shares will be converted into the cash consideration and 40% of McGrath’s outstanding shares will be converted into the stock consideration. The transaction values McGrath at an enterprise value of $3.8 billion, including approximately $800 million of net debt. WillScot Mobile Mini has secured committed financing for the transaction by way of a $1.8 billion senior secured bridge credit facility, which along with borrowings under WillScot Mobile Mini’s ABL revolving credit facility will fund the cash portion of the purchase price and the repayment of McGrath’s outstanding debt. JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., MUFG Bank, Ltd., Deutsche Bank AG, acting through its branches, Bank of America, N.A., and Bank of Montreal provided financing commitments for the upsize to the ABL Facility and/or the Bridge Facility in connection with the transaction. In case of termination of the transaction under certain circumstances, McGrath would be required to pay a termination fee of $120 million. WillScot Mobile would be required to pay a termination fee of $180 million in case of termination of the transaction under certain circumstances.
The transaction is subject to customary conditions including: approval by McGrath shareholders; regulatory approvals; any applicable waiting period or periods applicable to the Transactions contemplated hereby under the HSR Act shall have expired or been terminated; the Registration Statement shall have been declared effective; and other customary closing conditions. All directors for the respective Boards of WillScot Mobile Mini and McGrath adopted and unanimously approved the transaction. The transaction is expected to close in the second quarter of 2024. As of July 11, 2024, the transaction has been approved by the shareholders of McGrath RentCorp. On July 24, 2024, the parties committed to the FTC that they would not close the Transaction prior to September 27, 2024. As of August 1, 2024, the WillScot Holdings expects the transaction to close in Q4 2024 after the receipt of remaining regulatory approvals.
BofA Securities acted as financial advisor, Rothschild & Co acted as financing advisor and Beth Troy, Jeffrey J. Pellegrino, Gordon Mak, Noah Brumfield, Brian Jebb, Jason Rothschild, Dave Lewis, John Hibbard, Ken Rivlin, Maria Christopher Bell, Adam Sofen, Adam Chernichaw, Helen Christakos, Bradley Pensyl and David Ingles of Allen & Overy LLP acted as legal counsel to WillScot Mobile Mini. Paul, Weiss, Rifkind, Wharton & Garrison LLP advised Goldman Sachs & Co. LLC in its role as financial advisor and fairness opinion provider and Jaclyn Liu, Alex Okuliar and Kerry Jones of Morrison & Foerster LLP acted as legal counsel to McGrath. McGrath has agreed to pay Goldman Sachs a transaction fee of approximately $46 million, $3 million of which became payable upon the announcement of the Transaction, and the remainder of which is contingent upon consummation of the Transaction. The Company expects that the combination will be accretive to earnings per share within twelve months post-closing, based on the Company’s successful track record of integrating acquisitions. Morrow Sodali LLC acted as proxy solicitor for McGrath and will pay Morrow Sodali an initial fee of $30,000 plus additional fees to be determined at the conclusion of the solicitation and reasonable out-of-pocket expenses. Computershare acted as transfer agent for McGrath.
WillScot Mobile Mini Holdings Corp. (NasdaqCM:WSC) cancelled the acquisition of McGrath RentCorp (NasdaqGS:MGRC) from The Vanguard Group, Inc., BlackRock, Inc., Franklin Mutual Advisers, LLC and others on September 17, 2024.