Use these links to rapidly review the document
TABLE OF CONTENTS
ANNEX A
TABLE OF CONTENTS 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

Mobile Mini, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

GRAPHIC   GRAPHIC

To the Stockholders of WillScot Corporation and Mobile Mini, Inc.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear WillScot Stockholders and Mobile Mini Stockholders:

        On March 1, 2020, WillScot Corporation ("WillScot"), Picasso Merger Sub, Inc., a wholly owned subsidiary of WillScot ("Merger Sub"), and Mobile Mini, Inc. ("Mobile Mini") entered into an Agreement and Plan of Merger, as may be amended from time to time (the "Merger Agreement"), pursuant to which, subject to the approval of WillScot stockholders and Mobile Mini stockholders and the satisfaction or (to the extent permitted by law) waiver of other specified closing conditions, WillScot and Mobile Mini will combine in a stock-for-stock merger of equals. At the effective time of the merger (the "Effective Time"), Merger Sub will merge with and into Mobile Mini (the "Merger"), with Mobile Mini surviving the Merger and becoming a wholly owned subsidiary of WillScot. As of the Effective Time, the name of WillScot will be changed (the "Combined Company"). The Combined Company will have a single series of common stock, par value $0.0001 per share (the "Combined Company Common Stock"), outstanding shares of which will be listed for trading on the Nasdaq Capital Market. The Combined Company's name and ticker symbol will be mutually agreed upon between the parties prior to the Effective Time.

        Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of Mobile Mini Common Stock will be converted into the right to receive 2.4050 shares of WillScot Class A Common Stock (the "Merger Consideration"), less any applicable withholding taxes and, if applicable, cash in lieu of fractional shares. Immediately following Mobile Mini stockholders' receipt of the Merger Consideration, all issued and outstanding shares of WillScot Class A Common Stock will be reclassified as and converted into shares of Combined Company Common Stock. For more details on the Merger Consideration, see "The Merger Agreement—Merger Consideration."

        Based on the current number of shares of Mobile Mini Common Stock outstanding and reserved for issuance, and the current number of shares of WillScot Class A Common Stock outstanding and reserved for issuance, we estimate that, immediately following completion of the Merger, former holders of Mobile Mini Common Stock will own approximately 46% of the issued and outstanding shares of Combined Company Common Stock and pre-Merger holders of WillScot Class A Common Stock will own approximately 54% of the issued and outstanding shares of Combined Company Common Stock.

        The Combined Company's Board of Directors (the "Combined Company Board") will consist of 11 members, which will be comprised of: (i) six directors designated by WillScot, two of whom will be chosen by the TDR Parties (as defined below), and (ii) five directors designated by Mobile Mini. The Combined Company's management team will, pursuant to employment agreements entered into in connection with the signing of the Merger Agreement, consist of: (i) Bradley Soultz, the current Chief Executive Officer of WillScot, as the Chief Executive Officer of the Combined Company, (ii) Kelly Williams, the current President and Chief Executive Officer of Mobile Mini, as the President and Chief Operating Officer of the Combined Company, (iii) Timothy Boswell, the current Chief Financial Officer of WillScot, as the Chief Financial Officer of the Combined Company, (iv) Christopher Miner, the current General Counsel of Mobile Mini, as the Senior Vice President, General Counsel and Secretary of the Combined Company and (v) Hezron T. Lopez, the current General Counsel of WillScot, as the Chief Human Resources Officer of the Combined Company. The Combined Company's headquarters, as of the Effective Time, will be located in Phoenix, Arizona. For additional information about the governance of the Combined Company following the Merger, see "The Merger—Governance of the Combined Company."

        In connection with the parties' entry into the Merger Agreement, Mobile Mini entered into a voting agreement (the "Voting Agreement") with TDR Capital LLP and certain of its affiliates (the "TDR Parties") whereby the TDR Parties agreed, among other things and subject to the terms of the Voting Agreement, to vote all of their shares of WillScot Class A Common Stock and WillScot Class B Common Stock in favor of (i) the issuance of the Merger Consideration and (ii) the approval of the amended and restated certificate of incorporation of the Combined Company (the "A&R Charter"), to be adopted at the Effective Time.


        At the closing of the Merger, the TDR Parties will enter into a shareholders agreement with the Combined Company which will provide for, among other things, (a) certain TDR Parties' right to nominate (i) two directors to the Combined Company Board for so long as the TDR Parties beneficially own at least 15% of the issued and outstanding shares of Combined Company Common Stock and (ii) one director to the Combined Company Board for so long as the TDR Parties beneficially own at least 5%, but less than 15%, of the issued and outstanding shares of Combined Company Common Stock, (b) certain standstill obligations of the TDR Parties with respect to the Combined Company Common Stock, and (c) certain restrictions on the TDR Parties' ability to transfer shares of Combined Company Common Stock, including a lock-up period of six months after the closing of the Merger and restrictions on the volume of shares of Combined Company Common Stock that can be transferred by the TDR Parties following the expiration of the lock-up. As of the Effective Time, the TDR Parties are expected to own 26% of the issued and outstanding shares of Combined Company Common Stock. For more details on the Voting Agreement and the Shareholders Agreement, see "The Merger—The Voting Agreement and Shareholders Agreement."

        Each of WillScot and Mobile Mini will hold a virtual special meeting of its respective stockholders to vote on the proposals necessary to complete the Merger and the related transactions contemplated by the Merger Agreement. Each of WillScot and Mobile Mini has chosen to hold its special meeting solely via the Internet and not in a physical location given the current public health impact of coronavirus (COVID-19) and the desire to promote the health and safety of its stockholders, as well as its directors, officers, employees and other constituents. Information about each meeting, the Merger and the other business to be considered by stockholders at each special meeting is contained in this joint proxy statement/prospectus. Any stockholder entitled to attend and vote at the applicable special meeting is entitled to appoint a proxy to attend and vote on such stockholder's behalf. Such proxy need not be a holder of WillScot Common Stock or Mobile Mini Common Stock. We urge you to read this joint proxy statement/prospectus and the annexes and documents incorporated by reference herein carefully. You should also carefully consider the risks that are described in the "Risk Factors" section beginning on page 30.

        Your vote is very important regardless of the number of shares of WillScot Common Stock or Mobile Mini Common Stock that you own. The Merger cannot be completed without: (1) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the issued and outstanding shares of Mobile Mini Common Stock entitled to vote (in person or by proxy) at the Mobile Mini special meeting; (2) the approval of the issuance of shares of WillScot Class A Common Stock to the stockholders of Mobile Mini as the Merger Consideration by the affirmative vote of the holders of a majority of the issued and outstanding shares of WillScot Class A Common Stock and WillScot Class B Common Stock entitled to vote on the matter at a duly called and held meeting of WillScot stockholders at which a quorum is present (in person or by proxy), voting together as a single class; and (3) the approval of the A&R Charter by the affirmative vote of each of: (i) the holders of a majority of the issued and outstanding shares of WillScot Class A Common Stock and WillScot Class B Common Stock that are entitled to vote, voting together as a single class, (ii) the holders of a majority of the issued and outstanding shares of WillScot Class A Common Stock, voting as a separate class, and (iii) the holders of a majority of the issued and outstanding shares of WillScot Class B Common Stock, voting as a separate class. Completion of the Merger is not conditioned upon the approval of the Combined Company 2020 Incentive Plan (as defined below).

        Whether or not you plan to attend the live webcasts of the WillScot special meeting or the Mobile Mini special meeting, as applicable, please submit your proxy as soon as possible to make sure that your shares are represented at the applicable meeting.

LOGO   LOGO

Gerard E. Holthaus
Chairman
WillScot Corporation

 

Erik Olsson
Chairman
Mobile Mini, Inc.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger or the other transactions described in this joint proxy statement/prospectus or the securities to be issued in connection with the Merger or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

        The accompanying joint proxy statement/prospectus is dated May 6, 2020 and is first being mailed to stockholders of WillScot and Mobile Mini on or about May 8, 2020.


Table of Contents

LOGO

WILLSCOT CORPORATION
901 S. Bond Street, Suite 600
Baltimore, Maryland 21231

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on June 24, 2020

To the Stockholders of WillScot Corporation:

        We are pleased to invite you to attend, and notice is hereby given that WillScot Corporation ("WillScot"), will hold, a special meeting of its stockholders (the "WillScot special meeting"), via live webcast through the link www.virtualshareholdermeeting.com/WSC2020SM (the "WillScot special meeting website") on June 24, 2020 at 12:00 p.m. Eastern Time.

        WillScot has chosen to hold the WillScot special meeting solely via live webcast and not in a physical location given the current public health impact of coronavirus (COVID-19) and our desire to promote the health and safety of WillScot stockholders, as well as WillScot directors, officers, employees and other constituents. You will need the 16-digit control number included on your proxy card if you are a stockholder of record or included with your voting instruction form provided by your bank, broker or other nominee if you hold your shares of WillScot Common Stock in street name through an account with an intermediary to attend the WillScot special meeting. The WillScot special meeting will be held for the following purposes:


Table of Contents

        WillScot will transact no other business at the WillScot special meeting, except such business as may properly be brought before the WillScot special meeting or any adjournment or postponement thereof. Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the WillScot special meeting.

        The WillScot board of directors (the "WillScot Board") has fixed the close of business on May 1, 2020 as the record date for the WillScot special meeting (the "WillScot Record Date"). Only stockholders of record at that time are entitled to receive notice of, and to vote at, the WillScot special meeting or any adjournment or postponement thereof. WillScot is commencing its solicitation of proxies on or about May 8, 2020. WillScot will continue to solicit proxies until the date of the WillScot special meeting. A list of stockholders of record will be available during the WillScot special meeting for inspection by stockholders at www.virtualshareholdermeeting.com/WSC2020SM.

        Completion of the Merger is conditioned upon, among other things, (i) approval of the WillScot Stock Issuance Proposal by the WillScot stockholders, which requires the affirmative vote of the holders of a majority of the issued and outstanding shares of WillScot Class A Common Stock and WillScot Class B common stock, par value $0.0001 per share (the "WillScot Class B Common Stock" and together with the WillScot Class A Common Stock, the "WillScot Common Stock"), entitled to vote at a duly called and held meeting of WillScot stockholders at which a quorum is present (in person or by proxy), voting together as a single class, and (ii) approval of the Combined Company Charter Amendment Proposal, which requires the affirmative vote of holders of each of (a) a majority of the issued and outstanding shares of WillScot Class A Common Stock and WillScot Class B Common Stock that are entitled to vote, voting together as a single class, (b) a majority of the issued and outstanding shares of WillScot Class A Common Stock, voting as a separate class, and (c) a majority of the issued and outstanding shares of WillScot Class B Common Stock, voting as a separate class.

        The WillScot Board unanimously approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement and determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, certain governance arrangements, the WillScot Stock Issuance, the Combined Company Charter Amendment and the 2020 Incentive Plan are advisable and fair to and in the best interests of WillScot and its stockholders, and unanimously recommends that WillScot stockholders vote:

        Your vote is very important regardless of the number of shares of WillScot Common Stock that you own. A failure to vote your shares, or to provide instructions to your bank, brokers or nominee as to how to vote your shares, is the equivalent of a vote against the Combined Company Charter Amendment Proposal. Whether or not you expect to attend the WillScot special meeting in person via live webcast, to ensure your representation at the WillScot special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (1) visiting the Internet site listed on the WillScot proxy card, (2) calling the toll-free number listed on the WillScot proxy card or (3) submitting your WillScot proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person via live webcast, but it will help to secure a quorum


Table of Contents

and avoid added solicitation costs. Any eligible holder of WillScot Common Stock who is present at the WillScot special meeting may vote in person via live webcast, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the WillScot special meeting in the manner described in the accompanying joint proxy statement/prospectus. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the bank, broker or other nominee.

        You may log into the WillScot special meeting website and enter your control number beginning fifteen (15) minutes before the commencement of the WillScot special meeting. The meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the WillScot special meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

        Instructions on how to attend and participate online at the WillScot special meeting, including how to demonstrate proof of stock ownership, ask questions and vote, are posted at www.proxyvote.com.

        The enclosed joint proxy statement/prospectus provides a detailed description of the Merger and the Merger Agreement and the other matters to be considered at the WillScot special meeting. We urge you to carefully read this joint proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning any of the proposals in this notice, the Merger or the joint proxy statement/prospectus, would like additional copies or need help voting your shares of WillScot Common Stock, please contact WillScot's proxy solicitor:

Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Telephone: 866-785-7395 (toll-free)
781-575-2137 (for all those outside of the U.S.)

By Order of the WillScot Corporation Board of Directors,

Hezron Timothy Lopez
Vice President, General Counsel
& Corporate Secretary

 

 

Baltimore, Maryland
May 6, 2020


Table of Contents

LOGO

MOBILE MINI, INC.
4646 E. Van Buren Street, Suite 400
Phoenix, Arizona 85008

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Mobile Mini, Inc.:

        We are pleased to invite you to attend, and notice is hereby given that Mobile Mini, Inc. ("Mobile Mini") will hold, a special meeting of its stockholders (the "Mobile Mini special meeting"), via live webcast through the link www.virtualshareholdermeeting.com/MINI2020SM (the "Mobile Mini special meeting website"), on Wednesday, June 24, 2020 at 9:00 a.m. Phoenix local time.

        Mobile Mini has chosen to hold the Mobile Mini special meeting solely via live webcast and not in a physical location given the current public health impact of coronavirus (COVID-19) and our desire to promote the health and safety of Mobile Mini stockholders, as well as Mobile Mini directors, officers, employees and other constituents. You will need the 16-digit control number included on your proxy card if you are a stockholder of record or included with your voting instruction form provided by your bank, broker or other nominee if you hold your shares of Mobile Mini Common Stock in street name through an account with an intermediary to attend the Mobile Mini special meeting. The Mobile Mini special meeting will be held for the following purposes:

        Mobile Mini will transact no other business at the Mobile Mini special meeting, except such business as may properly be brought before the Mobile Mini special meeting or any adjournment or postponement thereof. Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the Mobile Mini special meeting.

        The Mobile Mini board of directors (the "Mobile Mini Board") has fixed the close of business on May 1, 2020 as the record date for the Mobile Mini special meeting (the "Mobile Mini Record Date"). Only Mobile Mini stockholders of record at that time are entitled to receive notice of, and to vote at,


Table of Contents

the Mobile Mini special meeting or any adjournment or postponement thereof. Mobile Mini is commencing its solicitation of proxies on or about May 8, 2020. Mobile Mini will continue to solicit proxies until the date of the Mobile Mini special meeting. A list of stockholders of record will be available during the Mobile Mini special meeting for inspection by stockholders at www.virtualshareholdermeeting.com/MINI2020SM.

        Completion of the Merger is conditioned upon, among other things, adoption of the Merger Agreement by the Mobile Mini stockholders, which requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Mobile Mini Common Stock entitled to vote (in person or by proxy) at the Mobile Mini special meeting. Stockholders who attend the Mobile Mini special meeting will be considered to be attending the meeting in person.

        The Mobile Mini Board has approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger; has determined that the Merger Agreement and transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of Mobile Mini stockholders; and recommends that Mobile Mini stockholders vote:

        Your vote is very important, regardless of the number of shares of Mobile Mini Common Stock that you own. A failure to vote your shares, or to provide instructions to your bank, broker or nominee as to how to vote your shares, is the equivalent of a vote against the Mobile Mini Merger Proposal. Whether or not you expect to attend the Mobile Mini special meeting in person via live webcast, to ensure your representation at the Mobile Mini special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (1) visiting the Internet site listed on the Mobile Mini proxy card, (2) calling the toll-free number listed on the Mobile Mini proxy card or (3) submitting your Mobile Mini proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person via live webcast, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Mobile Mini Common Stock who is present at the Mobile Mini special meeting may vote in person via live webcast, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Mobile Mini special meeting in the manner described in the accompanying joint proxy statement/prospectus. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the bank, broker or other nominee.

        You may log into the Mobile Mini special meeting website and enter your control number beginning fifteen (15) minutes before the commencement of the Mobile Mini special meeting. The meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Mobile Mini special meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

        Instructions on how to attend and participate online at the Mobile Mini special meeting, including how to demonstrate proof of stock ownership, ask questions and vote, are posted at www.proxyvote.com.

        The enclosed joint proxy statement/prospectus provides a detailed description of the Merger and the Merger Agreement and the other matters to be considered at the Mobile Mini special meeting. We urge you to carefully read this joint proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning any of the proposals in this notice, the Merger or the joint proxy statement/prospectus, would like additional


Table of Contents

copies or need help voting your shares of Mobile Mini Common Stock, please contact Mobile Mini's proxy solicitor or Mobile Mini:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders May Call Toll-Free: (877) 800-5195
Banks & Brokers May Call Collect: (212) 750-5833

OR

Mobile Mini, Inc.
4646 E. Van Buren Street, Suite 400
Phoenix, Arizona 85008
Attention: Investor Relations
Telephone: (480) 894-6311
E-mail: etadano@mobilemini.com

By Order of the Board of Directors,    

  

Christopher J. Miner
Senior Vice President and General Counsel
Phoenix, Arizona
Dated: May 6, 2020

 

 

Table of Contents


ADDITIONAL INFORMATION

        The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about WillScot and Mobile Mini from other documents that are not included in or delivered with the accompanying joint proxy statement/prospectus. For a listing of the documents incorporated by reference into the accompanying joint proxy statement/prospectus, see the section entitled "Where You Can Find More Information."

        You can obtain any of the documents incorporated by reference into the accompanying joint proxy statement/prospectus by requesting them in writing or by telephone as follows:

For WillScot Stockholders:
WillScot Corporation
901 S. Bond Street, Suite 600
Baltimore, Maryland 21231
Attention: Investor Relations
investors@willscot.com
  For Mobile Mini Stockholders:
Mobile Mini, Inc.
4646 E. Van Buren Street, Suite 400
Phoenix, Arizona 85008
Attention: Investor Relations
(480) 894-6311
etadano@mobilemini.com

        To receive timely delivery of the documents in advance of the WillScot special meeting and the Mobile Mini special meeting, you should make your request no later than June 17, 2020.

        You may also obtain any of the documents incorporated by reference into the accompanying joint proxy statement/prospectus without charge through the Securities and Exchange Commission website at www.sec.gov. In addition, you may obtain copies of documents filed by WillScot with the SEC on WillScot's website at http://www.willscot.com under the tab "Investors," then under the heading "Financial Information" or by contacting WillScot's Corporate Secretary at WillScot Corporation, 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231. You may also obtain copies of documents filed by Mobile Mini with the SEC on Mobile Mini's Internet website at http://www.mobilemini.com under the tab "Company—Investor Relations" and then under the heading "Filings & Financials—SEC Filings" or by contacting Mobile Mini's Investor Relations at Mobile Mini, Investor Relations, 4646 E. Van Buren Street, Suite 400, Phoenix, Arizona 85008.

        We are not incorporating the contents of the websites of the SEC, WillScot, Mobile Mini or any other entity or any other website into the accompanying joint proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into the accompanying joint proxy statement/prospectus at these websites only for your convenience.


Table of Contents


ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by WillScot (File No. 333-237746), constitutes a prospectus of WillScot under Section 5 of the Securities Act with respect to the shares of WillScot Class A Common Stock to be issued to Mobile Mini stockholders as Merger Consideration pursuant to the Merger Agreement. This document also constitutes a joint proxy statement of each of WillScot and of Mobile Mini under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the Mobile Mini special meeting, at which Mobile Mini stockholders will be asked to consider and vote upon the Mobile Mini Proposals and certain other related matters, and it constitutes a notice of meeting with respect to the WillScot special meeting, at which WillScot stockholders will be asked to consider and vote upon the WillScot Proposals and certain other related matters.

        WillScot has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating to WillScot and Merger Sub, and Mobile Mini has supplied all such information relating to Mobile Mini.

        You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. WillScot and Mobile Mini have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated as of the date set forth above on the cover page of this joint proxy statement/prospectus, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to WillScot stockholders or Mobile Mini stockholders nor the issuance by WillScot of shares of WillScot Class A Common Stock as Merger Consideration pursuant to the Merger Agreement will create any implication to the contrary.

        This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

        Unless otherwise indicated or as the context otherwise requires, all references in this joint proxy statement/prospectus to:


Table of Contents


Table of Contents


Table of Contents



TABLE OF CONTENTS

 
  Page

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

  iii

SUMMARY

 
1

THE PARTIES

 
1

THE TRANSACTION

  2

MERGER CONSIDERATION

  3

TREATMENT OF MOBILE MINI EQUITY AWARDS

  3

RECOMMENDATION OF THE WILLSCOT BOARD

  3

RECOMMENDATION OF THE MOBILE MINI BOARD

  4

OPINIONS OF WILLSCOT'S FINANCIAL ADVISORS

  4

OPINIONS OF MOBILE MINI'S FINANCIAL ADVISORS

  5

INTERESTS OF CERTAIN OF WILLSCOT'S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

  5

INTERESTS OF MOBILE MINI'S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

  7

INFORMATION ABOUT THE WILLSCOT SPECIAL MEETING

  7

INFORMATION ABOUT THE MOBILE MINI SPECIAL MEETING

  9

VOTING BY WILLSCOT DIRECTORS AND EXECUTIVE OFFICERS

  11

VOTING BY MOBILE MINI DIRECTORS AND EXECUTIVE OFFICERS

  12

GOVERNANCE OF THE COMBINED COMPANY

  12

REGULATORY APPROVALS

  14

LITIGATION RELATING TO THE MERGER

  14

CONDITIONS TO COMPLETION OF THE MERGER

  15

TIMING OF THE TRANSACTION

  16

OWNERSHIP OF THE COMBINED COMPANY AFTER THE MERGER

  16

NO SOLICITATION; CHANGES IN BOARD RECOMMENDATIONS

  16

TERMINATION OF THE MERGER AGREEMENT; TERMINATION FEE

  18

NO APPRAISAL RIGHTS

  18

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

  18

ACCOUNTING TREATMENT

  19

RIGHTS OF MOBILE MINI STOCKHOLDERS AND WILLSCOT STOCKHOLDERS WILL CHANGE AS A RESULT OF THE MERGER

  19

RISK FACTORS

  19

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WILLSCOT

 
20

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MOBILE MINI

 
22

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 
24

COMPARATIVE PER SHARE MARKET PRICE INFORMATION

 
25

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

 
26

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 
27

RISK FACTORS

 
30

THE PARTIES TO THE MERGER

 
43

WILLSCOT CORPORATION

 
43

MOBILE MINI, INC.

  44

PICASSO MERGER SUB, INC.

  45

THE MERGER

 
46

BACKGROUND OF THE MERGER

 
46

i


 
  Page

WILLSCOT BOARD'S RECOMMENDATION AND REASONS FOR THE MERGER

  72

MOBILE MINI BOARD'S RECOMMENDATION AND REASONS FOR THE MERGER

  79

OPINIONS OF WILLSCOT'S FINANCIAL ADVISORS

  87

OPINIONS OF MOBILE MINI'S FINANCIAL ADVISORS

  106

CERTAIN UNAUDITED PROSPECTIVE FINANCIAL INFORMATION

  130

INTERESTS OF CERTAIN OF WILLSCOT'S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

  140

INTERESTS OF MOBILE MINI'S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

  146

GOVERNANCE OF THE COMBINED COMPANY

  153

TREATMENT OF INDEBTEDNESS

  155

REGULATORY APPROVALS

  155

TIMING OF THE TRANSACTION

  155

DIRECTOR AND OFFICER INDEMNIFICATION

  156

NO APPRAISAL RIGHTS IN THE MERGER

  156

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

  156

ACCOUNTING TREATMENT

  159

NASDAQ LISTING; DELISTING AND DEREGISTRATION OF MOBILE MINI COMMON STOCK

  160

LITIGATION RELATING TO THE MERGER

  160

THE MERGER AGREEMENT

 
161

THE 2020 INCENTIVE PLAN PROPOSAL

 
182

THE WILLSCOT SPECIAL MEETING

 
189

THE MOBILE MINI SPECIAL MEETING

 
197

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 
205

WILLSCOT BENEFICIAL OWNERSHIP TABLE

 
222

MOBILE MINI BENEFICIAL OWNERSHIP TABLE

 
224

DESCRIPTION OF MATERIAL INDEBTEDNESS

 
226

DESCRIPTION OF CAPITAL STOCK OF THE COMBINED COMPANY

 
232

COMPARISON OF THE RIGHTS OF STOCKHOLDERS

 
236

VALIDITY OF COMMON STOCK

 
258

EXPERTS

 
259

WILLSCOT STOCKHOLDER PROPOSALS

 
260

MOBILE MINI STOCKHOLDER PROPOSALS

 
261

HOUSEHOLDING OF PROXY MATERIALS

 
262

WHERE YOU CAN FIND MORE INFORMATION

 
263

ANNEXES

Annex A: Merger Agreement

  A-1

Annex B: A&R Charter

  B-1

Annex C: A&R Bylaws

  C-1

Annex D: Shareholders Agreement

  D-1

Annex E: Combined Company 2020 Incentive Plan

  E-1

Annex F: Opinion of Morgan Stanley & Co. LLC

  F-1

Annex G: Opinion of Stifel, Nicolaus & Company, Incorporated

  G-1

Annex H: Opinion of Barclays Capital Inc.

  H-1

Annex I: Opinion of Goldman Sachs & Co. LLC

  I-1

ii


Table of Contents


QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

        The following questions and answers briefly address some commonly asked questions about the Merger, the Merger Agreement, the transactions contemplated by the Merger Agreement, the WillScot special meeting and the Mobile Mini special meeting. They may not include all the information that is important to WillScot stockholders or Mobile Mini stockholders. WillScot stockholders and Mobile Mini stockholders should carefully read this entire joint proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference herein. See the section entitled "Where You Can Find More Information" beginning on page 260 of this joint proxy statement/prospectus.

Q:    What is the Merger?

A:
WillScot, Merger Sub and Mobile Mini have entered into the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. The Merger Agreement contains the terms and conditions of the proposed Merger, whereby WillScot and Mobile Mini will combine in a stock-for-stock merger of equals. Under the Merger Agreement, subject to satisfaction or (to the extent permitted by law) waiver of the conditions set forth in the Merger Agreement and described hereafter, at the Effective Time, Merger Sub will merge with and into Mobile Mini, with Mobile Mini continuing as the surviving corporation and a wholly owned subsidiary of WillScot. As a result of the Merger, Mobile Mini will no longer be a publicly held company. Following the Merger, Mobile Mini Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act. As of the Effective Time, the name of WillScot will be changed. Each of the WillScot Class A Common Stock and the Mobile Mini Common Stock are traded on Nasdaq under the symbols "WSC" and "MINI," respectively. The Combined Company will have a single series of common stock which will be listed for trading on Nasdaq. The Combined Company's name and ticker symbol will be mutually agreed upon between the parties prior to the Effective Time.

Q:    Why am I receiving these materials?

A:
You are receiving this joint proxy statement/prospectus to help you decide how to vote your shares of WillScot Common Stock or Mobile Mini Common Stock with respect to the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal or the Mobile Mini Merger Proposal, as applicable, and any other matters to be considered at the applicable company's special meeting.

iii


Table of Contents

Q:    What will the Combined Company be named?

A:
WillScot's certificate of incorporation will be amended and restated, effective upon the filing of the A&R Charter, to, among other things, change WillScot's name. Following completion of the Merger, the Combined Company Common Stock will be listed for trading on Nasdaq. The Combined Company's name and ticker symbol will be mutually agreed upon between the parties prior to the Effective Time.

Q:    What will Mobile Mini stockholders receive in the Merger?

A:
If the Merger is completed, each outstanding share of Mobile Mini Common Stock (other than Excluded Shares) will be converted into the Merger Consideration, which is the right to receive 2.4050 fully paid and nonassessable shares of WillScot Class A Common Stock per share of Mobile Mini Common Stock, and, if applicable, cash in lieu of fractional shares. Immediately following the Mobile Mini stockholders' receipt of the Merger Consideration, in connection with the filing of the A&R Charter, and as contemplated by the Merger Agreement, all issued and outstanding shares of WillScot's Class A Common Stock will be reclassified as and converted into shares of Combined Company Common Stock pursuant to the A&R Charter. The Merger Consideration is described in more detail in "The Merger Agreement—Merger Consideration."

Q:    What will WillScot stockholders receive in the Merger?

A:
WillScot stockholders will not receive any Merger Consideration, and their shares of WillScot Class A Common Stock will remain outstanding and, immediately following the Merger and in connection with filing of the A&R Charter, such shares will be reclassified as and converted into shares of Combined Company Common Stock. As contemplated by the Merger Agreement and the Voting Agreement, immediately prior to the Effective Time, all issued and outstanding shares of WillScot Class B Common Stock will be canceled in connection with Sapphire Holding's exchange of its shares of WSHC Stock for shares of WillScot Class A Common Stock as required by the Merger Agreement and the Voting Agreement. The Combined Company Common Stock will be listed for trading on Nasdaq. The Combined Company's ticker symbol will be mutually agreed upon between the parties prior to the Effective Time.

Q:
What respective equity stakes will WillScot stockholders and Mobile Mini stockholders hold in the Combined Company immediately following the Merger?

A:
As of the date of this joint proxy statement/prospectus, based on the current number of shares of WillScot Common Stock and Mobile Mini Common Stock outstanding and reserved for issuance, we estimate that, immediately following completion of the Merger, former holders of WillScot Common Stock will own approximately 54% of the outstanding shares of Combined Company Common Stock and former holders of Mobile Mini Common Stock will own approximately 46% of the outstanding shares of Combined Company Common Stock. The exact equity stake of WillScot stockholders and Mobile Mini stockholders in the Combined Company immediately following the Merger will depend on the number of shares of WillScot Common Stock and Mobile Mini Common Stock issued and outstanding immediately prior to the Effective Time.

Q:
Will the market value of the Merger Consideration change between the date of this joint proxy statement/prospectus and the time the Merger is completed?

A:
Yes. Although the number of shares of WillScot Class A Common Stock that holders of Mobile Mini Common Stock will receive as Merger Consideration is fixed, the market value of the Merger Consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the Merger based upon the trading price of shares of WillScot Class A Common Stock. Any fluctuation in the trading price of shares of WillScot Class A Common Stock after the

iv


Table of Contents

Q:
Did any WillScot stockholders enter into any agreements to vote for the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal?

A:
Yes. On March 1, 2020, in connection with WillScot's, Merger Sub's and Mobile Mini's entry into the Merger Agreement, the TDR Parties entered into a Voting Agreement with Mobile Mini pursuant to which, among other things, Sapphire Holding agreed to vote in favor of the WillScot Stock Issuance Proposal, the Combined Company Charter Amendment Proposal and the WillScot Adjournment Proposal. Sapphire Holding owned approximately 48.24% of the issued and outstanding shares of WillScot Common Stock as of the date of the Voting Agreement.

Q:
Will the TDR Parties have any right to nominate members of the Combined Company Board following the closing of the Merger?

A:
Yes. At the Effective Time, the Combined Company and the TDR Parties will enter into the Shareholders Agreement, a form of which is attached to this joint proxy statement/prospectus as Annex D. The Shareholders Agreement provides, among other things, Sapphire Holding the right to nominate: (i) two directors to the Combined Company Board for so long as the TDR Parties beneficially own at least 15% of the issued and outstanding shares of Combined Company Common Stock, and (ii) one director to the Combined Company Board for so long as the TDR Parties beneficially own at least 5%, but less than 15%, of the issued and outstanding shares of Combined Company Common Stock. In connection with such nomination rights, the TDR Parties are subject to certain standstill obligations for so long as Sapphire Holding beneficially owns at least 5% of the issued and outstanding shares of Combined Company Common Stock and certain confidentiality obligations. For more details on the Shareholders Agreement, see the section entitled "The Merger—Voting Agreement and Shareholders Agreement."

Q:
Will the TDR Parties have any limitations on their ability to transfer their shares of Combined Company Common Stock?

A:
Yes. The Shareholders Agreement to be entered into at the Effective Time prohibits Sapphire Holding from transferring its shares of Combined Company Common Stock for six months after the Effective Time. Following such lock-up period, Sapphire Holding will be prohibited from transferring: (i) more than 50% of its shares of Combined Company Common Stock for a period of one year following the end of such lock-up period, (ii) its shares of Combined Company Common Stock to any person or group who beneficially owns more than, or as a result of such transfer, would beneficially own more than, 5% of the then-outstanding shares of Combined Company Common Stock and (iii) until such time that Sapphire Holding beneficially owns less than 5% of the then-outstanding shares of Combined Company Common Stock, more than 2.5% of the then-outstanding shares of Combined Company Common Stock in any 90-day period in an open market sale or block trade, subject to certain exceptions. The Shareholders Agreement will also require Sapphire Holding to transfer its shares of Combined Company Common Stock in accordance with the terms of the Combined Company's securities trading policy.

Q:    Will I still be paid dividends prior to the completion of the Merger?

A:
WillScot has never declared or paid a cash dividend and under the Merger Agreement may not declare or pay any dividends prior to the completion of the Merger. Under the Merger Agreement, Mobile Mini may declare and pay a regular quarterly cash dividend in an amount per share of up to $0.303 per quarter. Mobile Mini is also permitted to declare and pay a special cash dividend prior to the consummation of the Merger in a per share amount equal to the product of (x) $0.303 and (y) a fraction, the numerator of which is the number of days from the first day of

v


Table of Contents

Q:
When do WillScot and Mobile Mini expect to complete the Merger and the related transactions?

A:
WillScot and Mobile Mini are working to complete the Merger and the related transactions as soon as practicable. WillScot and Mobile Mini currently expect that the Merger and the related transactions will be completed in the third quarter of 2020. Neither WillScot nor Mobile Mini can predict, however, the actual date on which the Merger and the related transactions will be completed because they are subject to conditions beyond each company's control, including obtaining the necessary stockholder and regulatory approvals.

        See the section entitled "The Merger Agreement—Conditions to Completion of the Merger."

Q:    What matters will be considered at each of the special meetings?

A:
WillScot stockholders are being asked to vote on the WillScot Stock Issuance Proposal, the Combined Company Charter Amendment Proposal, the 2020 Incentive Plan Proposal and the WillScot Adjournment Proposal. The approval of the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal are conditions to the obligations of the parties to complete the Merger. The approval of the 2020 Incentive Plan Proposal is not a condition to the obligations of the parties to complete the Merger. See the sections entitled "Questions and Answers About the Merger and the Special Meetings—What vote is required to approve each proposal at the WillScot special meeting?" and "—What happens if the 2020 Incentive Plan Proposal is not approved?"

Q:    What vote is required to approve each proposal at the WillScot special meeting?

A:
Approval of the WillScot Stock Issuance Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of WillScot Class A Common Stock and WillScot Class B Common Stock entitled to vote on the matter at a duly called and held meeting of WillScot stockholders at which a quorum is present (in person or by proxy), voting together as a single class.

vi


Table of Contents

Q:    What happens if the 2020 Incentive Plan Proposal is not approved?

A:
Approval of the 2020 Incentive Plan Proposal is not a condition to completion of the Merger. Accordingly, if the Merger is approved and the other conditions to closing are satisfied or waived, the Merger will be completed even if the 2020 Incentive Plan Proposal is not approved. If the 2020 Incentive Plan Proposal is not approved, the Combined Company may be required to seek the approval of the stockholders of the Combined Company, prior to the 2021 annual meeting of Combined Company stockholders, to, among other things, increase the number of shares of Combined Company Common Stock authorized for issuance under the WillScot 2017 Incentive Plan and/or to comply with certain post-closing obligations to the management team and certain other employees of the Combined Company as contemplated by the Merger Agreement.

Q:    What vote is required to approve each proposal at the Mobile Mini special meeting?

A:
Approval of the Mobile Mini Merger Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Mobile Mini Common Stock entitled to vote (in person or by proxy) at the Mobile Mini special meeting.
Q:
Why are Mobile Mini stockholders being asked to consider and vote on a proposal to approve, by advisory (non-binding) vote, the Mobile Mini Merger-Related Compensation?

A:
Under SEC rules, Mobile Mini is required to seek an advisory (non-binding) vote with respect to the compensation that may be paid or become payable to its named executive officers that is based on, or otherwise relates to, the Merger.

Q:    What happens if the Mobile Mini Merger-Related Compensation Proposal is not approved?

A:
Approval of the Mobile Mini Merger-Related Compensation Proposal is not a condition to completion of the Merger, and because the vote on the Mobile Mini Merger-Related Compensation Proposal is advisory only, it will not be binding on Mobile Mini. Accordingly, if the Merger is approved and the other conditions to closing are satisfied or waived, the Merger will be completed even if the Mobile Mini Merger-Related Compensation Proposal is not approved. If the Mobile Mini Merger Proposal is approved by the Mobile Mini stockholders, the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal are approved by the WillScot stockholders and the Merger is completed, the Mobile Mini Merger-Related Compensation will be payable to Mobile Mini's named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the Mobile Mini Merger-Related Compensation Proposal.

vii


Table of Contents

Q:
Do any of WillScot's or Mobile Mini's directors or executive officers have interests in the Merger that may differ from those of WillScot stockholders or Mobile Mini stockholders?

A:
WillScot's non-employee directors and executive officers and one of Mobile Mini's non-employee directors (who is Mr. Olsson, who has unvested legacy awards from his tenure as CEO of Mobile Mini; no other non-employee director has equity awards which would vest in connection with the Merger) and executive officers have certain interests in the Merger that may be different from, or in addition to, the interests of WillScot stockholders and Mobile Mini stockholders generally. The WillScot Board was aware of the interests of WillScot's directors and executive officers, the Mobile Mini Board was aware of the interests of Mobile Mini's directors and executive officers, and each board considered such interests, among other matters, when it approved the Merger Agreement and in making its recommendations to its respective stockholders. For more information regarding these interests, see the sections entitled "The Merger—Interests of Certain of WillScot's Directors and Executive Officers in the Merger" and "The Merger—Interests of Mobile Mini's Directors and Executive Officers in the Merger."

Q:    How many votes do I have?

A:
Each WillScot stockholder is entitled to one vote for each share of WillScot Common Stock held of record as of the WillScot Record Date and each Mobile Mini stockholder is entitled to one vote for each share of Mobile Mini Common Stock held of record as of the Mobile Mini Record Date.

Q:    What constitutes a quorum for the WillScot special meeting?

Q:    What constitutes a quorum for the Mobile Mini special meeting?

Q:    How does the WillScot Board recommend that WillScot stockholders vote?

A:
The WillScot Board unanimously recommends that WillScot stockholders vote: "FOR" the WillScot Stock Issuance Proposal, "FOR" the Combined Company Charter Amendment Proposal, "FOR" the 2020 Incentive Plan Proposal and "FOR" the WillScot Adjournment Proposal.

viii


Table of Contents

Q:    How does the Mobile Mini Board recommend that Mobile Mini stockholders vote?

A:
The Mobile Mini Board recommends that Mobile Mini stockholders vote: "FOR" the Mobile Mini Merger Proposal, "FOR" the Mobile Mini Merger-Related Compensation Proposal and "FOR" the Mobile Mini Adjournment Proposal.

Q:
Why did the WillScot Board approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger?

A:
For information regarding the WillScot Board's reasons for approving the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and recommending that WillScot stockholders approve the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal, see the section entitled "The Merger—WillScot Board's Recommendation and Reasons for the Merger."

Q:
Why did the Mobile Mini Board approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger?

A:
For information regarding the Mobile Mini Board's reasons for approving and recommending adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, see the section entitled "The Merger—Mobile Mini Board's Recommendation and Reasons for the Merger."

Q:
What if I hold shares in both WillScot and Mobile Mini?

A:
If you hold shares of both WillScot Common Stock and Mobile Mini Common Stock, you will receive two separate packages of proxy materials. A vote cast as a holder of WillScot Common Stock will not count as a vote cast as a holder of Mobile Mini Common Stock, and a vote cast as a holder of Mobile Mini Common stock will not count as a vote cast as a holder of WillScot Common Stock. Therefore, please submit separate proxies for your shares of WillScot Common Stock and your shares of Mobile Mini Common Stock.

Q:
What do I need to do now?

A:
After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the WillScot special meeting or Mobile Mini special meeting, as applicable. Please follow the instructions set forth on the WillScot proxy card or the Mobile Mini proxy card, as applicable, or on the voting instruction form provided by the record holder if your shares are held in the name of your bank, broker or other nominee.

Q:    Does my vote matter?

A:
Yes. The Merger cannot be completed without approval of the WillScot Stock Issuance Proposal, the Combined Company Charter Amendment Proposal and the Mobile Mini Merger Proposal. WillScot stockholders will need to approve:

    the WillScot Stock Issuance Proposal by the affirmative vote of the holders of a majority of the issued and outstanding shares of WillScot Common Stock entitled to vote on the matter at a duly called and held meeting of WillScot stockholders at which a quorum is present (in person or by proxy) at the WillScot special meeting;

ix


Table of Contents

Q:    How do I vote?

A:
If you are a stockholder of record of WillScot as of the WillScot Record Date, you are entitled to receive notice of, and cast a vote at, the WillScot special meeting. If you are a stockholder of record of Mobile Mini as of the Mobile Mini Record Date, you are entitled to receive notice of, and cast a vote at, the Mobile Mini special meeting. Each holder of WillScot Common Stock is entitled to cast one vote on each matter properly brought before the WillScot special meeting for each share of WillScot Common Stock that such holder owned of record as of the WillScot Record Date. Each holder of Mobile Mini common stock is entitled to cast one vote on each matter properly brought before the Mobile Mini special meeting for each share of Mobile Mini Common Stock that such holder owned of record as of the Mobile Mini Record Date. You may submit your proxy before the WillScot special meeting or the Mobile Mini special meeting, as applicable, in one of the following ways:

Telephone voting-use the toll-free number shown on your proxy card;

Via the Internet-visit the website shown on your proxy card to vote via the Internet; or

Mail-complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
You are a "stockholder of record" if your shares are registered directly in your name with WillScot's transfer agent, Continental Stock Transfer & Trust Company ("Continental"), or Mobile Mini's transfer agent Broadridge Corporate Issuer Solutions, Inc. ("Broadridge Corporate Issuer Solutions"), as applicable. As the stockholder of record, you have the right to vote in person via live webcast at the WillScot special meeting or the Mobile Mini special meeting, as applicable. You may also vote by Internet, telephone or mail, as described in the notice and above under the

x


Table of Contents

Q:
If my shares are held in "street name" by a bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?

A:
If your shares are held in "street name" by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to WillScot or Mobile Mini, as applicable, or by voting in person via live webcast at the WillScot special meeting or Mobile Mini special meeting, as applicable, unless you provide a "legal proxy," which you must obtain from your bank, broker or other nominee. Your bank, broker or other nominee is obligated to provide you with a voting instruction card for you to use.

xi


Table of Contents

Q:    May I attend the WillScot special meeting or the Mobile Mini special meeting in person?

Q:
When and where will each of the WillScot special meeting and Mobile Mini special meeting take place?

xii


Table of Contents

Q:    What if I fail to vote or abstain?

A:
For purposes of the WillScot special meeting, an abstention occurs when a WillScot stockholder attends the WillScot special meeting in person via live webcast and abstains from voting or returns a proxy with an "abstain" instruction.
Q:
What will happen if I return my proxy or voting instruction card without indicating how to vote?

xiii


Table of Contents

A:
If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted as recommended by the WillScot Board or the Mobile Mini Board, as applicable, with respect to that proposal.

Q:    May I change or revoke my vote after I have delivered my proxy or voting instruction card?

A:
Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the WillScot special meeting or the Mobile Mini special meeting, as applicable, as described herein. You may do this in one of the following four ways:

by logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case, if you are eligible to do so;

by sending a notice of revocation to the Corporate Secretary of WillScot or Mobile Mini, as applicable;

by sending a completed proxy card bearing a later date than your original proxy card; or

by attending the WillScot special meeting or the Mobile Mini special meeting, as applicable, and voting in person via live webcast.

Q:    What are the material U.S. federal income tax consequences of the Merger?

A:
It is a condition to each party's obligation to complete the Merger that each of WillScot and Mobile Mini receive an opinion of its respective outside counsel to the effect that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Accordingly, it is expected that U.S. holders of shares of Mobile Mini Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of WillScot Class A Common Stock in exchange for Mobile Mini Common Stock in the Merger (other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of WillScot Class A Common Stock). Neither Mobile Mini nor WillScot will recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger.
Q:
Where can I find the voting results of the WillScot special meeting and the Mobile Mini special meeting?

A:
The preliminary voting results will be announced at each of the WillScot special meeting and the Mobile Mini special meeting. In addition, within four business days following certification of the final voting results, each of WillScot and Mobile Mini intends to file the final voting results with the SEC on a Current Report on Form 8-K.

xiv


Table of Contents

Q:    Are holders of WillScot Common Stock entitled to appraisal rights?

A:
No. Holders of WillScot Common Stock are not entitled to appraisal rights under the DGCL. For more information, see the section entitled "The Merger—No Appraisal Rights in the Merger."

Q:    Are holders of Mobile Mini Common Stock entitled to appraisal rights?

A:
No. Holders of Mobile Mini Common Stock are not entitled to appraisal rights under the DGCL. For more information, see the section entitled "The Merger—No Appraisal Rights in the Merger."

Q:
What happens if I sell my shares of WillScot Common Stock after the WillScot record date but before the WillScot special meeting?

A:
The WillScot Record Date for the WillScot special meeting (the close of business on May 1, 2020) is earlier than the date of the WillScot special meeting and earlier than the date that the Merger is expected to be completed. If you sell or otherwise transfer your shares of WillScot Common Stock after the WillScot Record Date but before the date of the WillScot special meeting, you will retain your right to vote at the WillScot special meeting.

Q:
What happens if I sell my shares of Mobile Mini Common Stock after the Mobile Mini record date but before the Mobile Mini special meeting?

A:
The Mobile Mini Record Date for the Mobile Mini special meeting (the close of business on May 1, 2020) is earlier than the date of the Mobile Mini special meeting and earlier than the date that the Merger is expected to be completed. If you sell or otherwise transfer your shares of Mobile Mini Common Stock after the Mobile Mini Record Date but before the date of the Mobile Mini special meeting, you will retain your right to vote at the Mobile Mini special meeting. However, you will not have the right to receive the Merger Consideration to be received by Mobile Mini stockholders in the Merger. In order to receive the Merger Consideration, you must hold your shares through completion of the Merger.

Q:
Are there any risks that I should consider in deciding whether to vote in favor of the WillScot Proposals or the Mobile Mini Proposals to be considered at the WillScot special meeting or the Mobile Mini special meeting, as applicable?

A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page 30. You also should read and carefully consider the risk factors of WillScot and Mobile Mini contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.

Q:    What are the conditions to completion of the Merger?

A:
In addition to the approval of the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal by WillScot stockholders and of the Mobile Mini Merger Proposal by Mobile Mini stockholders as described above, completion of the Merger is subject to the satisfaction or (to the extent permitted by law) waiver of a number of other conditions, including:

the expiration or termination of the applicable waiting period under the HSR Act without the imposition of a regulatory adverse effect;

the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part;

approval of the listing on Nasdaq of the shares of WillScot Class A Common Stock forming the Merger Consideration, which will be reclassified as and converted into shares of Combined Company Common Stock at the Effective Time;

xv


Table of Contents

Q:    Whom should I contact if I have any questions about the proxy materials or voting?

A:
If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed WillScot proxy card or Mobile Mini proxy card, as applicable, you should contact Georgeson LLC, the proxy solicitation agent for WillScot, at 866-785-7395 (toll-free) or 781-575-2137 (for all those outside of the U.S.) or Innisfree M&A Incorporated, the proxy solicitation agent for Mobile Mini, at (877) 800-5195 (toll-free) or (212) 750-5833 (collect), as applicable.

xvi


Table of Contents

 


SUMMARY

        This summary highlights selected information contained in this joint proxy statement/prospectus and does not contain all the information that may be important to you. WillScot and Mobile Mini urge you to read carefully this joint proxy statement/prospectus in its entirety, including the annexes. Additional, important information, which WillScot and Mobile Mini also urge you to read, is contained in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information."

The Parties (page 43)

WillScot Corporation

        Headquartered in Baltimore, Maryland, WillScot is a market leader in the North America specialty rental services industry. WillScot provides innovative modular space and portable storage solutions to diverse end markets utilizing a branch network of approximately 120 locations throughout the United States, Canada and Mexico.

        With roots dating back more than 60 years, WillScot leases modular space and portable storage units to customers in the commercial and industrial, construction, education, energy and natural resources, government and other end markets. WillScot delivers "Ready to Work" solutions through its growing offering of value-added products and services ("VAPS"), such as the rental of steps, ramps, and furniture packages, damage waivers and other amenities. These turnkey solutions offer customers flexible, low-cost and timely solutions to meet their space needs on an outsourced basis. WillScot complements its core leasing business by selling both new and used units, allowing it to leverage its scale, achieve purchasing benefits and redeploy capital employed in its lease fleet.

        WillScot's modular space and portable storage units are used to meet a broad range of customer needs. WillScot's units are made of wood, steel, or aluminum frames mounted on a steel chassis, and typically range in size from 8 to 14 feet in width and 16 to 70 feet in length. Most units are equipped with air conditioning and heating, electrical and Ethernet cable outlets and, if necessary, plumbing facilities. WillScot's units are transported by truck, either towed (if fitted with axles and hitches) or mounted on flat-bed trailers. Additionally, WillScot offers VAPS along with its lease fleet in order to deliver "Ready to Work" solutions to its customers.

        WillScot is the holding company for the Williams Scotsman family of companies. All of WillScot's assets and operations are owned through WSHC. WillScot currently owns 91.0% of WS Holdings, and Sapphire Holding, an affiliate of TDR Capital, currently owns the remaining 9.0%. As of December 31, 2019, WillScot had over 125,000 modular space units, of which 88,495, or 69%, were on rent, as well as over 25,000 portable storage units, of which 16,892, or 66%, were on rent.

Mobile Mini, Inc.

        Mobile Mini is the world's leading provider of portable storage solutions, and is committed to providing its customers with superior service and access to a high-quality and diverse fleet. It is also a leading provider of specialty containment solutions in the United States. Its mission is to uphold its leadership positions in portable storage solutions to customers throughout North America and the United Kingdom and become the provider of choice for specialty containment products in the U.S.

        Mobile Mini, founded in 1983, focuses on renting rather than selling its units, with rental revenues representing approximately 95% of its total revenues for the year ended December 31, 2019. Mobile Mini believes this strategy provides it with predictable, recurring revenue. Additionally, its assets have long useful lives, low maintenance and generally maintain their value throughout their useful lives. Mobile Mini also sells new and used units and provide delivery, installation and other ancillary products and value-added services.

1


Table of Contents

        Mobile Mini's business is comprised primarily of two product categories:

    Storage Solutions.    This category consists of Mobile Mini's container and ground level office product offerings. Mobile Mini offers a wide range of Storage Solutions products in varying lengths and widths with an assortment of differentiated features such as patented locking systems, premium doors, electrical wiring and shelving. Mobile Mini's Storage Solutions products provide secure, accessible storage for a diversified client base of approximately 74,000 customers across various industries, including construction, retail and consumer services, industrial, commercial and governmental. Mobile Mini's customers use these products for a wide variety of storage applications, including construction materials and equipment, retail and manufacturing inventory, maintenance supplies, documents and records, household goods, and as portable offices.

    Tank & Pump Solutions.    Mobile Mini's Tank & Pump Solutions products consist primarily of liquid and solid containment units, pumps and filtration equipment. Additionally, Mobile Mini provides an offering to its customers of value-added services designed to enhance the efficiency of managing liquid and solid waste. The client base for Mobile Mini's Tank & Pump Solutions products includes customers in specialty industries, such as chemical, refinery, oil and natural gas drilling, mining and environmental.

        As of December 31, 2019, Mobile Mini's network includes 120 Storage Solutions locations, 20 Tank & Pump Solutions locations and 16 combined locations. Included in Mobile Mini's Storage Solutions network are 15 locations in the United Kingdom, where Mobile Mini is a leading provider, and two in Canada. Mobile Mini's Storage Solutions fleet consists of approximately 200,200 units, and Mobile Mini's Tank & Pump Solutions business has a fleet of approximately 12,700 units.

Picasso Merger Sub, Inc.

        Picasso Merger Sub, Inc., a wholly owned subsidiary of WillScot, is a Delaware corporation incorporated on February 27, 2020 for the purpose of effecting the Merger. Picasso Merger Sub, Inc. has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement. The principal executive offices of Picasso Merger Sub, Inc. are located at 901 S. Bond St., Suite 600, Baltimore, Maryland, 21231, and its telephone number is (410) 931-6000.

The Transaction (page 46)

        On March 1, 2020, WillScot, Merger Sub and Mobile Mini entered into the Merger Agreement, pursuant to which, subject to the approval of WillScot stockholders and Mobile Mini stockholders and the satisfaction or (to the extent permitted by law) waiver of other specified closing conditions, WillScot and Mobile Mini will combine in a stock-for-stock merger of equals. At the Effective Time, Merger Sub will merge with and into Mobile Mini, with Mobile Mini surviving the Merger and becoming a wholly owned subsidiary of WillScot. As of the Effective Time, the name of WillScot will be changed. The Combined Company will have a single series of Combined Company Common Stock, which will be listed for trading on Nasdaq. The Combined Company's name and ticker symbol will be mutually agreed upon between the parties prior to the Effective Time.

        The terms and conditions of the Merger and the transactions related thereto are contained in the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. We encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Merger.

2


Table of Contents

Merger Consideration (page 161)

        Pursuant to the Merger Agreement, each issued and outstanding share of Mobile Mini Common Stock will be converted into the right to receive 2.4050 shares of WillScot Class A Common Stock, less any applicable withholding taxes, and, if applicable, cash in lieu of fractional shares. Immediately following Mobile Mini stockholders' receipt of the Merger Consideration and upon the filing of the A&R Charter, all issued and outstanding shares of WillScot Class A Common Stock will be reclassified as and converted into shares of Combined Company Common Stock.

        For more details on the Merger Consideration, see the section entitled "The Merger Agreement—Merger Consideration."

Treatment of Mobile Mini Equity Awards (page 146)

Mobile Mini Option Awards

        At the Effective Time, each outstanding and unexercised option to purchase shares of Mobile Mini Common Stock will be assumed by WillScot and become an option to purchase shares of Combined Company Common Stock, on the same terms and conditions as applied to each such option immediately prior to the Effective Time, except that (A) the number of shares of Combined Company Common Stock subject to such option will equal the product of (i) the number of shares of Mobile Mini Common Stock that were subject to such option immediately prior to the Effective Time multiplied by (ii) 2.4050, rounded down to the nearest whole share, and (B) the per-share exercise price will equal the quotient of (i) the exercise price per share of Mobile Mini Common Stock at which such option was exercisable immediately prior to the Effective Time, divided by (ii) 2.4050, rounded up to the nearest whole cent.

Mobile Mini Restricted Stock Awards

        At the Effective Time, each unvested outstanding restricted stock award with respect to shares of Mobile Mini Common Stock shall become vested as of immediately prior to the Effective Time, by virtue of the Merger, and in accordance with its terms will be converted into the right to receive the Merger Consideration in respect of each underlying share of Mobile Mini Common Stock.

        For additional information with respect to treatment of Mobile Mini equity awards, please see the section entitled "The Merger Agreement—Treatment of Mobile Mini Equity Awards."

Recommendation of the WillScot Board (page 70)

        After careful consideration of various factors described in the section entitled "The Merger—WillScot Board's Recommendation and Reasons for the Merger," the WillScot Board unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Merger, certain governance arrangements, the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal) are advisable and fair to and in the best interests of WillScot and its stockholders, and the WillScot Board unanimously recommends that holders of WillScot Common Stock vote:

    "FOR" the WillScot Stock Issuance Proposal;

    "FOR" the Combined Company Charter Amendment Proposal;

    "FOR" the 2020 Incentive Plan Proposal; and

    "FOR" the WillScot Adjournment Proposal.

3


Table of Contents

Recommendation of the Mobile Mini Board (page 77)

        After careful consideration of various factors described in the section entitled "The Merger—Mobile Mini Board's Recommendation and Reasons for the Merger" the Mobile Mini Board determined that the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Merger) are fair to and in the best interests of Mobile Mini's stockholders, and the Mobile Mini Board recommends that holders of Mobile Mini Common Stock vote:

    "FOR" the Mobile Mini Merger Proposal;

    "FOR" the Mobile Mini Merger-Related Compensation Proposal; and

    "FOR" the Mobile Mini Adjournment Proposal.

Opinions of WillScot's Financial Advisors (page 85)

Opinion of Morgan Stanley & Co. LLC

        On March 1, 2020, at a meeting of the WillScot Board, Morgan Stanley, WillScot's financial advisor in connection with the Merger, rendered its oral opinion to the WillScot Board, subsequently confirmed by delivery of a written opinion, dated March 1, 2020, that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the Exchange Ratio pursuant to the Merger Agreement was fair, from a financial point of view to WillScot.

        The full text of Morgan Stanley's written opinion, dated March 1, 2020, which describes the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Morgan Stanley, is attached to this joint proxy statement/prospectus as Annex F and is incorporated into this joint proxy statement/prospectus by reference. The summary of the opinion of Morgan Stanley in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion and WillScot stockholders should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. Morgan Stanley's opinion was directed to, and for the information of, the WillScot Board, in its capacity as such, and addressed only the fairness from a financial point of view to WillScot of the Exchange Ratio pursuant to the Merger Agreement as of the date of such opinion and did not address any other aspects or implications of the Merger or other transactions contemplated by the Merger Agreement. The opinion did not in any manner address the prices at which the Combined Company Common Stock would trade following completion of the Merger or at any time. Morgan Stanley's opinion was not intended to be, and does not, constitute advice or a recommendation as to how any holder of WillScot Common Stock or Mobile Mini Common Stock should vote at the WillScot special meeting or Mobile Mini special meeting, or as to any other action that a WillScot stockholder or a Mobile Mini stockholder should take relating the Merger or any other matter.

        For additional information, see Annex F and the section entitled "The Merger—Opinions of WillScot's Financial Advisors—Opinion of Morgan Stanley & Co. LLC."

Opinion of Stifel, Nicolaus & Company, Incorporated

        In connection with the Merger, the financial advisor to the WillScot Special Committee, Stifel, delivered its written opinion, dated March 1, 2020, to the WillScot Special Committee of the WillScot Board as to the fairness, from a financial point of view and as of the date of the opinion, to WillScot of the Exchange Ratio in the Merger pursuant to the Merger Agreement. The full text of Stifel's opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and

4


Table of Contents

limitations on the review undertaken by Stifel in preparing the opinion, is attached as Annex G to this joint proxy statement/prospectus. The opinion was for the information of, and was directed to, the WillScot Special Committee (in its capacity as such) in connection with its consideration of the Exchange Ratio. The opinion did not address the underlying business decision of WillScot to engage in the Merger or enter into the Merger Agreement, nor does it constitute a recommendation to the WillScot Special Committee in connection with the Merger, and it does not constitute a recommendation to any holder of WillScot Common Stock or any stockholder of any other entity as to how to vote in connection with the Merger or any other matter. For more information, see the section entitled "The Merger—Opinions of WillScot's Financial Advisors—Opinion of Stifel, Nicolaus & Company, Incorporated" and the copy of the Stifel opinion included in this joint proxy statement/prospectus as Annex G.

Opinions of Mobile Mini's Financial Advisors (page 104)

Opinion of Barclays Capital Inc.

        On March 1, 2020, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the Mobile Mini Board that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, from a financial point of view, the Exchange Ratio offered to the Mobile Mini stockholders (other than WillScot and its affiliates and the holders of any Excluded Shares) in the Merger is fair to such stockholders.

        The full text of Barclays' written opinion, dated as of March 1, 2020, is attached as Annex H to this joint proxy statement/prospectus. Barclays' written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety.

        For a further discussion of Barclays' opinion, see the section entitled "The Merger—Opinions of Mobile Mini's Financial Advisors—Opinion of Barclays Capital Inc." beginning on page 104 of this joint proxy statement/prospectus.

Opinion of Goldman Sachs & Co. LLC

        Goldman Sachs delivered its opinion to the Mobile Mini Board that, as of March 1, 2020 and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio pursuant to the Merger Agreement was fair from a financial point of view to the Mobile Mini stockholders (other than WillScot and its affiliates).

        The full text of the written opinion of Goldman Sachs, dated March 1, 2020, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex I to this joint proxy statement/prospectus. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Mobile Mini Board in connection with its consideration of the Merger. The Goldman Sachs opinion is not a recommendation as to how any Mobile Mini stockholder should vote with respect to the Merger or any other matter.

        For a further discussion of Goldman Sachs' opinion, see the section entitled "The Merger—Opinions of Mobile Mini's Financial Advisors—Opinion of Goldman Sachs & Co. LLC" beginning on page 118 of this joint proxy statement/prospectus.

Interests of Certain of WillScot's Directors and Executive Officers in the Merger (page 139)

        Certain of WillScot's directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of stockholders of WillScot generally. The members of the WillScot Board were aware of, and considered, these interests, among other matters, in evaluating

5


Table of Contents

and negotiating the Merger Agreement and the Merger, and in recommending that the stockholders of WillScot approve the WillScot Proposals. Additional interests of the directors and executive officers of WillScot in the Merger include the designation of (i) Bradley Soultz, Chief Executive Officer of WillScot, as the Chief Executive Officer of the Combined Company, (ii) Timothy Boswell, Chief Financial Officer of WillScot, as the Chief Financial Officer of the Combined Company, and (iii) Hezron T. Lopez, General Counsel of WillScot, as the Chief Human Resources Officer of the Combined Company, each pursuant to the terms of their employment agreements with WillScot entered into in connection with the signing of the Merger Agreement and that, at the completion of the Merger, the Combined Company Board will consist of 11 directors, including six WillScot Continuing Directors (as defined below). WillScot's stockholders should take these interests into account in deciding whether to vote "FOR" the WillScot Proposals.

        See the section entitled "The Merger—Interests of Certain of WillScot's Directors and Executive Officers in the Merger" for a more detailed description of these interests.

Voting Agreement and Shareholders Agreement

        Concurrent with the execution and delivery of the Merger Agreement, Mobile Mini entered into the Voting Agreement with the TDR Parties. The Voting Agreement requires (i) Sapphire Holding to vote all of its shares of WillScot Class A Common Stock and WillScot Class B Common Stock (which collectively represented approximately 48.2% of the issued and outstanding shares of WillScot Common Stock as of March 1, 2020) (A) in favor of the WillScot Stock Issuance Proposal, the Combined Company Charter Amendment Proposal and the WillScot Adjournment Proposal, (B) against any competing transaction and, in the event of any adverse recommendation by the WillScot Board to its stockholders 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 WillScot stockholders, and (C) against any corporate action which would prevent or materially delay the transactions contemplated by the Merger Agreement or otherwise result in a material breach of any of WillScot's or Sapphire Holding's obligations under the Merger Agreement and Voting Agreement, as applicable, (ii) that Sapphire Holding not transfer its shares of WillScot Class A Common Stock, WillScot Class B Common Stock or WSHC Stock, without the prior written consent of Mobile Mini, with certain limited exceptions, and (iii) that each of the TDR Parties not solicit an alternative acquisition transaction or participate in discussions or negotiations regarding an alternative acquisition transaction, except as authorized by the WillScot Board in certain circumstances. The Voting Agreement will terminate upon the earlier of the Effective Time and termination of the Merger Agreement in accordance with its terms. In addition, Sapphire Holding may terminate its voting obligations following an adverse recommendation of the WillScot Board involving or relating to a "Parent Superior Proposal" (as defined in the Merger Agreement), 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 further provides that, at the closing of the Merger, each of the TDR Parties will enter into the Shareholders Agreement with the Combined Company. The Shareholders Agreement will provide for: (a) Sapphire Holding's right to nominate (i) two directors to the Combined Company Board for so long as the TDR Parties beneficially own at least 15% of the issued and outstanding shares of Combined Company Common Stock and (ii) one director to the Combined Company Board for so long as the TDR Parties beneficially own at least 5%, but less than 15%, of the issued and outstanding shares of Combined Company Common Stock, (b) certain standstill obligations of Sapphire Holding and its affiliates for so long as Sapphire Holding beneficially owns at least 5% of the issued and outstanding shares of Combined Company 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 six-month lock-up

6


Table of Contents

period expires, as further described below and (d) certain confidentiality obligations of the TDR Parties.

        Following the six-month lock-up period, Sapphire Holding will be (i) prohibited from transferring (x) more than 50% of its shares of Combined Company Common Stock for a period of one year following the lock-up period, (y) its shares of Combined Company Common Stock to any person or group who beneficially owns more than, or as a result of such transfer, would beneficially own more than, 5% of the then-outstanding shares of Combined Company Common Stock, (z) until such time that Sapphire Holding beneficially owns less than 5% of the then-outstanding shares of Combined Company Common Stock, more than 2.5% of the then-outstanding shares of Combined Company Common Stock in any 90-day period in an open market sale or block trade, subject to certain exceptions, and (ii) required to transfer its shares of Combined Company Common Stock in accordance with the terms of the Combined Company's securities trading policy, as may be in effect.

Interests of Mobile Mini's Directors and Executive Officers in the Merger (page 145)

        The directors and executive officers of Mobile Mini have interests in the Merger that may be different from, or in addition to, the interests of stockholders of Mobile Mini generally. The members of the Mobile Mini Board were aware of, and considered, these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the stockholders of Mobile Mini adopt the Merger Agreement. Additional interests of the directors and executive officers of Mobile Mini in the Merger include the treatment of Mobile Mini restricted stock awards held by one non-employee director and/or executive officers, as applicable, in accordance with the Merger Agreement, the payment of certain severance and other benefits to the executive officers of Mobile Mini upon a qualifying termination of employment following the completion of the Merger, the designation of (i) Kelly Williams, President and Chief Executive Officer of Mobile Mini, as President and Chief Operating Officer of the Combined Company and (ii) Christopher Miner, General Counsel of Mobile Mini, as the Vice President, General Counsel and Secretary of the Combined Company, in each case pursuant to the terms of an employment agreement with WillScot that will become effective upon completion of the Merger and that, upon the completion of the Merger, the Combined Company Board will consist of 11 directors, including five Mobile Mini Continuing Directors (as defined below), and the continued provision of indemnification and directors' and officers' liability insurance for current and former directors and executive officers of Mobile Mini in accordance with the Merger Agreement. Mobile Mini's stockholders should take these interests into account in deciding whether to vote "FOR" the Mobile Mini Merger Proposal and Mobile Mini Merger-Related Compensation Proposal.

        See the sections entitled "The Merger—Interests of Mobile Mini's Directors and Executive Officers in the Merger" and "The Merger Agreement—Covenants and Agreements—Indemnification, Exculpation and Insurance" for a more detailed description of these interests.

Information about the WillScot Special Meeting (page 188)

Time, Place and Purpose of the WillScot Special Meeting

        The WillScot special meeting to consider and vote upon the WillScot Proposals and related matters, will be held exclusively via live webcast through the link www.virtualshareholdermeeting.com/WSC2020SM on Wednesday, June 24, 2020 at 12:00 p.m. Eastern Time.

        At the WillScot special meeting, the WillScot stockholders will be asked to consider and vote upon (1) the WillScot Stock Issuance Proposal, (2) the Combined Company Charter Amendment Proposal, (3) the 2020 Incentive Plan Proposal and (4) the WillScot Adjournment Proposal.

7


Table of Contents

WillScot Record Date and Quorum

        You are entitled to receive notice of, and to vote at, the WillScot special meeting if you are an owner of record of shares of WillScot Common Stock as of the close of business on May 1, 2020, the WillScot Record Date. On May 1, 2020, there were 110,555,295 shares of WillScot Class A Common Stock and 8,024,419 shares of WillScot Class B Common Stock outstanding and entitled to vote. WillScot stockholders will have one vote on all matters properly coming before the WillScot special meeting for each share of WillScot Common Stock owned by such WillScot stockholders on the WillScot Record Date.

        The presence at the WillScot special meeting, in person via live webcast or by proxy, of the holders of a majority of the shares of WillScot Common Stock issued and outstanding on the WillScot Record Date entitled to vote at the WillScot special meeting will constitute a quorum for the transaction of business at the WillScot special meeting.

Vote Required

        Approval of the WillScot Stock Issuance Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of WillScot Class A Common Stock and WillScot Class B Common Stock entitled to vote on the matter at a duly called and held meeting of WillScot stockholders at which a quorum is present (in person or by proxy), voting together as a single class. An abstention on the WillScot Stock Issuance Proposal will have the same effect as a vote cast "AGAINST" the WillScot Stock Issuance Proposal. If a WillScot stockholder is not present in person via live webcast at the WillScot special meeting and does not respond by proxy, it will have the same effect as a vote cast "AGAINST" such proposal.

        Approval of the Combined Company Charter Amendment Proposal requires the affirmative vote of the holders of each of (a) a majority of the issued and outstanding shares of WillScot Class A Common Stock and WillScot Class B Common Stock that are entitled to vote, voting together as a single class, (b) a majority of the issued and outstanding shares of WillScot Class A Common Stock, voting as a separate class, and (c) a majority of the issued and outstanding shares of WillScot Class B Common Stock, voting as a separate class. An abstention on the Combined Company Charter Amendment Proposal will have the same effect as a vote cast "AGAINST" the Combined Company Charter Amendment Proposal. If a WillScot stockholder is not present in person via live webcast at the WillScot special meeting and does not respond by proxy, it will have the same effect as a vote cast "AGAINST" such proposal.

        Approval of the 2020 Incentive Plan Proposal requires the affirmative vote of the majority of shares present in person or by proxy at the meeting and entitled to vote on the matter, voting together as a single class. An abstention on the 2020 Incentive Plan Proposal will have the same effect as a vote cast "AGAINST" the 2020 Incentive Plan Proposal. If a WillScot stockholder is not present in person via live webcast at the WillScot special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal.

        Approval of the WillScot Adjournment Proposal requires that the votes cast in favor of such proposal by holders of shares of WillScot Common Stock exceed the votes cast against such proposal by the holders of shares of WillScot Common Stock. An abstention on the WillScot Adjournment Proposal will have no effect on the WillScot Adjournment Proposal. If a WillScot stockholder is not present in person via live webcast at the WillScot special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal.

8


Table of Contents

Proxies and Revocations

        Any WillScot stockholder of record entitled to vote at the WillScot special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed WillScot proxy card in the accompanying prepaid reply envelope or may vote in person via live webcast by attending the WillScot special meeting. If your shares of WillScot Common Stock are held in "street name" through a bank, broker or other nominee, you should instruct your bank, broker or other nominee on how to vote your shares of WillScot Common Stock using the instructions provided by your bank, broker or other nominee.

        We expect that many WillScot stockholders will not attend the WillScot special meeting in person via live webcast, and instead will be represented by proxy. Most WillScot stockholders have a choice of voting over the Internet, by using a toll-free telephone number, or by returning a completed proxy card or voting instruction form. Please check your notice, proxy card or the information forwarded by your broker, bank, trust or other holder of record to see which options are available to you. The Internet and telephone voting procedures have been designed to authenticate WillScot stockholders, to allow you to vote your shares, and to confirm that your instructions have been properly recorded. The Internet and telephone voting facilities for WillScot stockholders of record will close at 11:59 p.m. Eastern Time on June 23, 2020. If your shares are held through a broker, bank, trust or other holder of record and Internet or telephone facilities are made available to you, these facilities may close sooner than those for stockholders of record.

        You can revoke your proxy at any time before it is exercised by delivering a properly executed, later-dated proxy (including an Internet or telephone vote) or by voting by ballot via live webcast at the WillScot special meeting. Executing your proxy in advance will not limit your right to vote at the WillScot special meeting if you decide to attend in person via live webcast. If your shares are held in the name of a broker, bank, trust or other holder of record, you should follow the instructions provided by your bank, broker or other nominee in order to vote at the WillScot special meeting.

        All shares entitled to vote and represented by properly executed proxies received prior to the WillScot special meeting and not revoked will be voted at the WillScot special meeting in accordance with your instructions. If you sign and return your proxy but do not indicate how your shares should be voted on a proposal, the shares represented by your proxy will be voted as the WillScot Board recommends for such proposal.

        If you are a record holder, you may change or revoke your vote before your proxy is voted at the WillScot special meeting as described herein. You may do this in one of the following four ways: (1) by logging onto the Internet website specified on your WillScot proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your WillScot proxy card, in each case, if you are eligible to do so; (2) by sending a notice of revocation to the Corporate Secretary of WillScot; (3) by sending a completed WillScot proxy card bearing a later date than your original WillScot proxy card; or (4) by attending the WillScot special meeting and voting in person via live webcast. If you choose any of the first three methods, you must take the described action no later than the beginning of the WillScot special meeting.

Information about the Mobile Mini Special Meeting (page 195)

Time, Place and Purpose of the Mobile Mini Special Meeting

        The Mobile Mini special meeting to consider and vote upon the Mobile Mini Proposals and related matters, will be held exclusively via live webcast through the link www.virtualshareholdermeeting.com/MINI2020SM on Wednesday, June 24, 2020 at 9:00 a.m. Phoenix local time.

9


Table of Contents

        At the Mobile Mini special meeting, the Mobile Mini stockholders will be asked to consider and vote upon (1) the Mobile Mini Merger Proposal, (2) the Mobile Mini Merger-Related Compensation Proposal and (3) the Mobile Mini Adjournment Proposal.

Mobile Mini Record Date and Quorum

        You are entitled to receive notice of, and to vote at, the Mobile Mini special meeting if you are an owner of record of shares of Mobile Mini Common Stock as of the close of business on May 1, 2020, the Mobile Mini Record Date. On May 1, 2020, there were 44,347,338.55 shares of Mobile Mini Common Stock outstanding and entitled to vote. Mobile Mini stockholders will have one vote on all matters properly coming before the Mobile Mini special meeting for each share of Mobile Mini Common Stock owned by such Mobile Mini stockholders on the Mobile Mini record date.

        The presence at the Mobile Mini special meeting, in person via live webcast or by proxy, of the holders of a majority of the shares of Mobile Mini Common Stock issued and outstanding on the Mobile Mini Record Date for the Mobile Mini special meeting will constitute a quorum for the transaction of business at the Mobile Mini special meeting.

Vote Required

        The Mobile Mini Merger Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Mobile Mini Common Stock entitled to vote (in person or by proxy) at the Mobile Mini special meeting. If a Mobile Mini stockholder present in person via live webcast at the Mobile Mini special meeting abstains from voting, responds by proxy with an "abstain" vote, is not present in person via live webcast at the Mobile Mini special meeting and does not respond by proxy or does not provide his, her or its bank, broker or other nominee with instructions, as applicable, it will have the effect of a vote cast "AGAINST" such proposal.

        The Mobile Mini Merger-Related Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Mobile Mini Common Stock represented (in person or by proxy) at the Mobile Mini special meeting and entitled to vote on the proposal, assuming a quorum. If a Mobile Mini stockholder present in person via live webcast at the Mobile Mini special meeting abstains from voting, or responds by proxy with an "abstain" vote, it will have the same effect as a vote cast "AGAINST" such proposal. If a Mobile Mini stockholder is not present in person via live webcast at the Mobile Mini special meeting and does not respond by proxy or does not provide his, her or its bank, broker or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal.

        The Mobile Mini Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Mobile Mini Common Stock represented (in person or by proxy) at the Mobile Mini special meeting and entitled to vote on the proposal, assuming a quorum. If a Mobile Mini stockholder present in person via live webcast at the Mobile Mini special meeting abstains from voting, or responds by proxy with an "abstain" vote, it will have the same effect as a vote cast "AGAINST" such proposal. If a Mobile Mini stockholder is not present in person via live webcast at the Mobile Mini special meeting and does not respond by proxy or does not provide his, her or its bank, broker or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal.

Proxies and Revocations

        Any Mobile Mini stockholder of record entitled to vote at the Mobile Mini special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed Mobile Mini proxy card in the accompanying prepaid reply envelope or may vote in person via live webcast by attending the Mobile Mini special meeting. If your shares of Mobile Mini Common Stock are held in "street name" through a bank, broker or other nominee, you should instruct your bank, broker or other nominee on

10


Table of Contents

how to vote your shares of Mobile Mini Common Stock using the instructions provided by your bank, broker or other nominee.

        We expect that many Mobile Mini stockholders will not attend the Mobile Mini special meeting in person via live webcast, and instead will be represented by proxy. Most Mobile Mini stockholders have a choice of voting over the Internet, by using a toll-free telephone number, or by returning a completed proxy card or voting instruction form. Please check your notice, proxy card or the information forwarded by your broker, bank, trust or other holder of record to see which options are available to you. The Internet and telephone voting procedures have been designed to authenticate Mobile Mini stockholders, to allow you to vote your shares, and to confirm that your instructions have been properly recorded. The Internet and telephone voting facilities for Mobile Mini stockholders of record will close at 11:59 p.m. Eastern Time on June 23, 2020. If your shares are held through a broker, bank, trust or other holder of record and Internet or telephone facilities are made available to you, these facilities may close sooner than those for stockholders of record.

        You can revoke your proxy at any time before it is exercised by delivering a properly executed, later-dated proxy (including an Internet or telephone vote) or by voting by ballot via live webcast at the Mobile Mini special meeting. Executing your proxy in advance will not limit your right to vote at the Mobile Mini special meeting if you decide to attend in person via live webcast. If your shares are held in the name of a broker, bank, trust or other holder of record, you should follow the instructions provided by your bank, broker or other nominee in order to vote at the Mobile Mini special meeting.

        All shares entitled to vote and represented by properly executed proxies received prior to the Mobile Mini special meeting and not revoked will be voted at the Mobile Mini special meeting in accordance with your instructions. If you sign and return your proxy but do not indicate how your shares should be voted on a proposal, the shares represented by your proxy will be voted as the Mobile Mini Board recommends for such proposal.

        If you are a record holder, you may change or revoke your vote before your proxy is voted at the Mobile Mini special meeting as described herein. You may do this in one of the following four ways: (1) by logging onto the Internet website specified on your Mobile Mini proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your Mobile Mini proxy card, in each case, if you are eligible to do so; (2) by sending a notice of revocation to the Corporate Secretary of Mobile Mini; (3) by sending a completed Mobile Mini proxy card bearing a later date than your original Mobile Mini proxy card; or (4) by attending the Mobile Mini special meeting and voting in person via live webcast. If you choose any of the first three methods, you must take the described action no later than the beginning of the Mobile Mini special meeting.

Voting by WillScot Directors and Executive Officers (page 190)

        As of the close of business on March 16, 2020, the most recent practicable date for which such information was available, directors and executive officers of WillScot and their affiliates owned and were entitled to vote 51,933,515 shares of WillScot Class A Common Stock, or 47.36% of the shares of WillScot Class A Common Stock outstanding on that date and 8,024,419 shares of WillScot Class B Common Stock, or 100% of the shares of WillScot Class B Common Stock outstanding on that date. The number and percentage of shares of WillScot Common Stock owned by directors and executive officers of WillScot and their affiliates as of the WillScot Record Date are not expected to be meaningfully different from the number and percentage as of March 16, 2020. It is currently expected that WillScot's directors and executive officers and their affiliates will vote their shares of WillScot Common Stock in favor of each of the proposals to be considered at the WillScot special meeting, although other than the TDR Parties, none of them have entered into any agreements obligating them to do so. For information with respect to WillScot Common Stock owned by directors and executive officers of WillScot, please see the section entitled "WillScot Beneficial Ownership Table."

11


Table of Contents

Voting by Mobile Mini Directors and Executive Officers (page 196)

        As of the close of business on March 3, 2020, the most recent practicable date for which such information was available, directors and executive officers of Mobile Mini and its affiliates owned and were entitled to vote 3,545,896 shares of Mobile Mini Common Stock, or 7.5% of the shares of Mobile Mini Common Stock outstanding on that date. The number and percentage of shares of Mobile Mini common stock owned by directors and executive officers of Mobile Mini and their affiliates as of the Mobile Mini record date are not expected to be meaningfully different from the number and percentage as of March 3, 2020. With the exception of Mr. Martell (see the section entitled "The Merger—Mobile Mini Board's Recommendation and Reasons for the Merger—View of Dissenting Mobile Mini Director"), it is currently expected that Mobile Mini's directors and executive officers will vote their shares of Mobile Mini Common Stock in favor of each of the proposals to be considered at the Mobile Mini special meeting, although none of them have entered into any agreements obligating them to do so. For information with respect to Mobile Mini Common Stock owned by directors and executive officers of Mobile Mini, please see the section entitled "Mobile Mini Beneficial Ownership Table."

        The number of shares reflected above does not include shares underlying outstanding Mobile Mini restricted stock awards.

Governance of the Combined Company (page 163)

        At the Effective Time, the certificate of incorporation of WillScot will be amended and restated to be the A&R Charter. The Combined Company's name and ticker symbol will be mutually agreed upon between the parties prior to the Effective Time.

        At the Effective Time, the bylaws of WillScot will be amended and restated to be the A&R Bylaws.

        The Merger Agreement and the forms of the A&R Charter and the A&R Bylaws, copies of which are attached to this joint proxy statement/prospectus as Annex A, Annex B and Annex C, respectively, contain certain provisions relating to the governance of the Combined Company as of the Effective Time, which reflects the merger of equals structure of the Merger as set forth below.

Headquarters

        As of the Effective Time, the Combined Company's headquarters will be located in Phoenix, Arizona. Prior to the 2023 Annual Stockholders Meeting, a resolution of at least eight of the 11 then-serving directors of the Combined Company ("Supermajority Approval") will be required to change the location of the Combined Company's headquarters.

Chief Executive Officer of the Combined Company; Other Officers

        As of the date of this joint proxy statement/prospectus, we expect that, pursuant to employment agreements entered into in connection with the signing of the Merger Agreement, the following members of the WillScot management team and the Mobile Mini management team will serve in the following roles in the Combined Company:

    Bradley L. Soultz, the current CEO of WillScot, will be appointed to serve as the CEO of the Combined Company;

    Kelly Williams, the current President and CEO of Mobile Mini, will be appointed to serve as the President and COO of the Combined Company;

    Timothy D. Boswell, the current CFO of WillScot, will be appointed to serve as the CFO of the Combined Company;

12


Table of Contents

    Christopher J. Miner, the current Senior Vice President and GC of Mobile Mini, will be appointed to serve as the Senior Vice President, GC and Secretary of the Combined Company; and

    Hezron Timothy Lopez, the current Vice President, GC and Secretary of WillScot, will be appointed to serve as Chief Human Resources Officer of the Combined Company.

        Each officer is expected take the office at the Combined Company at the Effective Time. Mr. Soultz will serve as CEO of the Combined Company for an initial term of 24 months, unless he sooner resigns or is removed from office in accordance with the A&R Bylaws. Mr. Williams, will serve as COO of the Combined Company for an initial term of 24 months. Mr. Boswell will serve as CFO of the Combined Company, Mr. Miner will serve as GC of the Combined Company, and Mr. Lopez will serve as Chief Human Resources Officer of the Combined Company, in each case, for an initial term of 36 months.

Board of Directors

        The Combined Company Board as of the Effective Time will be comprised of 11 members, consisting of:

    six directors designated by WillScot, three of whom will meet the applicable independence standards (the "WillScot Continuing Directors"). Two of the WillScot Continuing Directors will be appointed by TDR Capital (the "TDR Continuing Directors") and any individual elected to replace a TDR Continuing Director, whether as the immediately succeeding director or a future succeeding director for such individual, will be deemed a WillScot Continuing Director; and

    five directors designated by Mobile Mini, four of whom will meet the applicable independence standards (the "Mobile Mini Continuing Directors").

        As of the date of this joint proxy statement/prospectus, WillScot expects that the following six WillScot directors will be designated to serve on the Combined Company Board as WillScot Continuing Directors: Gerard E. Holthaus, Mark S. Bartlett, Gary Lindsay, Stephen Robertson, Jeff Sagansky and Bradley L. Soultz. As of the date of this joint proxy statement/prospectus, WillScot expects Gary Lindsay and Stephen Robertson will be the TDR Continuing Directors. As of the date of this joint proxy statement/prospectus, Mobile Mini expects that the following five Mobile Mini directors will be designated to serve on the Combined Company Board as Mobile Mini Continuing Directors: Sara R. Dial, Jeffrey S. Goble, Kimberly J. McWaters, Erik Olsson and Michael W. Upchurch.

        Following the Effective Time and until the 2023 Annual Stockholders Meeting, absent Supermajority Approval, the Combined Company Board will continue to be comprised of the number of WillScot Continuing Directors and Mobile Mini Continuing Directors as described above.

Chairman of the Board of Directors

        The Combined Company Board will designate a Chairman of the Combined Company Board. Following the completion of the Merger and until the 2023 Annual Stockholders Meeting, absent Supermajority Approval to the contrary, unless he resigns or is removed from the Combined Company Board, we expect the Chairman of the Combined Company Board will be Erik Olsson.

Lead Independent Director

        The Combined Company Board will designate a Lead Independent Director of the Combined Company Board. Following the completion of the Merger and until the 2023 Annual Stockholders Meeting, absent Supermajority Approval to the contrary, unless he resigns or is removed from the Combined Company Board, we expect the Lead Independent Director to be Gerard E. Holthaus.

13


Table of Contents

Committees of the Board of Directors

        Following the completion of the Merger and until the 2023 Annual Stockholders Meeting, absent a Supermajority Approval to the contrary, the Combined Company Board will have the following standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Related Party Transactions Committee. Each such committee will have two qualifying directors from each of the WillScot Continuing Directors and the Mobile Mini Continuing Directors, except that the Related Party Transactions Committee will have three qualifying directors from each of WillScot Continuing Directors (excluding the TDR Continuing Directors) and Mobile Mini Continuing Directors. The number of Mobile Mini Continuing Directors on any other committee of the Combined Company Board will be the same as the number of WillScot Continuing Directors on such other committee of the Combined Company Board. The TDR Continuing Directors will not be on any committee of the Combined Company Board other than any customary pricing committee.

        See the section entitled "The Merger Agreement—Governance of the Combined Company."

Regulatory Approvals (page 154)

        Under the HSR Act and related rules, the Merger may not be completed until the parties have filed notification and report forms with the U.S. Federal Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department of Justice (the "DOJ"), and observe a statutory waiting period. WillScot and Mobile Mini filed their respective Notification and Report Forms pursuant to the HSR Act, and the waiting period will expire at 11:59 p.m. Eastern Time on May 27, 2020 unless earlier terminated or otherwise extended. The filing fees and other costs associated with making any filings and obtaining approval under HSR are borne equally by WillScot and Mobile Mini.

        See the section entitled "The Merger—Regulatory Approvals."

Litigation Relating to the Merger (Page 159)

        As of April 30, 2020, three complaints have been filed by purported Mobile Mini stockholders challenging the Merger. The complaints generally assert claims under Sections 14(a) and 20(a) of the Exchange Act challenging the adequacy of certain disclosures made in the joint proxy statement/prospectus which forms part of the registration statement on Form S-4 filed with the SEC on April 17, 2020. The complaints seek, among other relief, an injunction preventing Mobile Mini from consummating the transaction, damages in the event that the Merger is consummated, and attorneys' fees. For a more detailed description of litigation in connection with the Merger, see the section entitled "The Merger—Litigation Relating to the Merger." Mobile Mini and WillScot believe the claims asserted in the complaints are without merit.

Mobile Mini Regular and Special Dividend

        The Merger Agreement permits Mobile Mini to declare and pay, in the ordinary course of business consistent with past practice, a regular quarterly cash dividend in an amount per share of up to $0.303 per quarter. The Merger Agreement permits Mobile Mini, and Mobile Mini intends, to declare and pay a special cash dividend (the "Mobile Mini Special Dividend") prior to the consummation of the Merger in a per share amount equal to the product of (x) $0.303 and (y) a fraction, the numerator of which is the number of days from the first day of the calendar quarter in which the consummation of the Merger occurs through such date and the denominator of which is the number of days in such calendar quarter.

14


Table of Contents

Conditions to Completion of the Merger (page 176)

        The obligations of each of WillScot, Mobile Mini and Merger Sub to effect the Merger are subject to the satisfaction or waiver (to the extent permitted by law) of the following conditions:

    the approval of the Mobile Mini Merger Proposal by Mobile Mini stockholders;

    the approval of the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal by WillScot stockholders;

    the debt financing contemplated by the Commitment Letter entered into by WillScot in connection with the Merger having been obtained;

    the termination or expiration of any applicable waiting period or periods under the HSR Act without the imposition of a regulatory adverse effect;

    the absence of any law, injunction, judgment, order or decree of a governmental authority prohibiting or making illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement and the ancillary agreements;

    the filing and declaration of effectiveness of the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, and the absence of any stop order suspending such effectiveness;

    the approval for the listing on Nasdaq of the shares of WillScot Class A Common Stock to be issued in the Merger, which will be reclassified as and converted into shares of Combined Company Common Stock at the Effective Time; and

    the declaration of effectiveness of the A&R Charter by the Secretary of State of the State of Delaware.

        In addition to the mutual closing conditions described above, the obligations of each of WillScot and Merger Sub, on the one hand, and Mobile Mini, on the other hand, are subject to the satisfaction or waiver of certain other conditions, including:

    Mobile Mini or each of WillScot and Merger Sub, as applicable, having performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the Effective Time;

    certain representations and warranties of Mobile Mini and WillScot, as applicable, relating to capitalization being true and correct in all respects, subject only to de minimis exceptions, as of the date of the Merger Agreement and as of the Closing as if made on the closing date (or, if applicable, as of the date made);

    certain representations and warranties of Mobile Mini and WillScot, as applicable, relating to corporate existence and power, corporate authorization, non-contravention with respect to organizational documents, capitalization, preemptive rights and other agreements granting certain rights with respect to capital stock, antitakeover statutes, the receipt of opinions of financial advisors, brokers, and stockholder rights plan being true and correct in all material respects as of the date of the Merger Agreement and as of the Closing as if made on the closing date (or, if applicable, as of the date made);

    each other representation and warranty of Mobile Mini or WillScot, as applicable, (disregarding all qualifications and exceptions contained therein relating to materiality or material adverse effect) being true and correct as of the date of the Merger Agreement and as of the Closing as if made on the closing date (or, if applicable, as of the date made), except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect;

15


Table of Contents

    the absence of a material adverse effect on Mobile Mini and WillScot, as applicable, since the date of the Merger Agreement;

    in the case of Mobile Mini, the completion of the share exchange under which Sapphire Holding will exchange all of its shares of WSHC Stock prior to the Effective Time for shares of WillScot Class A Common Stock at an exchange ratio of 1.3261x;

    the receipt of a certificate executed by an executive officer of the other party confirming the satisfaction of the applicable conditions described above;

    the occurrence of the annual meetings of the stockholders of Mobile Mini and WillScot, respectively; and

    the receipt by each of Mobile Mini and WillScot of an opinion of its outside tax counsel to the effect that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code.

Timing of the Transaction (page 154)

        The parties expect the Merger to be completed in the third quarter of 2020. Neither WillScot nor Mobile Mini can predict, however, the actual date on which the Merger will be completed because it is subject to conditions beyond each company's control, including obtaining necessary stockholder and regulatory approvals. For a more complete description of the conditions to the Merger, see the section entitled "The Merger Agreement—Conditions to Completion of the Merger."

Ownership of the Combined Company after the Merger

        As of the date of this joint proxy statement/prospectus, based on the current number of shares of WillScot Common Stock and Mobile Mini Common Stock outstanding and reserved for issuance, we estimate that, immediately following completion of the Merger, former holders of Mobile Mini Common Stock will own approximately 46% of the outstanding shares of the Combined Company Common Stock and pre-Merger holders of WillScot Common Stock will own approximately 54% of the outstanding shares of Combined Company Common Stock. The exact equity stake of WillScot stockholders and Mobile Mini stockholders in the Combined Company immediately following the Merger will depend on the number of shares of WillScot Common Stock and Mobile Mini Common Stock issued and outstanding immediately prior to the Merger.

No Solicitation; Changes in Board Recommendations (page 171)

        As more fully described in this joint proxy statement/prospectus and in the Merger Agreement, and subject to the exceptions summarized below, from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, each of WillScot and Mobile Mini shall not, and shall cause their controlled affiliates and its and their respective officers, directors and employees not to, and shall use reasonable efforts to cause its representatives not to, directly or indirectly: (i) solicit, initiate or take any action to knowingly facilitate (including by way of providing non-public information) or knowingly encourage or induce the submission of any Alternative Acquisition Proposal (as defined in "The Merger Agreement—No Solicitation of Alternative Transactions") or any inquiry or proposal that would reasonably be expected to lead to an Alternative Acquisition Proposal; (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to such party or any of its subsidiaries or afford access to the business, properties, assets, books or records of such party or any of its subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or knowingly encourage any effort by, any third party (excluding affiliates) that such party knows, or should reasonably be expected to know, is considering, seeking to make, or has made, an Alternative Acquisition Proposal or any inquiry or proposal that may

16


Table of Contents

reasonably be expected to lead to an Alternative Acquisition Proposal; (iii) effectuate any Board Recommendation Change (as defined in "The Merger Agreement—Changes in Board Recommendations"); (iv) take any action to make any "moratorium," "control share acquisition," "fair price," "supermajority," "affiliate transactions" or "business combination statute or regulation" or other similar anti-takeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, inapplicable to any third party or any Alternative Acquisition Proposal; or (v) resolve, propose or agree to do any of the foregoing.

        The Merger Agreement includes certain exceptions to the non-solicitation covenant such that if, at any time prior to the receipt of the Mobile Mini Stockholder Approval or the WillScot Stockholder Approval, as applicable, Mobile Mini or WillScot receives a proposal that the Mobile Mini Board or the WillScot Board, as applicable, determines in good faith (after consultation with its outside counsel and financial advisors) constitutes or is reasonably likely to lead to a "Superior Proposal" (as defined in "The Merger Agreement—No Solicitation of Alternative Transactions") and which did not result from a breach of the non-solicitation obligations set forth in the Merger Agreement, then Mobile Mini or WillScot, as applicable, may: (i) engage in negotiations or discussions with such third party, (ii) furnish non-public information with respect to itself and its subsidiaries to the third party making such proposal and its representatives and financing sources pursuant to a customary confidentiality agreement with terms no less favorable to Mobile Mini or WillScot, as applicable, than those contained in the confidentiality agreement entered into between Mobile Mini and WillScot (provided that all such non-public information, to the extent that such information has not been previously provided or made available to the other party, is provided or made available to the other party substantially concurrently with the time it is provided or made available to such third party) and (iii) following receipt of any such Superior Proposal, effectuate a Board Recommendation Change and/or terminate the Merger Agreement and simultaneously enter into an agreement with respect thereto; provided, however, that such party may not terminate the Merger Agreement unless concurrently with such termination such party pays the other party the applicable termination fee. For additional Information, see the section entitled "The Merger Agreement—No Solicitation of Alternative Transactions."

        Mobile Mini and WillScot have agreed under the Merger Agreement to, through their respective boards of directors, recommend to Mobile Mini stockholders, the Mobile Mini Merger Proposal, and to WillScot stockholders, the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal, respectively, and to include such recommendations in this joint proxy statement/prospectus. Notwithstanding the foregoing, at any time prior to receipt of the Mobile Mini Stockholder Approval or the WillScot Stockholder Approval, as applicable, and after giving effect to certain rights offered to the other party, the Mobile Mini Board or the WillScot Board, as applicable, may effect a Board Recommendation Change involving or relating to an Intervening Event (as defined in "The Merger Agreement—Changes in Board Recommendations") if the Mobile Mini Board or the WillScot Board, as applicable, determines in good faith, after the consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law. For additional Information, see the section entitled "The Merger Agreement—Changes in Board Recommendations."

Termination of the Merger Agreement; Termination Fee (page 178)

        In the event of a termination of the Merger Agreement under certain circumstances relating primarily to alternative transactions and non-solicitation obligations, WillScot may be required to pay a termination fee of $66,600,000 to Mobile Mini, and Mobile Mini may be required to pay a termination fee of $57,086,000 to WillScot.

        Mobile Mini or WillScot, as the case may be, would be required to pay the other party the applicable termination fee described above if the Merger Agreement is terminated (i) by the other party prior to receipt of the requisite approval by the party's stockholders as a result of a Board

17


Table of Contents

Recommendation Change (as defined in "The Merger Agreement—Changes in Board Recommendations"), including one involving or relating to an Intervening Event (as defined in "The Merger Agreement—Changes in Board Recommendations"), (ii) by the other party due to the party's willful breach of the provisions of the Merger Agreement relating to non-solicitation of alternative transactions, or (iii) by either party if the requisite approval by the party's stockholders is not obtained and, at the time of termination, the Merger Agreement was terminable under clause (i) or (ii) above. In addition, Mobile Mini or WillScot, as the case may be, would be required to pay the other party the applicable termination fee described above if prior to receipt of the requisite approval by the party's stockholders, the party's board of directors authorizes the party to enter into a definitive agreement with respect to a Superior Proposal, subject to certain conditions and limitations. Furthermore, Mobile Mini or WillScot, as the case may be, would be required to pay the other party the applicable termination fee described above if (w) the required vote of the party's stockholders is not obtained, (x) prior to such vote, an alternative acquisition of the party was publicly disclosed or announced or made known to the management or board of directors of the party and was not timely withdrawn, (y) the Merger Agreement is terminated by either party and (z) within 12 months after such termination, the party consummates such alternative transaction or enters into an agreement for such alternative transaction (and such alternative transaction is subsequently consummated within or after 12 months of such termination). Lastly, Mobile Mini or WillScot, as the case may be, would be required to pay the other party the applicable termination fee described above if (A) either party terminates the Merger Agreement on the basis the Merger has not been consummated on or prior to the End Date and the required vote of the party's stockholders has not been obtained at the party's special meeting of stockholders at the time of termination, (B) at or prior to the time of termination, an acquisition of the party was publicly proposed or announced or made known to the management or board of directors of the party and was not timely withdrawn, and (C) within 12 months after such termination, the party consummates such alternative transaction or enters into an agreement for such alternative transaction (and such alternative transaction is subsequently consummated within or after 12 months of such termination).

No Appraisal Rights (page 155)

        Holders of WillScot Common Stock and holders of Mobile Mini Common Stock are not entitled to appraisal rights under the DGCL with respect to the Merger. For more information, see the section entitled "The Merger—No Appraisal Rights in the Merger."

Material U.S. Federal Income Tax Consequences of the Merger (page 155)

        The obligations of WillScot and Mobile Mini to complete the Merger are conditioned upon the receipt by each of WillScot and Mobile Mini of an opinion of its respective outside counsel to the effect that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Provided the Merger qualifies as a "reorganization," U.S. holders (as defined in the section entitled "The Merger—Material U.S. Federal Income Tax Consequences of the Merger) of shares of Mobile Mini Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the receipt of WillScot Class A Common Stock in exchange for Mobile Mini Common Stock in the Merger (other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of WillScot Class A Common Stock).

        The material U.S. federal income tax consequences of the Merger are discussed in more detail in the section entitled "The Merger—Material U.S. Federal Income Tax Consequences of the Merger." The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Merger that may vary with, or

18


Table of Contents

are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state, or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

        All holders of Mobile Mini Common Stock should consult their own tax advisors as to the specific tax consequences to them of the Merger and any Mobile Mini special dividend, including the applicability and effect of any U.S. federal, state, local, non-U.S. and other tax laws.

Accounting Treatment (page 158)

        WillScot and Mobile Mini prepare their respective financial statements in accordance with GAAP. The Merger will be accounted for as an acquisition of Mobile Mini by WillScot under the acquisition method of accounting in accordance with GAAP. WillScot will be treated as the acquirer for accounting purposes. In identifying WillScot as the accounting acquirer, WillScot and Mobile Mini considered the structure of the transaction and other actions contemplated by the Merger Agreement, relative outstanding share ownership and market values, the composition of the Combined Company Board, the relative size of WillScot and Mobile Mini, and the designation of certain senior management positions of the Combined Company. Accordingly, consideration paid or exchanged by WillScot to complete the Merger with Mobile Mini will be assigned to the assets and liabilities of Mobile Mini based on their estimated fair values as of the date of completion of the Merger. The acquisition method of accounting is dependent upon certain valuation assumptions, including those related to the preliminary purchase price allocation of the assets acquired and liabilities assumed of Mobile Mini based on WillScot management's best estimates of fair value.

Rights of Mobile Mini Stockholders and WillScot Stockholders Will Change as a Result of the Merger (page 233)

        At the Effective Time, Mobile Mini stockholders will become stockholders of the Combined Company, and their rights will be governed by Delaware law and the governing corporate documents of the Combined Company as amended and restated in connection with the closing, as set forth in the A&R Charter and the A&R Bylaws which are included as Annex B and Annex C to this joint proxy statement/prospectus, respectively. The differences between the governing corporate documents of WillScot and Mobile Mini that are currently in effect and the governing documents of the Combined Company that will be in effect at the Effective Time are described in detail in the section entitled "Comparison of the Rights of Stockholders."

Risk Factors (page 30)

        You should consider all the information contained in or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote for the proposals presented in this joint proxy statement/prospectus. In particular, you should carefully consider the risks that are described in the section entitled "Risk Factors."

19


Table of Contents


SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WILLSCOT

        The following table presents selected historical consolidated financial data for WillScot as of and for the years ended December 31, 2019, 2018, 2017, 2016 and 2015. The statement of operations data and cash flow data for the years ended December 31, 2019, 2018 and 2017 and the balance sheet data as of December 31, 2019 and 2018 have been obtained from WillScot's audited consolidated financial statements incorporated by reference in WillScot's Annual Report on Form 10-K for the year ended December 31, 2019 (the "WillScot 10-K"), which is incorporated by reference into this joint proxy statement/prospectus. The statement of operations data for the years ended December 31, 2016 and 2015 and the balance sheet data as of December 31, 2017, 2016 and 2015 have been derived from WillScot's audited consolidated financial statements for such years, which have not been incorporated by reference into this joint proxy statement/prospectus.

        WillScot was incorporated under the name Double Eagle Acquisition Corporation ("Double Eagle") on June 26, 2015. Prior to November 29, 2017, Double Eagle was a Nasdaq-listed special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. On November 29, 2017, Double Eagle indirectly acquired Williams Scotsman International, Inc. ("WSII") from Algeco Scotsman Global S.à r.l. (together with its subsidiaries, the "Algeco Group"), which is majority-owned by an investment fund managed by TDR Capital. As part of the transaction (the "2017 Business Combination"), Double Eagle domesticated to Delaware and changed its name to WillScot Corporation.

        The 2017 Business Combination was accounted for as a reverse acquisition in which WSII was the accounting acquirer. Except as otherwise provided herein, WillScot's financial statement presentation includes (i) the results of WSII and its subsidiaries as WillScot's accounting predecessor for periods prior to the completion of the 2017 Business Combination, and (ii) the results of WillScot (including the consolidation of WSII and its subsidiaries) for periods after the completion of the 2017 Business Combination. The operating statistics and data contained herein represent the operating information of WSII's business.

        On August 15, 2018, WSII acquired Modular Space Holdings, Inc. ("ModSpace"). Results of operations from ModSpace subsequent to the acquisition date are included in WillScot's consolidated operating results. Lease fleet and all other assets acquired and liabilities assumed in the transaction are included in WillScot's balance sheet for all periods following the acquisition. Certain historical financial statements of ModSpace are incorporated by reference into this joint proxy statement/prospectus.

        At December 31, 2019, WillScot became a large accelerated filer and no longer qualifies as an emerging growth company, at which point WillScot was required to retrospectively adopt ASC 842, effective January 1, 2019. In connection with the adoption of ASC 842, WillScot reversed the previous accounting for certain failed sale-leaseback transactions, and reduced property, plant and equipment by $31.0 million, reduced outstanding debt by $37.9 million, increased deferred tax liability by $1.8 million and increased January 1, 2019 equity by $5.2 million. WillScot recognized lease liabilities and ROU assets of $138.5 million and $141.4 million as of January 1, 2019, primarily related to its real estate and equipment leases.

        The adoption of ASC 842 at January 1, 2019, did not have a significant impact on the recognition of leasing revenue. Per the requirements of ASC 842 WillScot records changes in estimated collectibility, directly against lease income. Such amounts were previously classified as selling, general and administrative expenses. For the year ended December 31, 2019 operating lease receivables not deemed probable of collection and recorded as a reduction of revenue totaled $10.0 million.

        The historical consolidated financial data for 2017 includes the significant impact of the enactment of the Tax Cuts and Jobs Act (the "Tax Act"). The historical consolidated financial data for 2019 and 2018 reflect a lower effective tax rate than the years prior to the enactment of the Tax Act. The Tax Act reduced the U.S. federal statutory tax rate from 35% to 21%.

20


Table of Contents

        The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in the WillScot 10-K, including the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes therein. See the section entitled "Where You Can Find More Information."

 
  As of and for the Year Ended December 31,  
Consolidated Results
(in thousands)
  2019   2018   2017   2016   2015  

Revenues:

                               

Leasing and services revenue:

                               

Modular leasing

  $ 744,185   $ 518,235   $ 297,821   $ 283,550   $ 300,212  

Modular delivery and installation

    220,057     154,557     89,850     81,892     83,103  

Sales revenue:

                               

New units

    59,085     53,603     36,371     39,228     54,359  

Rental units

    40,338     25,017     21,900     21,942     15,661  

Total revenues

    1,063,665     751,412     445,942     426,612     453,335  

Costs:

                               

Costs of leasing and services:

                               

Modular leasing

    213,151     143,120     83,588     75,516     80,081  

Modular delivery and installation

    194,107     143,950     85,477     75,359     77,960  

Costs of sales:

                               

New units

    42,160     36,863     26,025     27,669     43,626  

Rental units

    26,255     16,659     12,643     10,894     10,255  

Depreciation of rental equipment

    174,679     121,436     72,639     68,981     78,473  

Gross profit

    413,313     289,384     165,570     168,193     162,940  

Expenses:

   
 
   
 
   
 
   
 
   
 
 

Selling, general and administrative

    271,004     254,871     162,351     139,093     139,355  

Other depreciation and amortization

    12,395     13,304     8,653     9,019     22,675  

Impairment losses on goodwill

            60,743     5,532      

Impairment losses on long-lived assets

    2,848     1,600              

Lease impairment expense and other related charges

    8,674                  

Restructuring costs

    3,755     15,468     2,196     2,810     9,185  

Currency (gains) losses, net

    (688 )   2,454     (12,878 )   13,098     11,308  

Other (income) expense, net

    (2,200 )   (4,574 )   2,827     1,831     1,189  

Operating income (loss)

    117,525     6,261     (58,322 )   (3,190 )   (20,772 )

Interest expense

    122,504     98,433     119,308     94,671     92,028  

Interest income

            (12,232 )   (10,228 )   (9,778 )

Loss on extinguishment of debt

    8,755                  

Loss from continuing operations before income tax

    (13,734 )   (92,172 )   (165,398 )   (87,633 )   (103,022 )

Income tax benefit

    (2,191 )   (38,600 )   (936 )   (24,502 )   (34,069 )

Loss from continuing operations

  $ (11,543 ) $ (53,572 ) $ (164,462 ) $ (63,131 ) $ (68,953 )

Net loss per share attributable to WillScot—basic and diluted—continuing operations

  $ (0.10 ) $ (0.59 ) $ (8.21 ) $ (4.34 ) $ (4.74 )

Cash Flow Data:

   
 
   
 
   
 
   
 
   
 
 

Net cash from operating activities

  $ 172,566   $ 37,149   $ (1,362 ) $ 58,731   $ 119,865  

Net cash from investing activities

  $ (152,582 ) $ (1,217,202 ) $ (392,650 ) $ (30,236 ) $ (193,159 )

Net cash from financing activities

  $ (26,063 ) $ 1,180,037   $ 396,833   $ (31,394 ) $ 76,758  

Balance Sheet Data:

   
 
   
 
   
 
   
 
   
 
 

Cash and cash equivalents

  $ 3,045   $ 8,958   $ 9,185   $ 2,352   $ 5,142  

Rental equipment, net

  $ 1,944,436   $ 1,929,290   $ 1,040,146   $ 814,898   $ 832,586  

Total assets

  $ 2,897,649   $ 2,752,485   $ 1,410,742   $ 1,699,450   $ 1,785,713  

Total debt, including current portion

  $ 1,632,589   $ 1,676,499   $ 626,746   $ 657,583   $ 696,055  

Total shareholders' equity

  $ 644,365   $ 638,215   $ 435,619   $ 23,131   $ 55,350  

21


Table of Contents


SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MOBILE MINI

        The following table presents selected historical consolidated financial data for Mobile Mini as of and for the years ended December 31, 2019, 2018, 2017, 2016 and 2015. The statement of operations data and cash flow data for the years ended December 31, 2019, 2018 and 2017 and the balance sheet data as of December 31, 2019 and 2018 have been obtained from Mobile Mini's audited consolidated financial statements included in Mobile Mini's Annual Report on Form 10-K for the year ended December 31, 2019 (the "Mobile Mini 10-K"), which is incorporated by reference into this joint proxy statement/prospectus. The statement of operations data and cash flow data for the year ended December 31, 2016 and 2015 and the balance sheet data as of December 31, 2017, 2016 and 2015 have been derived from Mobile Mini's audited consolidated financial statements for such year, which have not been incorporated by reference into this joint proxy statement/prospectus.

        The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in the Mobile Mini 10-K, including the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the

22


Table of Contents

consolidated financial statements and related notes therein. See the section entitled "Where You Can Find More Information."

 
  For the Years Ended December 31,  
 
  2019   2018   2017   2016   2015  
 
  (In thousands, except per share data)
 

Consolidated Statements of Operations Data:

                               

Revenues:

                               

Rental

  $ 581,657   $ 558,197   $ 498,825   $ 480,083   $ 494,715  

Sales

    30,394     34,354     32,440     26,499     29,953  

Other

    574     678     2,284     2,040     6,109  

Total revenues

    612,625     593,229     533,549     508,622     530,777  

Costs and expenses:

                               

Rental, selling and general expenses

    369,525     364,123     336,438     309,294     326,252  

Cost of sales

    18,675     22,437     21,001     16,471     19,671  

Restructuring expenses

        2,006     2,886     6,020     20,798  

Asset impairment charge and loss on divestiture, net

        102,140             66,128  

Depreciation and amortization

    70,583     67,000     63,372     63,734     60,344  

Total costs and expenses

    458,783     557,706     423,697     395,519     493,193  

Income from operations

    153,842     35,523     109,852     113,103     37,584  

Other income (expense):

                               

Interest income

    12     6     25     2     1  

Interest expense

    (41,378 )   (40,904 )   (35,728 )   (32,726 )   (35,900 )

Debt restructuring/extinguishment expense

                (9,192 )    

Deferred financing costs write-off

    (123 )           (2,271 )   (931 )

Foreign currency exchange

    (274 )   64     (25 )   (18 )   (2 )

Income (loss) before income tax provision (benefit)

    112,079     (5,311 )   74,124     68,898     752  

Income tax provision (benefit)

    28,345     2,751     (48,104 )   21,650     (4,822 )

Net income (loss)

  $ 83,734   $ (8,062 ) $ 122,228   $ 47,248   $ 5,574  

Earnings (loss) per share:

   
 
   
 
   
 
   
 
   
 
 

Basic

  $ 1.90   $ (0.18 ) $ 2.77   $ 1.07   $ 0.12  

Diluted

  $ 1.88   $ (0.18 ) $ 2.76   $ 1.06   $ 0.12  

Weighted average number of common and common share equivalents outstanding:

   
 
   
 
   
 
   
 
   
 
 

Basic

    44,178     44,295     44,055     44,145     44,953  

Diluted

    44,550     44,295     44,254     44,390     45,460  

Other Data:

   
 
   
 
   
 
   
 
   
 
 

Net cash from operating activities

  $ 212,718   $ 160,098   $ 135,646   $ 136,244   $ 152,814  

Net cash from investing activities

    (82,707 )   (77,063 )   (70,006 )   (88,153 )   (14,415 )

Net cash from financing activities

    (127,629 )   (92,144 )   (57,043 )   (44,853 )   (140,576 )

 

 
  December 31,  
 
  2019   2018   2017   2016   2015  
 
  (In thousands)
 

Consolidated Balance Sheet Data:

                               

Rental fleet, net

  $ 966,223   $ 929,090   $ 989,154   $ 950,065   $ 951,323  

Total assets

    2,116,877     2,005,064     2,073,407     2,004,894     1,976,775  

Total debt, net

    876,926     903,343     932,926     937,076     903,535  

Stockholders' equity

    841,362     810,269     861,688     735,614     765,529  

23


Table of Contents


SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following table shows selected unaudited pro forma condensed combined financial information about the financial condition and results of operations of the Combined Company after giving effect to the Merger and related transactions as described in the section entitled "Unaudited Pro Forma Condensed Combined Financial Information." The selected unaudited pro forma condensed combined balance sheet data as of December 31, 2019 give effect to the Merger and related transactions as if they occurred on December 31, 2019. The selected unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2019 give effect to the transactions as if they occurred on January 1, 2019, the first day of WillScot's 2019 fiscal year.

        The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the Combined Company appearing elsewhere in this joint proxy statement/prospectus and the accompanying notes to the pro forma financial information. Additionally, the unaudited pro forma condensed combined financial information contains estimated adjustments, based upon available information and certain assumptions that we believe are reasonable under the circumstances. The assumptions underlying the pro forma adjustments are described in greater detail in the section entitled "Notes to Unaudited Pro Forma Condensed Combined Financial Information." In addition, the pro forma financial information were based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of WillScot and Mobile Mini for the applicable periods, which have been incorporated in this joint proxy statement/prospectus by reference. See the sections entitled "Unaudited Pro Forma Condensed Combined Financial Information" and "Where You Can Find More Information" for additional information.

Combined Results (in thousands except per share data)
  Year Ended
December 31,
2019
 

Pro Forma Statement of Operations Data:

       

Revenues

  $ 1,676,290  

Operating income

  $ 248,963  

Net income

  $ 81,256  

Net income per share

       

Basic

  $ 0.36  

Diluted

  $ 0.35  

Weighted Average Shares

       

Basic

    226,069  

Diluted

    230,349  

Balance Sheet Data:

   
 
 

Cash and cash equivalents

  $ 11,098  

Rental fleet, net

  $ 3,096,443  

Total assets

  $ 5,416,963  

Total debt, including current portion

  $ 2,550,592  

Shareholders equity

  $ 1,758,525  

24


Table of Contents


COMPARATIVE PER SHARE MARKET PRICE INFORMATION

        The following table sets forth the closing price per share of WillScot Class A Common Stock and Mobile Mini Common Stock, in each case, as reported on Nasdaq on February 28, 2020, the last trading day prior to public announcement of the Merger by WillScot and Mobile Mini, and on April 30, 2020, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus for which this information was available. The table also shows the implied value of the Merger Consideration for each share of Mobile Mini Common Stock as of the same dates. This implied value was calculated by multiplying the closing price of a share of WillScot Class A Common Stock on the relevant date by the Exchange Ratio.

Date
  WillScot Class A
Common Stock
  Mobile Mini
Common Stock
  Implied Per Share
Value of the
Merger Consideration
 

February 28, 2020

  $ 17.54   $ 38.99   $ 42.18  

April 30, 2020

  $ 11.65   $ 28.57   $ 28.02  

        The market prices of shares of WillScot Class A Common Stock and Mobile Mini Common Stock have fluctuated since the date of the announcement of the Merger and may continue to fluctuate from the date of this joint proxy statement/prospectus to the dates of the WillScot special meeting, the Mobile Mini special meeting and the date the Merger is completed. No assurance can be given concerning the market prices of shares of WillScot Class A Common Stock and shares of Mobile Mini Common Stock before completion of the Merger or shares of Combined Company Common Stock after completion of the Merger. The Exchange Ratio is fixed at 2.4050 in the Merger Agreement, but the market price of shares of WillScot Class A Common Stock (and therefore the value of the Merger Consideration) when received by Mobile Mini stockholders at the Effective Time could be greater than, less than or the same as shown in the table above. Accordingly, these comparisons may not provide meaningful information to WillScot stockholders and Mobile Mini stockholders in determining how to vote with respect to the proposals described in this joint proxy statement/prospectus. WillScot stockholders and Mobile Mini stockholders are advised to obtain current market quotations for WillScot Class A Common Stock and Mobile Mini Common Stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus. For more information, see the section entitled "Where You Can Find More Information" beginning on page 260 of this joint proxy statement/prospectus.

25


Table of Contents


COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        The following table summarizes per share data (1) for WillScot and Mobile Mini on a historical basis, (2) for the Combined Company on an unaudited pro forma combined basis giving effect to the Merger and related transactions and (3) on an unaudited pro forma combined equivalent basis.

        The unaudited pro forma income from continuing operations per share for the year ended December 31, 2019 reflects the transactions as if they had occurred on January 1, 2019. The book value per share reflects the transactions as if they had occurred on December 31, 2019. The information in the table is based on, and should be read together with, the historical financial information of WillScot and Mobile Mini which is incorporated by reference in this joint proxy statement/prospectus and the financial information contained under "Unaudited Pro Forma Condensed Combined Financial Information," "Selected Historical Consolidated Financial Data of WillScot" and "Selected Historical Consolidated Financial Data of Mobile Mini." See the section entitled "Where You Can Find More Information."

        The unaudited pro forma combined per share data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the transactions had been completed as of the dates indicated or will be realized upon the completion of the transactions. The summary pro forma information is preliminary, based on initial estimates of the fair value of assets acquired (including intangible assets) and liabilities assumed, and is subject to change as more information regarding the fair values are obtained, which changes could be materially different than the initial estimates.

 
  Historical
WillScot
Corporation
  Historical
Mobile
Mini, Inc.
  Unaudited
Pro Forma
Combined
  Unaudited
Pro Forma
Combined
Equivalent
Basis(1)
 

Income from continuing operations per basic share attributable to common stockholders

                         

12 months ended December 31, 2019

  $ (0.10 ) $ 1.90   $ 0.36   $ 0.87  

Income from continuing operations per diluted share attributable to common stockholders

   
 
   
 
   
 
   
 
 

12 months ended December 31, 2019

  $ (0.10 ) $ 1.88   $ 0.35   $ 0.84  

Cash dividends per share

   
 
   
 
   
 
   
 
 

12 months ended December 31, 2019

  $   $ 1.10     N/A (2)   N/A (2)

Book value per share

   
 
   
 
   
 
   
 
 

As of December 31, 2019

  $ 5.92   $ 19.06   $ 7.78   $ 18.71  

(1)
Calculated by multiplying the pro forma condensed combined data by the exchange ratio of 2.4050.

(2)
Pro forma combined dividends per share is not presented, as the dividend per share for the Combined Company will be determined by the board of directors of the Combined Company following completion of the Merger.

26


Table of Contents


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus contains statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements" under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide Mobile Mini's and WillScot's respective management's current expectations or plans for WillScot's or the Combined Company's future operating and financial performance, based on assumptions currently believed to be valid. The words "estimates," "expects," "anticipates," "believes," "forecasts," "projects," "plans," "intends," "may," "will," "should," "could," "shall," "continue," "outlook" and variations of these words and similar expressions (or the negative thereof) identify forward-looking statements, which are generally not historical in nature. Certain of these forward-looking statements relate to the Merger involving WillScot and Mobile Mini, including: expected scale; operating efficiency; stockholder, employee and customer benefits; key assumptions; timing of closing; the amount and timing of revenue and expense synergies; future financial benefits and operating results; and integration spend, which reflects management's beliefs, expectations and objectives as of the date hereof. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation:

27


Table of Contents

28


Table of Contents

        There can be no assurance that the Merger or any other transaction described in this joint proxy statement/prospectus will in fact be completed in the manner described or at all. Any forward-looking statement speaks only as of the date on which it is made, and WillScot and Mobile Mini assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

29


Table of Contents


RISK FACTORS

        In addition to the other information contained or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in "Cautionary Note Regarding Forward-Looking Statements" beginning on page 27 of this joint proxy statement/prospectus, you should carefully consider the following risk factors in determining whether to vote in favor of the Mobile Mini Proposals or the WillScot Proposals, as applicable. You should also read and consider the risk factors associated with each of the businesses of WillScot and Mobile Mini because these risk factors may affect the operations and financial results of the Combined Company. These risk factors may be found under Part I, Item 1A, "Risk Factors" in the WillScot 10-K and the Mobile Mini 10-K, as updated by WillScot's and Mobile Mini's respective Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and future filings with the SEC, each of which is on file or will be filed with the SEC and all of which are or will be incorporated by reference into this joint proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information."

Risks Related to the Merger

The completion of the Merger is subject to a number of conditions, and if these conditions are not satisfied or waived, the Merger will not be completed.

        The obligations of WillScot and Mobile Mini to complete the Merger are subject to satisfaction or waiver of a number of conditions, including: (i) the expiration or termination of the applicable waiting period under the HSR Act without the imposition of a regulatory adverse effect, (ii) approval of the Mobile Mini Merger Proposal by Mobile Mini stockholders at the Mobile Mini special meeting, (iii) approval of the WillScot Stock Issuance Proposal and Combined Company Charter Amendment Proposal by WillScot stockholders at the WillScot special meeting, (iv) approval for the listing on Nasdaq of the Merger Consideration, which will be reclassified as and converted into shares of Combined Company Common Stock at the Effective Time, (v) absence of any law, injunction, judgment, order, decree or other legal restraint or prohibition preventing the consummation of the Merger or any other transaction contemplated by the Merger Agreement and the ancillary agreements and delivery of an officer certificate by the other party certifying satisfaction, (vi) declaration of effectiveness of the Registration Statement on Form S-4, of which this joint proxy statement/prospectus forms a part, (vii) the receipt by each of WillScot and Mobile Mini of an opinion of its respective outside counsel to the effect that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code, (viii) the debt financing contemplated by the Commitment Letter entered into by WillScot in connection with the Merger having been obtained, (ix) accuracy of the representations and warranties of WillScot or Mobile Mini, as applicable, made in the Merger Agreement by the other party, subject to certain materiality qualifications set forth in the Merger Agreement, (x) performance in all material respects by the other party of the material obligations required to be performed by it at or prior to completion of the Merger, (xi) in the case of Mobile Mini, the completion of the exchange by Sapphire Holding of its shares of WSHC Stock for shares of WillScot Class A Common Stock pursuant to the Voting Agreement, and the concurrent cancellation of all issued and outstanding shares of WillScot Class B Common Stock, (xii) delivery of an officer certificate by each of WillScot and Mobile Mini to the other certifying satisfaction of certain closing conditions and (xiii) the absence of a material adverse effect on the other party (see the section entitled "The Merger Agreement—Representations and Warranties; Material Adverse Effect" beginning on page 164 of this joint proxy statement/prospectus for the definition of material adverse effect). For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Merger, see the section entitled "The Merger Agreement—Conditions to Completion of the Merger" beginning on page 176 of this joint proxy statement/prospectus. There can be no assurance that the conditions to completion of the Merger will be satisfied or waived or that the Merger will be completed.

30


Table of Contents

The Merger is subject to the expiration or termination of applicable waiting periods and the DOJ or FTC may impose conditions that could have an adverse effect on WillScot, Mobile Mini or the Combined Company or, if not obtained, could prevent completion of the Merger.

        Before the Merger may be completed, any applicable waiting periods (and any extensions thereof) under the HSR Act relating to the completion of the Merger must have expired or been terminated. WillScot and Mobile Mini filed their respective Notification and Report Forms pursuant to the HSR Act, and the waiting period will expire at 11:59 p.m. Eastern Time on May 27, 2020 unless earlier terminated or otherwise extended.

        Under the Merger Agreement, WillScot and Mobile Mini have agreed to use their respective reasonable best efforts to obtain all consents required to be obtained from any governmental authority that are necessary, proper or advisable to consummate the Merger. However, neither WillScot nor Mobile Mini is required to agree to or commit to any actions that individually or in the aggregate would, or could reasonably be expected to have, a material adverse effect on the condition (financial or otherwise), assets, liabilities, business or results of operations of the Combined Company. For a more detailed description of WillScot's and Mobile Mini's obligations to obtain required regulatory authorizations and approvals, see the section entitled "The Merger Agreement—Covenants and Agreements—Efforts to Obtain Regulatory Approval."

        In addition, at any time before or after the completion of the Merger, and notwithstanding the expiration or termination of applicable waiting periods, the DOJ or FTC or any state attorney general could take such action under the antitrust laws as such party deems necessary or desirable in the public interest. Such action could include, among other things, seeking to enjoin the completion of the Merger, to rescind the Merger or to conditionally permit the completion of the Merger subject to regulatory conditions or other remedies. In addition, in some circumstances, a third party could initiate a private action challenging, seeking to enjoin, or seeking to impose conditions on the Merger. WillScot and Mobile Mini may not prevail and may incur significant costs in defending or settling any such action.

        For a more detailed description of the regulatory review process, see the section entitled "The Merger—Regulatory Approvals."

        There can be no assurance that the conditions to the completion of the Merger set forth in the Merger Agreement relating to applicable antitrust laws will be satisfied.

Failure to complete the Merger could negatively impact the stock price and the future business and financial results of WillScot and Mobile Mini.

        If the Merger is not completed for any reason, including as a result of Mobile Mini stockholders failing to approve the Mobile Mini Merger Proposal or WillScot stockholders failing to approve the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal, the ongoing businesses of Mobile Mini and WillScot may be materially and adversely affected and, without realizing any of the benefits of having completed the Merger, Mobile Mini and WillScot would be subject to a number of risks, including the following:

31


Table of Contents

        There can be no assurance that the risks described above will not materialize. If any of those risks materialize, they may materially and adversely affect WillScot's and/or Mobile Mini's businesses, financial condition, financial results, ratings, stock prices and/or bond prices.

        In addition, WillScot and Mobile Mini could be subject to litigation related to any failure to complete the Merger or related to any proceeding to specifically enforce WillScot's or Mobile Mini's obligation to perform their respective obligations under the Merger Agreement. If the Merger is not completed, these risks may materialize and may materially and adversely affect WillScot's and/or Mobile Mini's businesses, financial condition, financial results, ratings, stock prices and/or bond prices.

The Merger Agreement contains provisions that may make it more difficult for WillScot and Mobile Mini to pursue alternatives to the Merger.

        The Merger Agreement contains provisions that make it more difficult for Mobile Mini to sell its business to a party other than WillScot, or for WillScot to sell its business. These provisions include a general prohibition on each of WillScot and Mobile Mini soliciting any acquisition proposal. Further, there are only limited exceptions to each of WillScot's and Mobile Mini's agreement that its board of directors will not withdraw or modify in a manner adverse to the other the recommendation of its board of directors in favor of the WillScot Proposals or the Mobile Mini Proposals, as applicable, and the other generally has a right to match any acquisition proposal that may be made. However, at any time prior to the approval of the WillScot Proposals or the Mobile Mini Proposals, as applicable, each of WillScot's and Mobile Mini's board of directors is permitted to take certain of these actions if it determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable law. See the sections entitled "The Merger Agreement—Covenants and Agreements—No Solicitation of Alternative Transactions" and "The Merger Agreement—Covenants and Agreements—Changes in Board Recommendation" beginning on pages 169 and 171, respectively, of this joint proxy statement/prospectus.

        The parties believe these provisions are reasonable and not preclusive of other offers, but these restrictions might discourage a third party that has an interest in acquiring all or a significant part of either Mobile Mini or WillScot from considering or proposing that acquisition, even if that party were prepared to pay consideration with a higher per-share value than the currently proposed Merger Consideration, in the case of Mobile Mini, or that party were prepared to enter into an agreement that

32


Table of Contents

may be favorable to WillScot or its stockholders, in the case of WillScot. Furthermore, the termination fees described below may result in a potential competing acquirer proposing to pay a lower per-share price to acquire WillScot or Mobile Mini, as applicable, than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable by such party in certain circumstances.

The Exchange Ratio is fixed and will not be adjusted in the event of any change in either WillScot's or Mobile Mini's stock price.

        The Exchange Ratio of 2.4050 is fixed, which means that it will not change between now and the Effective Time, regardless of whether the market price of either Mobile Mini Common Stock or WillScot Class A Common Stock changes. Upon completion of the Merger, each issued and outstanding share of Mobile Mini Common Stock (other than treasury shares held by Mobile Mini or its subsidiaries) will be converted into the right to 2.4050 shares of WillScot Class A Common Stock (and, if applicable, cash in lieu of fractional shares). Therefore, the value of the Merger Consideration will depend on the market price of the WillScot Class A Common Stock at the Effective Time.

        The market price of the WillScot Class A Common Stock has fluctuated since the date of the announcement of the Merger Agreement and may continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the WillScot special meeting, the Mobile Mini special meeting, the Effective Time and thereafter (at such time it will have been reclassified as and converted into Combined Company Common Stock). The market value of the Merger Consideration to be issued at the Effective Time will not be known at the time of the WillScot special meeting or the Mobile Mini special meeting. Therefore, current and historical market prices of WillScot Class A Common Stock may not reflect the value that Mobile Mini stockholders will receive in the Merger, and the current stock price quotations for Mobile Mini Common Stock and WillScot Class A Common Stock may not provide meaningful information to WillScot stockholders in determining whether to approve the WillScot Proposals or to Mobile Mini stockholders in determining whether to approve the Mobile Mini Proposals. Both WillScot Class A Common Stock and Mobile Mini Common Stock are traded on Nasdaq under the symbols "WSC" and "MINI," respectively.

        We cannot assure you that, following the Merger, the market prices of Combined Company Common Stock will equal or exceed what the combined market price of WillScot Class A Common Stock and Mobile Mini Common Stock would have been in the absence of the Merger. It is possible that after the Merger, the combined equity value of the Combined Company will be less than the combined equity value of WillScot and Mobile Mini before the Merger. WillScot stockholders and Mobile Mini stockholders are encouraged to review carefully the other information contained or incorporated by reference in this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information."

WillScot's and Mobile Mini's business relationships may be subject to disruption due to uncertainty associated with the Merger.

        Parties with which WillScot or Mobile Mini does business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with WillScot, Mobile Mini or the Combined Company. WillScot's and Mobile Mini's business relationships may be subject to disruption as customers, vendors and others may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than WillScot, Mobile Mini or the Combined Company. These disruptions could have a material adverse effect on the businesses, financial condition, results of operations or prospects of WillScot, Mobile Mini and/or the Combined Company, including a material adverse effect on the Combined Company's ability to realize the anticipated benefits of the Merger. The risk and adverse effect of such disruptions could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

33


Table of Contents

Uncertainties associated with the Merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the Combined Company following the Effective Time.

        WillScot and Mobile Mini are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The Combined Company's success after the completion of the Merger will depend in part upon the ability of the Combined Company to retain certain key management personnel and employees of WillScot and Mobile Mini. Prior to the Effective Time, current and prospective employees of WillScot and Mobile Mini may experience uncertainty about their roles following the Merger, which may have an adverse effect on the ability of each of WillScot and Mobile Mini to attract or retain key management and other key personnel. In addition, no assurance can be given that the Combined Company, after the completion of the Merger, will be able to attract or retain key management personnel and other key employees to the same extent that WillScot and Mobile Mini have previously been able to attract or retain their own employees.

The unaudited pro forma condensed combined financial information and prospective financial information included in this joint proxy statement/prospectus is presented for illustrative purposes only and does not represent the actual financial position or results of operations of the Combined Company following completion of the Merger.

        The unaudited pro forma condensed combined financial information and prospective financial information contained in this joint proxy statement/prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and does not represent the actual financial position or results of operations of WillScot and Mobile Mini prior to the Merger or that of the Combined Company following the Merger for several reasons. Among other things, the unaudited pro forma condensed combined financial information does not reflect the projected realization of cost savings following completion of the Merger projected integration costs, restructuring costs or any changes in applicable law. See the sections entitled "Unaudited Pro Forma Condensed Combined Financial Information," "The Merger—Certain Unaudited Prospective Financial Information" and "Comparative Historical and Unaudited Pro Forma Per Share Data" beginning on pages 202, 129 and 26, respectively, of this joint proxy statement/prospectus. The actual financial positions and results of operations of Mobile Mini and WillScot prior to the Merger and that of the Combined Company following the Merger may not be consistent with, or evident from, the unaudited pro forma condensed combined financial information or prospective financial information included in this joint proxy statement/prospectus. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information and/or the prospective financial information included in this joint proxy statement/prospectus may not be realized and may be affected by other factors. The underlying assumptions were generally based on information and market factors known to WillScot management and Mobile Mini management as of February 23, 2020 (and, as a result do not include any adjustments for the impact or potential impact of any events that took place thereafter, including, but not limited to, the impact of COVID-19 or disruptions in the oil and gas market). Any significant changes in the market price of shares of WillScot Class A Common Stock may cause a significant change in the purchase price used for WillScot's accounting purposes and the pro forma condensed combined financial information contained in this joint proxy statement/prospectus.

WillScot's and Mobile Mini's executive officers and directors have interests in the Merger that may be different from your interests as a WillScot stockholder or Mobile Mini stockholder.

        When considering the recommendation of the WillScot Board that WillScot stockholders vote in favor of the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal and the recommendation of the Mobile Mini Board that Mobile Mini stockholders vote in favor of the Mobile Mini Merger Proposal, WillScot stockholders and Mobile Mini stockholders should be aware that the executive officers and directors of WillScot and Mobile Mini have interests in the

34


Table of Contents

Merger that may be different from, or in addition to, the interests of WillScot stockholders or Mobile Mini stockholders, as applicable, generally. The WillScot Board was aware of the interests of WillScot's directors and executive officers, the Mobile Mini Board was aware of the interests of Mobile Mini's directors and executive officers, and each board considered such interests, among other matters, when it approved the Merger Agreement and in making its recommendations to its respective stockholders. Additional interests of the directors and executive officers of WillScot in the Merger include the payment of certain severance and other benefits upon a qualifying termination of employment following the completion of the Merger, the designation of Bradley Soultz, Chief Executive Officer of WillScot, as the Chief Executive Officer of the Combined Company pursuant to the terms of an employment agreement with WillScot that will become effective at the Effective Time, the designation of Timothy Boswell, Chief Financial Officer of WillScot, as the Chief Financial Officer of the Combined Company pursuant to the terms of an employment agreement with WillScot that will become effective at the Effective Time, and that, at the Effective Time, the Combined Company Board will consist of 11 directors, including six WillScot Continuing Directors, two of whom are also TDR Continuing Directors. Additional interests of the directors and executive officers of Mobile Mini include the treatment in the Merger of Mobile Mini equity-based awards held by one director and/or executive officers, as applicable, certain severance payments and other benefits that Mobile Mini executive officers are entitled to receive upon a qualifying termination of employment following the completion of the Merger, the designation of Kelly Williams, President and Chief Executive Officer of Mobile Mini, as the President and Chief Operating Officer of the Combined Company pursuant to the terms of an employment agreement with WillScot that will become effective at the Effective Time, the designation of Christopher Miner, General Counsel of Mobile Mini, as the Senior Vice President, General Counsel and Secretary of the Combined Company pursuant to the terms of an employment agreement with WillScot that will become effective at the Effective Time, that, at the Effective Time, the Combined Company Board will consist of 11 directors, including five Mobile Mini Continuing Directors, and rights to continuing indemnification and directors' and officers' liability insurance for current and former directors and executive officers. See "The Merger—Interests of Certain of WillScot's Directors and Executive Officers in the Merger" and "The Merger—Interests of Mobile Mini's Directors and Executive Officers in the Merger" beginning on pages 139 and 145, respectively, of this joint proxy statement/prospectus for a more detailed description of these interests. As a result of these interests, directors and executive officers might be more likely to support and to vote in favor of the proposals described in this joint proxy statement/prospectus than if they did not have these interests. WillScot stockholders and Mobile Mini stockholders should consider whether their interests might have influenced directors and executive officers to recommend adopting the Merger Agreement.

The opinions of the respective financial advisors of the WillScot Board, the WillScot Special Committee and the Mobile Mini Board do not reflect changes in circumstances that may have occurred or that may occur between the signing of the Merger Agreement and the Effective Time.

        None of the WillScot Board, the WillScot Special Committee or the Mobile Mini Board has obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus, nor do any of them expect to receive updated, revised or reaffirmed opinions prior to the Effective Time. Changes in the operations and prospects of WillScot or Mobile Mini, general market and economic conditions and other factors that may be beyond the control of WillScot or Mobile Mini, and on which such financial advisors' opinions were based, may significantly alter the value of WillScot, Mobile Mini, the share price of WillScot Class A Common Stock by the Effective Time, or the anticipated benefits of the Merger. The opinions were made solely as of their respective dates and do not speak as of any other date, including the date of this joint proxy statement/prospectus or the date on which the Merger will be completed. Because such financial advisors will not be updating their opinions, the opinions will not address the fairness of the Merger Consideration from a financial point of view at the Effective Time. The WillScot Board's recommendation that WillScot stockholders approve the WillScot Proposals and the Mobile Mini Board's recommendation that Mobile

35


Table of Contents

Mini stockholders approve the Mobile Mini Proposals, however, were made as of the date of the Merger Agreement and are also made as of the date of this joint proxy statement/prospectus. For a description of the opinions that the WillScot Board, the WillScot Special Committee and the Mobile Mini Board received from their respective financial advisors, see the sections entitled "The Merger—Opinions of WillScot's Financial Advisors" and "The Merger—Opinions of Mobile Mini's Financial Advisors."

Following the Merger, the composition of the Combined Company Board will be different from the composition of the current WillScot Board or the current Mobile Mini Board.

        The WillScot Board currently consists of seven directors and the Mobile Mini Board currently consists of 11 directors. Upon completion of the Merger, the Combined Company Board will consist of 11 directors, including six WillScot Continuing Directors (two of whom are TDR Continuing Directors) and five Mobile Mini Continuing Directors. See the section entitled "The Merger—Governance of the Combined Company" beginning on page 152 of this joint proxy statement/prospectus. This new composition of the Combined Company Board may affect the future decisions of the Combined Company.

Litigation relating to the Merger that has been filed or may be filed against the WillScot Board, the WillScot Special Committee and/or the Mobile Mini Board that could prevent or delay the closing and/or result in the payment of damages following the closing.

        As of April 30, 2020, three complaints have been filed by purported Mobile Mini stockholders challenging the Merger. The complaints generally assert claims under Sections 14(a) and 20(a) of the Exchange Act challenging the adequacy of certain disclosures made in the joint proxy statement/prospectus which forms part of the registration statement on Form S-4 filed with the SEC on April 17, 2020. The complaints seek, among other relief, an injunction preventing Mobile Mini from consummating the transaction, damages in the event that the Merger is consummated, and attorneys' fees. For a more detailed description of litigation in connection with the Merger, see the section entitled "The Merger—Litigation Relating to the Merger."

        The outcome of these lawsuits or any other lawsuit that may be filed challenging the Merger is uncertain and any of these lawsuits and potential other lawsuits could prevent or delay the closing and/or result in substantial costs to WillScot and/or Mobile Mini. Any such actions may create uncertainty relating to the Merger and may be costly and distracting to management. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the Effective Time may adversely affect the Combined Company's business, financial condition, results of operations and cash flows.

If the Merger fails to qualify as a tax-free reorganization for U.S. federal income tax purposes, U.S. holders of shares of Mobile Mini Common Stock may recognize gain or loss for U.S. federal income tax purposes as a result of the Merger.

        The obligations of WillScot and Mobile Mini to complete the Merger are conditioned upon the receipt by each of WillScot and Mobile Mini of an opinion of its respective outside counsel to the effect that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. If the Merger qualifies as a "reorganization," U.S. holders of shares of Mobile Mini Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the receipt of WillScot Class A Common Stock in exchange for Mobile Mini Common Stock in the Merger (other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of WillScot Class A Common Stock). The qualification of the Merger as a "reorganization" depends on numerous facts and circumstances, some of which are not known as of the date of this joint proxy statement/prospectus, and are outside of the parties' control. In addition, opinions of counsel are not

36


Table of Contents

binding on the IRS or any court, and the IRS or a court may disagree with the conclusions in such opinions of counsel. If the Merger did not qualify as a "reorganization," U.S. holders of shares of Mobile Mini Common Stock generally would recognize gain or loss for U.S. federal income tax purposes on the receipt of WillScot Class A Common Stock in exchange for Mobile Mini Common Stock in the Merger. See the section entitled "The Merger—Material U.S. Federal Income Tax Consequences of the Merger" below for a more detailed discussion of the U.S. federal income tax consequences of the Merger to U.S. holders of shares of Mobile Mini Common Stock if the Merger does not qualify as a "reorganization."

In the event volatile securities markets cause a decrease in the value of the shares of WillScot Class A Common Stock pledged by Sapphire Holding under its margin loan arrangement, such decrease would permit the lenders thereunder to foreclose on any such shares of WillScot Class A Common Stock. Any such foreclosure will result in such shares of WillScot Class A Common Stock no longer being subject to the Voting Agreement.

        The Voting Agreement provides, among other things, that Sapphire Holding will vote all of its shares of WillScot Common Stock in favor of the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal, subject to certain conditions. As previously disclosed, in August 2018, Sapphire Holding pledged all of its shares of WillScot Class A Common Stock as security for a margin loan (the "TDR Margin Loan"), under which Sapphire Holding borrowed $125.0 million dollars. As of March 16, 2020, Sapphire Holding owned approximately 49 million shares of WillScot Class A Common Stock, or 45% of the total issued and outstanding shares of WillScot Class A Common Stock, as of such date, all of which are currently pledged under the terms of the TDR Margin Loan. Any foreclosure under the TDR Margin Loan will result in such shares of WillScot Class A Common Stock no longer being subject to the Voting Agreement. The shares of WillScot Class A Common Stock held by Sapphire Holding constitute a substantial portion of the shares of WillScot Common Stock subject to the Voting Agreement. If such shares of WillScot Class A Common Stock cease to be subject to the Voting Agreement, this could increase uncertainty with respect to receiving the requisite approvals of WillScot stockholders in respect of the Merger, including the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal. See "Risk Factors—Risks Relating to Our Capital Structure—Our principal stockholder controls a significant amount of our common stock and has substantial control over our business, and it may take actions or have interests that are adverse to or conflict with those of our other stockholders," in the WillScot 10-K for additional information.

Risks Related to the Combined Company

After the completion of the Merger, the Combined Company may fail to realize the anticipated benefits and cost savings of the Merger, which could adversely affect the value of the shares of Combined Company Common Stock.

        The success of the Merger will depend, in part, on the Combined Company's ability to realize the anticipated benefits, including synergies, cost savings and operational efficiencies from combining the businesses of WillScot and Mobile Mini. The Combined Company's ability to realize these anticipated benefits and cost savings is subject to certain risks, including:

37


Table of Contents

        If the Combined Company is not able to successfully integrate the business of Mobile Mini within the anticipated time frame, or at all, or the costs of such combination exceed the current expectation, the anticipated cost savings and other benefits of the Merger may not be realized fully or may take longer to realize than expected, the Combined Company may not perform as expected and the value of the shares of Combined Company Common Stock may be adversely affected.

        WillScot and Mobile Mini have operated and, until completion of the Merger will continue to operate, independently, and there can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key WillScot or Mobile Mini employees, the disruption of either company's or both companies' ongoing businesses or in unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed in integrating the operations of WillScot and Mobile Mini in order to realize the anticipated benefits of the Merger so the Combined Company performs as expected include, among other things:

        Some of these factors will be outside of WillScot's and/or Mobile Mini's control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and other adverse impacts which could materially affect the Combined Company's financial position, results of operations and cash flows.

        In addition, at times, the attention of certain members of each company's management and each company's resources may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company's ongoing business and the business of the Combined Company.

Upon the completion of the Merger, Mobile Mini stockholders and WillScot stockholders will have different rights under the Combined Company's governing documents than they currently have under Mobile Mini's and WillScot's governing documents, respectively.

        Upon the completion of the Merger, Mobile Mini stockholders will no longer be stockholders of Mobile Mini, but will instead become stockholders of the Combined Company and their rights as

38


Table of Contents

stockholders will be governed by the terms of the A&R Charter and the A&R Bylaws. The terms of the A&R Charter and the A&R Bylaws will be in some respects different than the terms of Mobile Mini's certificate of incorporation and bylaws, which currently govern the rights of Mobile Mini stockholders. Because the certificate of incorporation and bylaws of WillScot are being amended and restated in connection with the Merger, the rights of WillScot stockholders will also change, as the terms of the A&R Charter and the A&R Bylaws will be in some respects different than the terms of WillScot's certificate of incorporation and bylaws, which currently govern the rights of WillScot stockholders. For a more complete description of the different rights associated with shares of Mobile Mini Common Stock and shares of Combined Company Common Stock, see the section entitled "Comparison of the Rights of Stockholders."

Current WillScot stockholders and Mobile Mini stockholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over the management of the Combined Company.

        Upon completion of the Merger, WillScot expects to issue approximately 106.7 million shares of WillScot Class A Common Stock to Mobile Mini stockholders in connection with the transactions contemplated by the Merger Agreement, and immediately thereafter such shares of WillScot Class A Common Stock will become shares of Combined Company Common Stock upon the filing of the certificate of merger. As a result, it is expected that, immediately after completion of the Merger, former Mobile Mini stockholders will own approximately 46% of the outstanding shares of Combined Company Common Stock, and pre-Merger WillScot stockholders will own approximately 54% of the outstanding shares of Combined Company Common Stock. Consequently, current WillScot stockholders and Mobile Mini stockholders in the aggregate will have less influence over the management and policies of the Combined Company than they currently have over the management and policies of WillScot and Mobile Mini, respectively.

The TDR Parties control a significant number of shares of WillScot Common Stock and, following the Merger, will continue to control a significant number of shares of Combined Company Common Stock, providing such parties with substantial influence over the Combined Company's business.

        Upon completion of the Merger, the TDR Parties are expected to beneficially own approximately 26% of the issued and outstanding shares of Combined Company Common Stock and two directors nominated by the TDR Parties will serve on the Combined Company Board. As a result, the TDR Parties may have substantial influence over matters requiring approval by the Combined Company stockholders, including the election and removal of directors, amendments to the A&R Charter and the A&R Bylaws, any proposed merger, consolidation or sale of all or substantially all of the Combined Company's assets and other corporate transactions. The TDR Parties may have interests that are different from those of other stockholders.

        The TDR Parties' ownership of the shares of Combined Company Common Stock may adversely affect the trading price for the Combined Company Common Stock to the extent investors perceive disadvantages in owning shares of a company with a significant stockholder or in the event Sapphire Holding's takes any action with its shares that could result in an adverse impact on the price of the Combined Company Common Stock, including a sale of any portion of their shares of the Combined Company Common Stock.

The future results of the Combined Company may be adversely impacted if the Combined Company does not effectively manage its expanded operations following completion of the Merger.

        Following completion of the Merger, the size of the Combined Company's business will be significantly larger than the current size of either WillScot's or Mobile Mini's respective businesses. The Combined Company's ability to successfully manage this expanded business will depend, in part, upon management's ability to implement an effective integration of the two companies and its ability to

39


Table of Contents

manage a combined business with significantly larger size and scope with the associated increased costs and complexity. There can be no assurances that the management of the Combined Company will be successful or that the Combined Company will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Merger.

Each of WillScot and Mobile Mini expects to incur substantial expenses related to the completion of the Merger and the integration of the businesses of WillScot and Mobile Mini.

        Each of WillScot and Mobile Mini will incur substantial expenses in connection with the completion of the Merger to integrate a large number of processes, policies, procedures, operations, technologies and systems of WillScot and Mobile Mini. The substantial majority of these costs will be non-recurring expenses related to the transactions contemplated under the Merger Agreement and the ancillary agreements and facilities and systems consolidation costs. The Combined Company may incur additional costs or suffer loss of business under third-party contracts that are terminated or that contain change in control or other provisions that may be triggered by the completion of the Merger, and/or losses of, or decreases in orders by, customers, and may also incur costs to retain certain key management personnel and employees. WillScot and Mobile Mini will also incur transaction fees and costs related to formulating integration plans for the combined business, and the execution of these plans may lead to additional unanticipated costs and time delays. These incremental transaction-related costs may exceed the savings the Combined Company expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term and in the event there are material unanticipated costs. Factors beyond the parties' control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.

The market price of shares of Combined Company Common Stock after the Merger may be affected by factors different from those that are currently affecting or historically have affected the market price of shares of Mobile Mini Common Stock.

        Upon completion of the Merger, holders of Mobile Mini Common Stock will become holders of shares of the WillScot Class A Common Stock, which will immediately thereafter become shares of Combined Company Common Stock upon the filing of the certificate of merger. The market price of Combined Company Common Stock may fluctuate significantly following completion of the Merger, and holders of Mobile Mini Common Stock could lose the value of their investment in Combined Company Common Stock. The issuance of shares of WillScot Class A Common Stock in the Merger could on its own have the effect of depressing the market price of shares of WillScot Class A Common Stock, which will immediately thereafter become shares of Combined Company Common Stock upon the filing of the certificate of merger. In addition, many Mobile Mini stockholders may decide not to hold the shares of WillScot Class A Common Stock they receive as a result of the Merger. Other Mobile Mini stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of WillScot Class A Common Stock they receive as a result of the Merger. Any such sales of WillScot Class A Common Stock could have the effect of depressing the market price of shares of WillScot Class A Common Stock, which will immediately thereafter become shares of Combined Company Common Stock upon the filing of the certificate of merger. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, WillScot Class A Common Stock, regardless of WillScot's actual operating performance.

        The business of WillScot differs from that of Mobile Mini in important respects and, accordingly, the results of operations of the Combined Company after the Merger, as well as the market price of shares of Combined Company Common Stock, may be affected by factors different from those that are currently affecting, historically have affected or would in the future affect the results of operations of Mobile Mini as a stand-alone public company, as well as the market price of shares of Mobile Mini

40


Table of Contents

Common Stock. For further information on the respective businesses of WillScot and Mobile Mini and certain factors to consider in connection with those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under "Where You Can Find More Information" beginning on page 260 of this joint proxy statement/prospectus.

The credit ratings of the Combined Company may be impacted by the additional indebtedness WillScot expects to incur in connection with the Merger and any negative impact on credit ratings may impact the cost and availability of future borrowings and, accordingly, the cost of capital of the Combined Company.

        A company's credit ratings at any time will reflect each rating organization's then opinion of the financial strength, operating performance and ability to meet debt obligations of that company. The additional indebtedness WillScot expects to incur in connection with the Merger, as contemplated in the Merger Agreement, may result in a negative change to credit ratings of WillScot prior to the Effective Time and of the Combined Company after the Effective Time, including a potential downgrading. Any reduction in credit ratings may limit the Combined Company's ability to borrow at interest rates consistent with the interest rates that have been available to WillScot prior to the Merger and the related debt financing. If credit ratings of the Combined Company are further downgraded or put on watch for a potential downgrade, the Combined Company may not be able to sell additional debt securities or borrow money in the amounts, at the times or interest rates or upon the more favorable terms and conditions that might be available if the current credit ratings of WillScot were maintained.

The A&R Charter will designate the state courts within the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by the Combined Company stockholders (or, if the state courts of the State of Delaware lacks jurisdiction, the federal district court for the District of Delaware), which could discourage lawsuits against the Combined Company and its directors, officers and employees.

        The A&R Charter will include an exclusive forum provision, which will provide that unless the Combined Company Board or one of its duly authorized committees approves in writing to the selection of an alternative forum, the sole and exclusive forum for various types of suits will be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware). Such suits will include:

        To the fullest extent permitted by law, this exclusive forum provision will apply to state and federal law claims although the Combined Company stockholders will not be deemed to have waived the Combined Company's compliance with the federal securities laws and the rules and regulations thereunder. The enforceability of similar choice of forum provisions in other companies' bylaws has been challenged in legal proceedings, and the Delaware courts have held that such provisions are valid as they relate to internal affairs claims, such as claims alleging breaches of fiduciary duty or violations

41


Table of Contents

of the DGCL, a certificate of incorporation, or bylaws, but are not valid to govern external claims, including claims under the Securities Act.

        This exclusive forum provision may limit the ability of the Combined Company stockholders to commence litigation in a forum that they prefer, which may discourage such lawsuits against the Combined Company and its current or former directors, officers and employees. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, the Combined Company may incur additional costs associated with resolving such matters in other jurisdictions, which could negatively affect its business, results of operations and financial condition.

Other Risk Factors

Declining general economic or business conditions, including as a result of the COVID-19 pandemic, may have a negative impact on the businesses of WillScot, Mobile Mini and the Combined Company.

        Continuing concerns over economic and business prospects in the US and around the world have contributed to increased volatility and diminished expectations for the global economy. These factors, coupled with the prospect of decreased business and consumer confidence and increased unemployment resulting from the COVID-19 pandemic, may precipitate an economic slowdown and recession. If the economic climate deteriorates, the businesses of WillScot, Mobile Mini and the Combined Company, including each company's ability to continue to grow its business organically or through additional acquisitions and integration of acquired businesses, as well as the financial condition of customers, suppliers and lenders, could be adversely affected, resulting in a negative impact on the business, financial condition, results of operations and cash flows of each of WillScot, Mobile Mini and the Combined Company.

Risks related to WillScot and Mobile Mini.

        WillScot and Mobile Mini are, and following completion of the Merger the Combined Company will continue to be, subject to the risks described in Part I, Item 1A in the WillScot 10-K, and Part I, Item 1A in the Mobile Mini 10-K, as updated by WillScot's and Mobile Mini's respective Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and future filings with the SEC, in each case, incorporated by reference into this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 260 of this joint proxy statement/prospectus.

42


Table of Contents


THE PARTIES TO THE MERGER

WillScot Corporation

        Headquartered in Baltimore, Maryland, WillScot is a market leader in the North America specialty rental services industry. WillScot provides innovative modular space and portable storage solutions to diverse end markets utilizing a branch network of approximately 120 locations throughout the United States, Canada and Mexico.

        With roots dating back more than 60 years, WillScot leases modular space and portable storage units to customers in the commercial and industrial, construction, education, energy and natural resources, government and other end markets. WillScot delivers "Ready to Work" solutions through its growing offering of VAPS, such as the rental of steps, ramps, and furniture packages, damage waivers and other amenities. These turnkey solutions offer customers flexible, low-cost and timely solutions to meet their space needs on an outsourced basis. WillScot complements its core leasing business by selling both new and used units, allowing it to leverage its scale, achieve purchasing benefits and redeploy capital employed in its lease fleet.

        WillScot is the holding company for Williams Scotsman family of companies. All of WillScot's assets and operations are owned through WSHC. WillScot owns 91% of WSHC, and Sapphire Holding owns the remaining 9%.

        WillScot's modular space and portable storage units are used to meet a broad range of customer needs. WillScot's units are made of wood, steel, or aluminum frames mounted on a steel chassis, and typically range in size from 8 to 14 feet in width and 16 to 70 feet in length. Most units are equipped with air conditioning and heating, electrical and Ethernet cable outlets and, if necessary, plumbing facilities. WillScot's units are transported by truck, either towed (if fitted with axles and hitches) or mounted on flat-bed trailers. Additionally, WillScot offers VAPS along with its lease fleet in order to deliver "Ready to Work" solutions to its customers.

Modular Space Solutions

        Panelized and Stackable Offices.    WillScot's FlexTM panelized and stackable offices are the next generation of modular space technology and offer maximum flexibility and design configurations. These units provide a modern, innovative design, smaller footprint, ground level access and interchangeable panels, including all glass panels that allow customers to configure the space to their precise requirements. These units have the ability to expand upwards (up to three stories) and outwards.

        Single-Wide Modular Space Units.    Single-wide modular space units include mobile offices and sales offices. These units offer maximum ease of installation and removal and are deployed across the broadest range of applications in our fleet. These units typically have "open interiors" which can be modified using movable partitions, and include tile floors, air conditioning and heating units, partitions and, if requested, toilet facilities.

        Section Modulars and Redi-Plex.    Section modulars are two or more units combined into one structure. Redi-Plex complexes offer advanced versatility for large, open floor plans or custom layouts with private offices. Redi-Plex is built with clearspan construction, which eliminates interference from support columns and allows for up to sixty feet of open building width and building lengths that increase in 12-foot increments, based on the number of units coupled together. WillScot's proprietary design meets a wide range of national and state building, electrical, mechanical and plumbing codes, which creates versatility in fleet management.

        Classrooms.    Classroom units are generally double-wide units adapted specifically for use by school systems or universities. Classroom units usually feature teaching aids, air conditioning/heating units, windows and, if requested, toilet facilities.

43


Table of Contents

        Container Offices.    Container offices are International Organization for Standardization ("ISO") certified shipping containers that we convert for office use. They provide safe, secure, ground-level access with fully welded weather-resistant steel corrugated exteriors and exterior window guards made of welded steel and tamper-proof screws. Container offices are available in 20 and 40 foot lengths and in a combination of office and storage floor plans, or all-office floor plans.

        Other Modular Space.    WillScot offers a range of other specialty products that vary across regions and provide flexibility to serve demands for local markets. Examples include toilet facilities to complement office and classroom units, guard houses, dormitories, and dining facilities.

Portable Storage Solutions

        Storage units are typically ISO shipping containers with swing doors that are repurposed for commercial storage applications. These units are primarily ground-level entry, windowless storage containers made of heavy exterior metals for secure storage and water tightness.

VAPS

        WillScot offers a thoughtfully curated portfolio of VAPS that make modular space and portable storage units more productive, comfortable, secure and "Ready to Work" for its customers. WillScot leases furniture, steps, ramps, basic appliances, internet connectivity devices and other items to its customers for use in connection with its products. WillScot also offers its lease customers a damage waiver program that protects them in case the leased unit is damaged. For customers who do not select the damage waiver program, WillScot bills them for the cost of repairs above and beyond normal wear and tear.

Delivery, Installation and Removal

        WillScot provides delivery, site-work, installation, disassembly, unhooking and removal, and other services to our customers for an additional fee as part of our leasing and sales operations. Typically, units are placed on temporary foundations constructed by our in-house service technicians or subcontractors. These in-house service technicians or subcontractors also generally install any ancillary products and VAPS.

        WillScot's principal executive offices are located at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231 and its telephone number is (410) 931-6000. WillScot's website address is www.willscot.com. Information contained on WillScot's website does not constitute part of this joint proxy statement/prospectus. WillScot's Class A Common Stock is publicly traded on Nasdaq, under the ticker symbol "WSC." Additional information about WillScot is included in documents incorporated by reference in this joint proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information."

Mobile Mini, Inc.

        Mobile Mini is the world's leading provider of portable storage solutions, and is committed to providing its customers with superior service and access to a high-quality and diverse fleet. It is also a leading provider of specialty containment solutions in the United States. Its mission is to uphold its leadership positions in portable storage solutions to customers throughout North America and the United Kingdom and become the provider of choice for specialty containment products in the United States.

        Mobile Mini, founded in 1983, focuses on renting rather than selling its units, with rental revenues representing approximately 95% of its total revenues for the year ended December 31, 2019. Mobile Mini believes this strategy provides it with predictable, recurring revenue. Additionally, its assets have

44


Table of Contents

long useful lives, low maintenance and generally maintain their value throughout their useful lives. Mobile Mini also sells new and used units and provide delivery, installation and other ancillary products and value-added services.

        Mobile Mini's business is comprised primarily of two product categories:

        Storage Solutions.    This category consists of Mobile Mini's container and ground level office product offerings. Mobile Mini offers a wide range of Storage Solutions products in varying lengths and widths with an assortment of differentiated features such as patented locking systems, premium doors, electrical wiring and shelving. Mobile Mini's Storage Solutions products provide secure, accessible storage for a diversified client base of approximately 74,000 customers across various industries, including construction, retail and consumer services, industrial, commercial and governmental. Mobile Mini's customers use these products for a wide variety of storage applications, including construction materials and equipment, retail and manufacturing inventory, maintenance supplies, documents and records, household goods, and as portable offices.

        Tank & Pump Solutions.    Mobile Mini's Tank & Pump Solutions products consist primarily of liquid and solid containment units, pumps and filtration equipment. Additionally, Mobile Mini provides an offering to its customers of value-added services designed to enhance the efficiency of managing liquid and solid waste. The client base for Mobile Mini's Tank & Pump Solutions products includes customers in specialty industries, such as chemical, refinery, oil and natural gas drilling, mining and environmental.

        As of December 31, 2019, Mobile Mini's network includes 120 Storage Solutions locations, 20 Tank & Pump Solutions locations and 16 combined locations. Included in Mobile Mini's Storage Solutions network are 15 locations in the United Kingdom, where Mobile Mini is a leading provider, and two in Canada. Mobile Mini's Storage Solutions fleet consists of approximately 200,200 units, and Mobile Mini's Tank & Pump Solutions business has a fleet of approximately 12,700 units.

        Mobile Mini is incorporated in the state of Delaware and its principal executive offices are located at 4646 E. Van Buren Street, Suite 400, Phoenix, Arizona 85008 and its telephone number is (480) 894-6311. Mobile Mini's website address is www.mobilemini.com. Information contained on Mobile Mini's website does not constitute part of this joint proxy statement/prospectus. Mobile Mini's stock is publicly traded on Nasdaq, under the ticker symbol "MINI." Additional information about Mobile Mini is included in documents incorporated by reference in this joint proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information."

Picasso Merger Sub, Inc.

        Picasso Merger Sub, Inc., a wholly owned subsidiary of WillScot, is a Delaware corporation incorporated on February 27, 2020 for the purpose of effecting the Merger. Picasso Merger Sub, Inc. has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement. The principal executive offices of Picasso Merger Sub, Inc. are located at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231 and its telephone number is (410) 931-6000.

45


Table of Contents


THE MERGER

        The following is a discussion of the Merger. The descriptions of the Merger Agreement, the A&R Charter and the A&R Bylaws in this section and elsewhere in this joint proxy statement/prospectus are qualified in their entirety by reference to the complete text of the Merger Agreement, the A&R Charter, and the A&R Bylaws, copies of which are attached as Annex A, Annex B and Annex C respectively, and are incorporated by reference into this joint proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement, the A&R Charter and the A&R Bylaws carefully and in their entirety. This section is not intended to provide you with any factual information about WillScot or Mobile Mini. Such information can be found elsewhere in this joint proxy statement/prospectus and in the public filings WillScot and Mobile Mini make with the SEC that are incorporated by reference into this joint proxy statement/prospectus, as described in the section entitled "Where You Can Find More Information."

Background of the Merger

        The management and board of directors of each of WillScot and Mobile Mini regularly review and discuss the performance, risks, strategy and competitive position of, as well as strategic opportunities available to, their respective companies. In addition, the management and board of directors of each of WillScot and Mobile Mini regularly review and evaluate the possibility of pursuing various strategic opportunities and relationships as part of their respective companies' ongoing efforts to strengthen their respective overall businesses and enhance value for their respective stockholders, taking into account, among other things, economic, competitive, financial and other conditions. Among other strategic options, the WillScot Board and management have from time to time evaluated on a preliminary basis a possible strategic transaction involving Mobile Mini, but did not pursue such a transaction at those times notwithstanding the perceived strategic fit between WillScot's and Mobile Mini's businesses, in light of other business priorities.

        Since November 29, 2017, when WillScot completed the 2017 Business Combination with Double Eagle, a key component of the growth and development of WillScot's business has been the acquisition of several businesses, including Acton Mobile Holdings LLC ("Acton") in 2017, and Onsite Space LLC (d/b/a Tyson Onsite) ("Tyson") and Modular Space Holdings, Inc. ("ModSpace") in 2018. As part of this strategic growth and development planning process, the WillScot Board and management routinely met to discuss and assess a range of potential strategic opportunities and have consistently identified the fragmented portable storage market as a key addressable market for WillScot, and Mobile Mini as a leading participant in this adjacent sector. In 2018, prior to WillScot's acquisition of ModSpace, Mr. Bradley L. Soultz, CEO of WillScot, and Mr. Timothy D. Boswell, CFO of WillScot presented to the WillScot Board regarding the company's ongoing strategy assessments relating to the storage business and the importance of pursuing scale in that business. The WillScot Board determined that growth of the storage business was of significant strategic interest and indicated that the management team should continue to pursue potential opportunities to grow WillScot's storage business. From the fall of 2018 to the summer of 2019, the WillScot Board and management continued their ongoing review of WillScot's existing portfolio and considered a range of strategic growth and development opportunities for the company, including potential opportunities raised by or discussed with other members of the investment community at industry conferences. During this period, the WillScot Board also received periodic updates from WillScot management regarding various potential opportunities and strategic transactions with a range of counterparties, including Mobile Mini. Throughout this time, the WillScot Board and management also consulted the company's legal advisor, Allen & Overy, and certain financial and other advisors. During WillScot's first quarter 2019 earnings call, Mr. Soultz publicly discussed WillScot's interest in potentially expanding into the portable storage business. Mr. Soultz further indicated during WillScot's third quarter 2019 earnings call that the portable storage business would be a key part of WillScot's expansion plans.

46


Table of Contents

        Beginning in the first quarter of 2019 and continuing into the fourth quarter of 2019, Mobile Mini management evaluated various acquisition opportunities within the company's existing business lines and geographic footprint. In particular, during the first quarter of 2019, Mobile Mini was approached regarding two potential strategic transactions that fit this criteria. In connection with evaluating these opportunities as well as the potential business combination with WillScot, Mobile Mini retained various advisors, including Davis Polk as its legal advisor, Barclays as its financial advisor, and Duff & Phelps, LLC ("Duff & Phelps") to assist it with financial and accounting due diligence. Subsequently, Mobile Mini retained Goldman Sachs as a joint financial advisor with Barclays. Mobile Mini's engagement of Duff & Phelps was formalized in an engagement letter dated May 8, 2019 and its engagements of Barclays and Goldman Sachs were formalized in various engagement letters throughout the period.

        On April 9, 2019, following acknowledgement by the WillScot Board in December 2018 that the TDR Parties could have a conflict of interest with respect to certain potential strategic transactions that might be available to WillScot, the WillScot Board reconvened and confirmed the establishment of a special committee of independent directors (the "WillScot Special Committee") for the purpose of reviewing, evaluating and discussing WillScot's strategic opportunities for growth and development through acquisitions or other transactions. The WillScot Special Committee was established to address any potential conflicts of interest or related party transaction considerations that could arise in connection with any such transactions. In connection with the formation of the WillScot Special Committee, the WillScot Board delegated to the WillScot Special Committee the power and authority of the WillScot Board to take actions with respect to, among other things, negotiating, approving and rejecting any acquisition or strategic transaction, to the extent necessary to address any potential conflicts of interest or other related party transaction considerations applicable to such acquisition or strategic transaction. The WillScot Special Committee was comprised of three independent members of the WillScot Board who are also the current members of the company's Audit Committee: Gerard Holthaus, the non-executive Chairman of the WillScot Board, Mark Bartlett and Rebecca Owen. On the same day, the WillScot Special Committee met with representatives of Richards, Layton & Finger, P.A. ("RLF"), legal counsel to the Audit Committee and the WillScot Special Committee, in attendance, and discussed the potential costs and benefits of certain of WillScot's strategic options and plans for next steps.

        Following the April 9, 2019 meeting of the WillScot Special Committee, Mr. Holthaus reached out to the then-CEO of Mobile Mini, Mr. Erik Olsson, about meeting for dinner to discuss, among other things, a potential business combination between WillScot and Mobile Mini. Messrs. Holthaus and Olsson were familiar with each other and had previously discussed, via telephone, the respective businesses of WillScot and Mobile Mini and the industries in which their businesses operate. Mobile Mini's senior management recognized that a combination with WillScot would involve a shift in Mobile Mini's growth strategy due to the companies' complementary but distinct businesses. However, Mobile Mini's senior management team also recognized the merits of undertaking an evaluation of such a combination in conjunction with Mobile Mini's ongoing assessment of the other strategic transactions it had been pursuing throughout the year.

        On April 16, 2019, Messrs. Holthaus and Olsson met in Phoenix, Arizona to discuss, among other things, a potential business combination between WillScot and Mobile Mini. Messrs. Holthaus and Olsson both indicated that they believed a business combination could potentially provide significant benefits to both companies' stockholders, as well as to customers of their respective companies, and they agreed that it would be worthwhile to undertake a preliminary evaluation of a potential combination. In order to determine whether further discussions were warranted, Messrs. Holthaus and Olsson agreed that WillScot and Mobile Mini should enter into a mutual confidentiality agreement to permit the exchange of confidential information necessary to evaluate the potential cost synergies of a business combination.

47


Table of Contents

        On April 18, 2019, the Mobile Mini Board held a regularly scheduled meeting. At the meeting, Mr. Kelly Williams, the then-President and COO of Mobile Mini, presented to the Mobile Mini Board on various strategic matters, including improvements to sales and operations and strategic merger and acquisition opportunities. Mr. Williams then led the Mobile Mini Board in a lengthy discussion regarding the two strategic transactions that Mobile Mini management had evaluated throughout the first quarter of 2019. The Mobile Mini Board then discussed the potential strategic value and opportunity of each transaction. Mr. Olsson then reported on his discussion and meeting with Mr. Holthaus. At the conclusion of the meeting, the Mobile Mini Board directed Mobile Mini management to continue pursuing both strategic transactions as well as exploring the possibility of a transaction with WillScot.

        On April 30, 2019, WillScot and Mobile Mini entered into a Mutual Confidentiality Agreement (the "Confidentiality Agreement"), pursuant to which both parties agreed to, among other things, a mutual standstill in respect of the other party's securities, governance and management, except as otherwise contemplated by the proposed business combination and related debt financing, until April 30, 2021.

        On May 2, 2019, the WillScot Board held a meeting during which Mr. Holthaus reported on his April 16, 2019 meeting with Mr. Olsson and highlighted both companies' interest in further evaluating the potential synergies that could result from a business combination. WillScot management also reviewed and discussed other potential strategic opportunities available to WillScot. The WillScot Board directed WillScot management to conduct a comprehensive assessment of the potential operational synergies from a combination with Mobile Mini and at the same time to continue to explore other strategic opportunities, in accordance with WillScot's business strategy.

        On May 3, 2019, Mr. Holthaus sent an email to Mr. Olsson proposing that the WillScot and Mobile Mini management teams meet in person to discuss exploring the potential cost synergies that could be obtained in a business combination.

        On May 6, 2019, WillScot engaged FTI Consulting, Inc. to support WillScot management's analysis of the potential operational synergies that could be achieved through a combination with Mobile Mini.

        On May 9, 2019, Mr. Christopher Miner, Senior Vice President and General Counsel of Mobile Mini, spoke by telephone with Mr. Soultz to finalize arrangements for a meeting between the management teams to be held on May 14, 2019. Also on May 9, 2019, Mr. Holthaus spoke by telephone with representatives from Morgan Stanley to discuss the potential for Morgan Stanley to provide certain financial advisory services to WillScot in relation to a potential combination of WillScot and Mobile Mini.

        On May 14, 2019, certain members of Mobile Mini management, including Mr. Van Welch, CFO, Mr. Miner, Mr. Brian Decker, Vice President of Asset Management, and Mr. George Weathers, Vice President of Finance, spoke by telephone with certain members of WillScot management, including Mr. Boswell and Mr. Matthew Jacobson, Vice President of Finance, to discuss the financial modeling of potential cost synergies that could be obtained in a business combination of the two companies.

        On May 23, 2019, the WillScot Special Committee met with representatives of RLF and certain members of WillScot management to discuss updates with respect to certain potential strategic acquisition opportunities available to WillScot and desired plans for next steps.

        Throughout the month of May 2019, members of Mobile Mini management actively engaged with Mobile Mini's advisors regarding discussions and meetings with the two counterparties to the two potential strategic transactions they were pursuing on behalf of Mobile Mini as well as keeping them apprised of the preliminary discussions with members of WillScot management regarding a transaction with WillScot, including initial estimated cost synergies.

48


Table of Contents

        In order to enable the Mobile Mini Board to provide more frequent feedback to Mobile Mini management and coordinate the pursuit of the various possible acquisition and business combination opportunities that Mobile Mini was evaluating, on June 3, 2019, the Mobile Mini Board formed an ad-hoc Finance Committee consisting of Lawrence Trachtenberg, Stephen A. McConnell and Michael W. Upchurch (the "Finance Committee"). The Finance Committee met with Mobile Mini management (and, on occasion, with representatives of Barclays) five times between early June and late September 2019 to review the various potential transactions under consideration by Mobile Mini, during which Mobile Mini management updated the Finance Committee on their discussions with the potential counterparties, and discussed their analyses of the potential for each transaction to create long-term value for Mobile Mini stockholders.

        On June 3, 2019 and June 4, 2019, members of the WillScot and Mobile Mini management teams met in Chicago, Illinois to share and discuss their respective cost synergy analyses and estimated operational synergies from a potential combination of the two companies. At this meeting, the management teams also discussed and agreed on the importance of comprehensive IT systems diligence and on reaching agreement with respect to an IT systems integration plan for the potential business combination.

        On June 11, 2019, Mr. Holthaus spoke by telephone with representatives from Morgan Stanley about participating in a presentation to the WillScot Board regarding certain financial and operational measures and synergy analyses relating to a possible combination with Mobile Mini. On this same day, Mr. Soultz hosted a telephonic meeting with Mr. Miner and certain senior members of each company's IT management teams relating to an assessment of each company's IT systems and the potential risks and benefits to an IT systems integration. Following this call, on June 13, 2019, the chief information officers of each of WillScot and Mobile Mini met in person and proceeded to conduct systems evaluations of their respective IT platforms over the following weeks.

        On June 18, 2019, the WillScot Board held a meeting, following its annual stockholders meeting, during which members of WillScot management reported on the status of discussions with Mobile Mini and certain other potential strategic opportunities. Representatives of Morgan Stanley provided an analysis of a potential combination with Mobile Mini, including an overview of Mobile Mini's business and financial performance, potential synergies and value creation opportunities from a potential combination, valuation analyses assuming an all-stock transaction, governance matters, and proposed next steps. Following the meeting and with the support of the WillScot Board, on June 19, 2019, Messrs. Soultz and Miner discussed arranging a management meeting in July. On June 24, 2019, Mr. Holthaus spoke by telephone with Mr. Olsson about the feasibility and strategic rationale of a potential combination between WillScot and Mobile Mini and potential next steps to further analyze and evaluate potential synergies.

        On July 12, 2019, members of the WillScot and Mobile Mini management teams held a follow-up meeting in Denver, Colorado to refine their respective analyses of the potential cost synergies from a business combination between the two companies and to discuss the results from the IT systems evaluation and related discussions in June 2019. As a result of the preliminary cost synergy discussions and evaluation, each party identified different ranges for the potential cost synergy opportunity from a business combination, driven in part by the different operating structures of each company's respective lines of business, including Mobile Mini's branch operating network for the portable storage business, which Mobile Mini's senior management believes is key to the ongoing success of such business.

        On July 18, 2019, the WillScot Board held a meeting, during which it received an update from WillScot management on certain potential strategic opportunities for the company, including a potential transaction with Mobile Mini and details on the initial communications regarding potential cost synergies between the management teams of WillScot and Mobile Mini at the July 12 meeting. The WillScot Board further discussed various business, valuation and economic considerations relating to a potential transaction between WillScot and Mobile Mini.

49


Table of Contents

        On July 22, 2019, Messrs. Olsson, Williams and Welch met with representatives of The Donerail Group ("Donerail") in Phoenix, Arizona, at Donerail's request. At the meeting, the representatives of Donerail represented that they had recently become a large stockholder of Mobile Mini. After reviewing various possible strategic options Mobile Mini had, they recommended that Mobile Mini explore a transaction with WillScot and offered to help with financing should Mobile Mini wish to acquire WillScot. Following Donerail's presentation, Messrs. Olsson, Williams and Welch thanked the Donerail representatives for sharing their perspectives and noted that Mobile Mini is always receptive to hearing ideas and perspectives from its stockholders. The representatives from Donerail expressed their strong support for Mobile Mini management and the company's operational achievements and asked to have a continuing dialogue.

        At a regularly scheduled Mobile Mini Board meeting on July 24, 2019, Mobile Mini management presented its preliminary findings from the meetings between the WillScot and Mobile Mini management teams, including the differences between the two companies' initial cost synergy estimates and operational structures, specifically with respect to Mobile Mini's branch operations in its storage business. Mobile Mini management also discussed other challenges and risks in a business combination with WillScot, including that, in the opinion of Mobile Mini's management, Mobile Mini was more advanced in the adoption and implementation of technology such that aligning the two companies' processes and information technology systems could require significant investment and could involve certain operational risk, and that the work to date had not encompassed identifying the potential revenue opportunities from being able to serve each other's customers. Following a lengthy discussion, the Mobile Mini Board instructed Mobile Mini management to prioritize its efforts on one of the strategic transactions that Mobile Mini had previously identified as opportunities for growth within the company's current business lines and geographic footprint. On July 24, 2019, Mr. Olsson telephoned Mr. Holthaus to inform him that Mobile Mini was ceasing discussions due to the differences in the companies' initial synergy estimates and operating structures.

        On July 31, 2019, representatives of Donerail spoke with Messrs. Olsson, Williams and Welch by phone to review Mobile Mini's recently announced financial results for the second quarter of fiscal year 2019. The Donerail representatives applauded Mobile Mini's quarterly results and again proposed the company explore a transaction with WillScot. The Mobile Mini management team members noted, however, that based upon the work completed to that date, they and the Mobile Mini Board were not convinced of the strategic rationale for, and benefits for Mobile Mini stockholders from, a business combination with WillScot. The Donerail representatives raised other potential transactions and urged Mobile Mini to consider large transactions.

        On August 1, 2019, Messrs. Olsson, Williams and Welch met with representatives of Elliott Management Corporation ("Elliott") in Phoenix, Arizona, at Elliott's request. At the meeting, the representatives of Elliott represented that they had recently become a larger stockholder of Mobile Mini. They voiced their support for Mobile Mini's operational performance but articulated their concerns with Mobile Mini's historical stock performance and advocated that Mobile Mini explore a potential combination with WillScot. Following Elliott's presentation, Messrs. Olsson, Williams and Welch thanked the Elliot representatives for sharing their thoughts and noted that Mobile Mini is always receptive to hearing ideas and perspectives from its stockholders.

        Throughout the summer and fall of 2019, Mobile Mini met with various stockholders as a part of its regular stockholder outreach activities, including through individual meetings and investor conferences. Despite Mobile Mini's ongoing positive financial results, Mobile Mini management received feedback from several Mobile Mini stockholders that the trading price of Mobile Mini Common Stock was not reacting to such results due, in part, to a lack of a larger financial scale and growth prospects. Additionally, during the first three fiscal quarters of 2019, Mobile Mini's managed services offering, which bundles multiple products (including mobile offices, fencing, toilets and other products) with its core container and ground level office products, continued to grow significantly and

50


Table of Contents

Mobile Mini management recognized that total job site servicing was becoming important for many of Mobile Mini's customers.

        As Mobile Mini management discussed the stockholder feedback and evolution of customer needs, Mobile Mini management recognized that a potential combination with WillScot could provide scale and growth opportunities that could benefit Mobile Mini stockholders. Since the differences between Mobile Mini's and WillScot's estimated ranges of potential cost synergies following the July meeting had been driven in part by the companies' different operating structures across their respective lines of business, after discussion with Mr. Olsson, Mr. Williams reached out to Mr. Holthaus on August 12, 2019 to discuss the importance of Mobile Mini's branch operating network. The conclusion of the discussion was that the parties should meet in person to discuss again a potential business combination.

        Despite active engagement throughout the summer and continuing into the fall of 2019 with each of the counterparties to the two transactions which Mobile Mini had identified as opportunities for growth within the company's current business lines and geographic footprint, Mobile Mini was unsuccessful in reaching a definitive agreement with respect to either transaction. For one of the proposed transactions, Mobile Mini was unwilling to pay the cash price that the successful bidder ultimately agreed to pay having concluded that such a price was not in the best interests of Mobile Mini stockholders. With respect to the other proposed transaction, despite extensive engagement and numerous bids, discussions stalled in the fall of 2019 after Mobile Mini and the counterparty in such proposed transaction were unable to reach agreement on price, structure and terms for an executable agreement, and no transaction was ultimately announced by the counterparty.

        In response to uncertainties surrounding the transactions Mobile Mini was evaluating, including a potential business combination with WillScot, Mobile Mini decided to undertake a strategic review.

        On August 29, 2019 and September 9, 2019, the WillScot Special Committee held meetings with representatives of RLF and certain members of WillScot management in attendance to discuss updates with respect to certain potential strategic acquisition opportunities available to WillScot, including a potential combination with Mobile Mini, among others, and whether, and under what terms, such opportunities could be in the best interests of WillScot and its stockholders at such time. The WillScot Special Committee engaged in strategic discussions relating to the various potential acquisition opportunities and, consistent with WillScot's ongoing growth strategy, determined to continue to pursue several of the potential opportunities.

        On September 11, 2019, Reuters published a report that Donerail was pushing Mobile Mini to explore strategic alternatives, including a potential sale.

        Beginning in September 2019, as Mobile Mini engaged with WillScot on a possible transaction, the Mobile Mini Board dissolved the Finance Committee and Mobile Mini management began holding regular update calls and meetings with the Mobile Mini Board to review various aspects of the potential transaction, including discussions, analysis, governance, process and potential value to Mobile Mini stockholders. Between September 2019 and the signing of the Merger Agreement in March 2020, Mobile Mini management held ten update calls with the Mobile Mini Board, in addition to the meetings of the Mobile Mini Board described below.

        From September to December 2019, members of the management teams of WillScot and Mobile Mini, as well as representatives of Morgan Stanley, Barclays and Goldman Sachs, continued to discuss a potential combination and the process for continuing to evaluate such combination. Throughout this period, Messrs. Holthaus and Olsson regularly discussed the potential cost synergies and overall feasibility of a potential combination of WillScot and Mobile Mini, as well as the terms of such potential combination, including details around the potential synergies of a combination, the potential exchange ratio in a stock-for-stock transaction, a range of corporate governance and organizational matters for the Combined Company, mutual due diligence, and structure and preparation of transaction documentation. Mr. Holthaus continued to provide periodic updates to the WillScot Special Committee

51


Table of Contents

and the WillScot Board and their respective legal and other advisors, from time to time, regarding the transaction discussions, terms and status. Mr. Holthaus also spoke by telephone with representatives of the TDR Parties about certain transaction matters pertaining to the TDR Parties and their views on the transaction.

        Following Mr. Williams' August 12, 2019 conversation with Mr. Holthaus, on September 12, 2019, Messrs. Olsson and Williams met in New York, New York with Messrs. Holthaus and Soultz to discuss the companies' respective operating structures across their respective lines of business and potential cross-selling opportunities, align WillScot's and Mobile Mini's analyses of cost and operational synergies from a business combination, and further explore the possibility of a business combination. During the meeting, Messrs. Holthaus and Soultz agreed with Mobile Mini's views on the importance of leveraging Mobile Mini's branch operating network in any potential transaction. Following the meeting, Mr. Holthaus informed Mr. Olsson that WillScot remained interested in a business combination with Mobile Mini and that, subject to consultation and authorization from the WillScot Board, WillScot intended to send a letter to Mobile Mini communicating a specific proposal for a business combination. Mr. Olsson's assessment of the discussions at the meeting was that WillScot would be willing to pay a premium relative to Mobile Mini's then-current stock price. The parties agreed to jointly engage a third party to conduct a "clean room" analysis of the job sites where each company had units on rent (by product) in order to assist each company with its own evaluation of the business combination. This analysis was later performed by Grant Thornton LLP ("Grant Thornton"), as discussed below.

        Later that same day, Messrs. Olsson and Williams again met with representatives of Elliott in New York, New York, at Elliott's request. The Elliott representatives reiterated their views regarding the potential for substantial value creation for Mobile Mini's stockholders in a business combination with WillScot and provided their perspectives on the incremental revenue opportunities from the unmet needs of customers served by only one of the two companies as well as the potential cost synergies in such a transaction.

        On September 13, 2019 and September 14, 2019, Messrs. Holthaus and Olsson spoke by telephone and further discussed the potential business combination. Mr. Olsson indicated that Mobile Mini was willing to further discuss a potential combination.

        On September 16, 2019, the WillScot Special Committee held a meeting with representatives of RLF and certain members of WillScot management to discuss the potential combination with Mobile Mini and other strategic opportunities, including whether there was an opportunity to realize WillScot's interest in expanding into the portable storage market through submitting an offer to combine with Mobile Mini, particularly in light of the publication of a press report on September 11, 2019 that one of Mobile Mini's stockholders was pushing Mobile Mini to explore a sale of the company. The WillScot Special Committee discussed the possibility that WillScot would submit to Mobile Mini a non-binding offer to acquire Mobile Mini and considered the potential timeline for a response from Mobile Mini to such possible offer.

        On September 18, 2019, the WillScot Board held a meeting with representatives of Morgan Stanley and Allen & Overy in attendance, during which it received an update from Mr. Holthaus and WillScot management regarding the potential business combination with Mobile Mini. Representatives of Morgan Stanley provided a preliminary overview of the proposed combination, including, among other things, the strategic rationale, anticipated synergies, valuation metrics and proposed terms of an offer to Mobile Mini. Representatives of Allen & Overy discussed with the WillScot Board various legal considerations in connection with considering a potential transaction with Mobile Mini. Following discussions among the directors and with WillScot's advisors and deliberation by the WillScot Board, the WillScot Board authorized Mr. Holthaus, on behalf of WillScot, to submit a non-binding offer to the Mobile Mini Board proposing a stock-for-stock transaction structure under which WillScot would acquire all outstanding shares of Mobile Mini Common Stock at an exchange ratio of 2.324 shares of WillScot Class A Common Stock for each share of Mobile Mini Common Stock, reflecting a value of

52


Table of Contents

$37.00 per share of Mobile Mini Common Stock, based upon the $15.92 per share closing price of WillScot Class A Common Stock on September 17, 2019.

        Later that day, as authorized by the WillScot Board, Mr. Holthaus sent the Mobile Mini Board a proposal, subject to confirmatory due diligence, to acquire 100% of the Mobile Mini Common Stock at a fixed exchange ratio of 2.324 shares of WillScot Class A Common Stock for each share of Mobile Mini Common Stock. WillScot equated its proposal to a premium of 15.1% to the closing price of Mobile Mini Common Stock on September 9, 2019, the last trading day prior to the publication of the press report on September 11, 2019 that one of Mobile Mini's stockholders was pushing Mobile Mini to explore a sale, and a premium of 20% to the 20-day volume weighted average price of Mobile Mini Common Stock from August 12, 2019 to September 9, 2019. The proposal also offered for up to 20% of the merger consideration to be in cash.

        As negotiations with WillScot progressed throughout the fall, Mobile Mini continued to engage extensively with various other stockholders, some of whom expressed a preference for Mobile Mini to continue to pursue its standalone business. Representatives of Elliott also engaged more frequently with Mobile Mini management during this period, including through letters sent on September 24, 2019 and September 30, 2019, both of which advocated for a merger with WillScot in lieu of an alternative transaction that Mobile Mini was rumored to be pursuing at the time. In support of its letters, Elliott provided Mobile Mini with a report from a leading independent consulting firm evaluating the strategic benefits and synergy opportunities from a combination with WillScot. Similarly, representatives of Donerail also continued to engage with Mobile Mini, including through a letter dated September 25, 2019 which described a combination with WillScot as one of the most attractive deals Donerail has ever seen and characterized it as a once in a generation transformational opportunity to create value that is superior to an alternative transaction that Mobile Mini might be pursuing. Donerail's position was that even a zero-premium merger could deliver superior risk-weighted value than any other alternative that Donerail had analyzed.

        As previously announced on May 6, 2019, effective October 1, 2019, Mr. Olsson retired as CEO of Mobile Mini and assumed the position of Chairman of the Mobile Mini Board. Mr. Williams succeeded Mr. Olsson as President and CEO of Mobile Mini.

        On October 1, 2019, the Mobile Mini Board held a meeting attended by Mobile Mini's senior management and representatives of Barclays, Goldman Sachs and Davis Polk. At the meeting, Mobile Mini management presented the company's third quarter financials for 2019. Following the Mobile Mini Board's discussion of the company's results, a representative of Davis Polk discussed the Mobile Mini Board's fiduciary duties and other legal considerations with respect to the various strategic alternatives that the Mobile Mini Board was considering.

        Mobile Mini management provided the Mobile Mini Board with its assessment of the strategic rationale, considerations and synergy opportunity of various strategic alternatives relative to Mobile Mini's standalone business. Representatives of Barclays and Goldman Sachs then jointly presented their assessments of Mobile Mini's strategic alternatives, including a potential sale of Mobile Mini to either a strategic or private equity buyer, WillScot's business combination proposal, Mobile Mini's ongoing pursuit of a strategic acquisition of a business within Mobile Mini's current business lines and geographic footprint, the divestiture of certain business units (whether alone or in combination with a strategic acquisition) and the continued operation of Mobile Mini as a standalone business (including the possibility of incremental stock buybacks). After careful review and discussion by the directors, both among themselves and with the members of Mobile Mini management and representatives of Barclays, Goldman Sachs and Davis Polk, the Mobile Mini Board instructed Mobile Mini management and its advisors to engage with WillScot to understand the synergy assumptions underlying its proposal, its proposal for the governance of the Combined Company, the anticipated role that the TDR Parties (as WillScot's largest stockholder) would play in the Combined Company, and WillScot's anticipated timeline and due diligence plan. The Mobile Mini Board also remained supportive of management and

53


Table of Contents

its advisors continuing to pursue the strategic acquisition of a business within Mobile Mini's current business lines and geographic footprint.

        On October 3, 2019, Mobile Mini sent a letter to WillScot. In the letter, Mobile Mini acknowledged receipt of WillScot's September 18, 2019 proposal but did not respond to such proposal and instead requested clarification on WillScot's assumed synergies, including the timing to achieve the run-rate synergies and associated costs to achieve such synergies; financial assumptions, including anticipated pro forma EBITDA and net debt to EBITDA ratio; valuation methodology; and the proposed governance of the Combined Company, including the proposed board of directors and management of the Combined Company, the rights and restrictions applicable to the TDR Parties following a business combination, the treatment of WillScot's dual-class stock structure, and the plan to address any potential impact on the Combined Company of WillScot's disclosed risks relating to the TDR Margin Loan. The October 3, 2019 letter also requested that the two companies' legal advisors undertake an assessment of execution risks and a transaction timetable.

        On October 8, 2019 and October 9, 2019, following consultation with the WillScot Board, representatives of Morgan Stanley, at the direction of WillScot, responded to Mobile Mini's October 3, 2019 letter by sending reciprocal transaction-related questions to Mobile Mini, including, among other things, requests for certain non-public information from Mobile Mini, including revenue and EBITDA forecasts relative to analyst estimates, segment revenue and EBITDA forecasts, various key performance indicators and other financial metrics, capital spending plans, future net debt estimates and potential debt breakage costs. However, Mobile Mini indicated that it believed that it was premature to be sharing this non-public information, preferring instead to continue discussions based upon the information then available to the parties.

        On October 16, 2019, Mobile Mini's and WillScot's Chairmen and CEOs, WillScot's CFO and representatives of Barclays, Goldman Sachs and Morgan Stanley met in New York, New York to discuss the strategic rationale of a potential combination of the two companies, the potential synergies therefrom and the matters raised in Mobile Mini's October 3, 2019 letter. At the meeting, at the request of WillScot management, Morgan Stanley also shared its preliminary financial analyses of the proposed transaction. At the conclusion of the meeting, representatives of Barclays and Goldman Sachs informed the WillScot representatives that they were not prepared to recommend WillScot's initial proposed exchange ratio to the Mobile Mini Board. In response, Mr. Holthaus acknowledged that, subject to consultation with and authorization from the WillScot Board, as well as consultation with the WillScot management team and the company's advisors and receipt of any additional information deemed to be required by WillScot, WillScot would provide a revised proposal. On the same day, Messrs. Holthaus and Olsson met separately to discuss certain corporate governance matters of the Combined Company, including the rights and obligations of the TDR Parties in the Combined Company, as well as other items raised in Mobile Mini's October 3, 2019 letter.

        On October 24, 2019, Messrs. Soultz and Williams discussed by telephone the merits of the potential transaction, including cost synergies, and certain other transaction considerations, including field operating structure and IT systems. On that same day, Mr. Olsson met in London, England with Gary Lindsay and Stephen Robertson, representatives of the TDR Parties, to discuss the potential transaction. At the meeting, the participants discussed, among other things, the respective parties' views on synergies, governance structure and the importance of beginning the third party "clean room" analysis in order to assist each company with its own evaluation of the potential business combination.

        As previously agreed in September 2019, the parties jointly engaged Grant Thornton to conduct the customer-job site analysis, which engagement was formalized in an engagement letter dated October 25, 2019. In order to facilitate the analysis, the parties concurrently entered into a clean team agreement with Grant Thornton pursuant to which only permitted representatives of Grant Thornton were given access to competitively sensitive information regarding certain financial, management and operational aspects of the other party's business. Throughout November and December 2019, Grant

54


Table of Contents

Thornton undertook an analysis of the customer delivery sites where each company had units on rent (by product) as of a single date. Each party used this analysis to generate its own view of customer needs at each site for the other party's products.

        Concurrent with the discussions between WillScot's and Mobile Mini's management teams in October 2019, representatives of Morgan Stanley, Allen & Overy, Barclays, Goldman Sachs and Davis Polk assisted the companies in undertaking an assessment of execution risks and preparing a proposed transaction timetable.

        On October 25, 2019, the WillScot Board held a meeting with certain members of WillScot management in attendance, at which the WillScot Board engaged in a detailed discussion of a number of potential strategic acquisitions and other opportunities available to WillScot, including a potential refinancing of the company. Members of the WillScot Board asked questions of management and discussed amongst themselves.

        In response to a request of the Mobile Mini Board, representatives of Barclays and Goldman Sachs evaluated an alternative transaction structure in which WillScot would be acquired by Mobile Mini and, on November 5, 2019, discussed the results of such analysis with Mobile Mini management. Representatives of Barclays, Goldman Sachs and Mobile Mini management discussed, among other things, Mobile Mini's balance sheet capacity to finance the cash portion of such an offer, the transaction premium that WillScot may expect its stockholders to receive and dilution to Mobile Mini stockholders in the event outside capital would be necessary to fund the cash component of an offer. Mobile Mini management and representatives of Barclays and Goldman Sachs then discussed the identified challenges to such a transaction structure, including that WillScot's existing leverage levels would constrain the ability of the Combined Company to incur debt to pay cash consideration to WillScot stockholders; that WillScot may expect a higher change of control premium than may be expected in an all-stock merger structure; and that third party capital would only be available at dilutive terms and pricing to Mobile Mini. As a result of such discussions, Mobile Mini management determined that, although theoretically feasible, an acquisition of WillScot by Mobile Mini would be unlikely to result in the best economic impact for Mobile Mini stockholders compared to other structures for a combination of WillScot and Mobile Mini. Mobile Mini management conveyed these conclusions to the Mobile Mini Board during the following Mobile Mini Board update call.

        On November 8, 2019, Mr. Williams met with Mr. Lindsay in London, England in regards to the proposed transaction. During the meeting, they discussed the merits of the potential transaction and potential governance structure of the Combined Company.

        Also on November 8 2019, Mr. Holthaus contacted Mr. Olsson to request an exchange of certain non-public information, including internal projections between WillScot and Mobile Mini so that the WillScot Board could provide a revised exchange ratio. Mr. Olsson declined to exchange internal projections, and communicated Mobile Mini's view that any revised exchange ratio should be prepared based on publicly available information and the discussions to date. During such call, Mr. Holthaus also discussed WillScot's views on management structure, transaction value and other transaction considerations.

        On November 14, 2019, the WillScot Board held a meeting to discuss the potential transaction with Mobile Mini, including public reports that certain Mobile Mini stockholders were pushing Mobile Mini for a combination between WillScot and Mobile Mini. Representatives of Morgan Stanley reviewed the status of the potential transaction with the WillScot Board, including the strategic rationale, corporate governance considerations, potential synergy opportunities, the potential exchange ratio and related economics, potential transaction risks, and proposed next steps for the WillScot Board to consider.

55


Table of Contents

        On November 14, 2019, Elliott filed a Schedule 13F with the SEC confirming it beneficially owned approximately two million shares of Mobile Mini Common Stock (representing approximately 4.5% of the then-outstanding Mobile Mini Common Stock).

        On November 15, 2019, as authorized by the WillScot Board, WillScot executed an engagement letter with Morgan Stanley for Morgan Stanley to formally act as a financial advisor to WillScot in connection with a possible combination with Mobile Mini.

        On November 18, 2019 and November 19, 2019, Mobile Mini management and representatives of Barclays and Goldman Sachs discussed WillScot's September 18, 2019 proposal and deal valuation in light of Mobile Mini's strong financial performance during the third fiscal quarter of 2019 and a material increase in the trading price of WillScot Class A Common Stock at the end of the prior week. On these same two days, Messrs. Olsson and Williams each met separately with Mr. Soultz in Phoenix, Arizona. During both meetings, the parties discussed, among other things, finalizing the approach to cost synergies, the operating structure of the Combined Company, a potential combined IT system and the location of the Combined Company's headquarters.

        Following these meetings, representatives of Barclays and Goldman Sachs spoke with representatives of Morgan Stanley and reiterated that, while discussions to date had been productive, neither would recommend to Mobile Mini that it exchange financial forecast information with WillScot until Mobile Mini received an increased exchange ratio offer from WillScot.

        On November 20, 2019, Mr. Olsson spoke with Mr. Holthaus and agreed to give WillScot a general sense of Mobile Mini management forecasts as compared to analyst expectations in order to enable WillScot to consider an increase to its exchange ratio offer.

        As a result of these discussions, Mr. Williams called Mr. Holthaus on November 24, 2019 to discuss Mobile Mini's view of WillScot's proposal and to request a revised proposal reflecting the discussions between Mobile Mini management and WillScot management and information provided by Mobile Mini management since WillScot's initial proposal on September 18, 2019. At the end of their discussion, Mr. Holthaus stated that, assuming that Mobile Mini could give WillScot context around its projected fiscal year 2019 and 2020 performance, and subject to the review and approval of the WillScot Board, WillScot would send an updated and enhanced proposal to Mobile Mini and endeavor to send such proposal in advance of Mobile Mini's next regularly scheduled Board meeting on December 11, 2019.

        On November 25, 2019, members of Mobile Mini management and representatives of Barclays and Goldman Sachs held a conference call with members of WillScot management and representatives of Morgan Stanley. Mobile Mini management reviewed its "Evergreen Model" (which reflected operations driving revenue and EBITDA growth while driving significant returns for Mobile Mini stockholders), analyst expectations for fiscal year 2019 and 2020, including with respect to revenue, margins, net capital expenditures, free cash flow, EBITDA, leverage and return on capital employed, and whether Mobile Mini management forecasted at such time that it would meet, exceed or fall short of such analyst expectations. Later that day, Mr. Holthaus met with Mr. Williams to continue discussions around various aspects of the potential combination, including executive succession planning and related matters and potential roles for current members of the board of directors and management teams of WillScot and Mobile Mini with the Combined Company.

        On December 2, 2019, the WillScot Board held a meeting and received an update on the potential combination with Mobile Mini. Representatives of Morgan Stanley provided a preliminary overview of the key considerations of the transaction, including anticipated synergies based upon information provided by the management teams of WillScot and Mobile Mini, the proposed exchange ratio and rationale for a revised offer. Following deliberation about these considerations and a series of questions and answers among the members of the WillScot Board and representatives of Morgan Stanley, the WillScot Board authorized Messrs. Holthaus and Soultz to submit a non-binding offer of $40.00 per

56


Table of Contents

share of Mobile Mini Common Stock, based on a fixed exchange ratio of 2.251 and subject to confirmatory due diligence.

        On December 4, 2019, pursuant to the authorization of the WillScot Board, WillScot sent a letter containing a revised proposal to Mobile Mini. The letter proposed an all-stock merger at a fixed exchange rate of 2.251 shares of WillScot Class A Common Stock for each share of Mobile Mini Common Stock, in contrast to the fixed exchange ratio of 2.324 shares in WillScot's September 18, 2019 proposal. WillScot valued its revised proposal at $40.00 per share of Mobile Mini Common Stock based upon the closing price of WillScot Class A Common Stock of $17.77 on December 4, 2019, which WillScot equated to a 24% premium to the unaffected closing price of Mobile Mini Common Stock on September 9, 2019. The letter indicated that Mobile Mini stockholders would own approximately 45% of the Combined Company, as calculated on the date thereof. The letter also included certain proposals with respect to the governance of the Combined Company, including that the number of directors serving on the Combined Company Board would be proportional to the respective ownership of the Combined Company by WillScot and Mobile Mini stockholders, with Mr. Olsson serving as Chairman and Mr. Holthaus serving as Lead Independent Director, and that senior management of the Combined Company would be comprised of Mr. Soultz as CEO, Mr. Williams as COO and Mr. Boswell as CFO. The proposal was expressly conditioned on agreement on all material economic and governance terms as well as the scope of diligence and related timetable by December 20, 2019, with an expectation that a definitive agreement would be announced early in 2020.

        On December 11, 2019, the Mobile Mini Board held a regularly scheduled meeting during which Mobile Mini management and representatives of Barclays and Goldman Sachs provided an update on the strategic alternatives discussed at the October 1, 2019 meeting. Mr. Williams led the directors through a discussion of management's perspectives on Mobile Mini's strategic alternatives. He noted that Mobile Mini's efforts throughout the year to complete a strategic acquisition within its existing business lines and geographic footprint had been unsuccessful and that, in his view and the view of the management team, it was no longer advisable to prioritize that initiative given the outlook from the protracted discussions with the one remaining entity identified as a potential acquisition target. Mr. Williams then focused on the merits of a business combination with WillScot relative to continuing to pursue the company's standalone business plan, alone or in combination with possible divestitures. Mr. Williams informed the Mobile Mini Board that, in his view and the view of the senior management team, Mobile Mini should explore a business combination with WillScot but only on terms that would be value accretive for Mobile Mini stockholders, including the preservation of Mobile Mini's operating model within the Combined Company. In that regard, Mr. Williams noted that the competitive landscape was evolving and that scale was becoming increasingly beneficial. Mr. Williams advised the Mobile Mini Board that he and the rest of the senior management team had concluded that there was a compelling rationale for a combination with WillScot given the expected strategic, operational and financial benefits from the transaction, including greater scale and reach across portable storage and modular space offerings that would produce a unique operating model; complementary offerings that would provide significant cross-selling opportunities in addition to demonstrable cost synergies; a diversified end-market mix which would enhance the company's customer base; and a Combined Company with a strong revenue growth trajectory, rapid deleveraging capability through superior cash flow conversion and synergy benefit, and a healthy capital allocation balance. Mr. Williams and the senior management team also reviewed with the Mobile Mini Board the results of their ongoing cost and revenue synergy evaluations.

        Following management's presentation to the Mobile Mini Board at the December 11, 2019 meeting, representatives of Barclays and Goldman Sachs jointly provided the Mobile Mini Board with their latest assessments of Mobile Mini's strategic alternatives, including a potential sale of Mobile Mini to either a strategic or private equity buyer, a stock-for-stock business combination with WillScot, the divestiture of certain business lines and the continued operation of Mobile Mini as a standalone business (including the possibility of incremental stock buybacks). Representatives of Barclays and

57


Table of Contents

Goldman Sachs also reviewed in detail with the Mobile Mini Board WillScot's December 4, 2019 proposal, both on its own merits and by comparison to WillScot's September 18, 2019 proposal, noting in particular the pro forma ownership of the Combined Company by Mobile Mini stockholders implied in each proposal and the evolution in WillScot's position with respect to the expected management and the size of the Combined Company Board. Representatives of Barclays and Goldman Sachs also presented certain preliminary comparisons, based upon Mobile Mini management's projections and then-current assumptions as to the amount of cost synergies, of the relative value creation opportunity for Mobile Mini stockholders and WillScot stockholders, and reviewed certain unresolved matters regarding the expected governance of the Combined Company and the expected rights and obligations of the TDR Parties in the Combined Company. Representatives of Barclays and Goldman Sachs also provided the Mobile Mini Board with an analysis of the implied relative contributions of WillScot and Mobile Mini to the Combined Company using certain actual and estimated future financial metrics, including market capitalization, adjusted EBITDA, free cash flow and discounted cash flow.

        At the December 11, 2019 meeting of the Mobile Mini Board, a representative of Davis Polk also reviewed the terms of WillScot's December 4, 2019 proposal and certain issues to be considered in evaluating the proposal, including the implications of the TDR Parties (as WillScot's largest stockholder) having a significant ownership stake in the Combined Company; the implications of WillScot's dual-class stock structure which resulted from an approximately 9% equity interest held by the TDR Parties in WSHC, a subsidiary of WillScot; various requirements that could be proposed to address any potential impact of the TDR Parties' ownership position in the Combined Company on the other stockholders of the Combined Company; the stockholder and regulatory approval requirements of a transaction with WillScot and the possibility for the TDR Parties and WillScot management to provide the WillScot stockholder approval by written consent in connection with the signing of a definitive agreement; the implications of the combination on the debt capital structures of each company; the implications for the Combined Company from WillScot's disclosures of risks to its debt capital structure arising from the TDR Margin Loan; and various matters to be considered in structuring the governance of the Combined Company.

        Following a lengthy discussion on such matters, the Mobile Mini Board decided to pursue a business combination with WillScot, but only on terms that the Mobile Mini Board viewed as being in the best interests of Mobile Mini's stockholders. In that regard, the Mobile Mini Board identified various matters as important considerations for any transaction including the following: the exchange ratio and implied pro forma ownership of the Combined Company; board size and management composition of the Combined Company; protecting the branch operating network and various other aspects of Mobile Mini's operating structure that Mobile Mini's senior management believed were key to the ongoing success of Mobile Mini's portable storage business; Phoenix, Arizona being the headquarters of the Combined Company due to the lower operating costs of that location relative to WillScot's Baltimore, Maryland headquarters; preserving Mobile Mini's SAP technology platform due to senior management's view that Mobile Mini was more advanced in its use of technology in its operations which could be used to advantage WillScot's business; eliminating WillScot's dual-class stock structure from the Combined Company; and ensuring the Combined Company and its stockholders were not subject to material risks associated with having a single large stockholder in the Combined Company. The Mobile Mini Board determined to reconvene on December 13, 2019 to discuss an appropriate counterproposal to WillScot.

        At the December 13, 2019 meeting of the Mobile Mini Board, representatives of Barclays and Goldman Sachs presented two illustrative proposals for a possible business combination between WillScot and Mobile Mini and an illustrative value creation analysis to facilitate discussion of certain considerations in negotiating the terms of a transaction. The two illustrative proposals reflected exchange ratios of 2.50 and 2.40 shares of WillScot Class A Common Stock per share of Mobile Mini Common Stock and varied Combined Company leadership so that the Mobile Mini Board could evaluate the potential trade-offs between the exchange ratio, including the relative value creation

58


Table of Contents

opportunity for Mobile Mini stockholders and WillScot stockholders, and senior management of the Combined Company. In particular, the Mobile Mini Board had previously emphasized that any such transaction must provide for Mr. Williams to be CEO of the Combined Company. The 2.50 exchange ratio approximated the point at which the relative value creation opportunity for WillScot's stockholders was assessed to cross from positive to negative based on Barclays' and Goldman Sachs' evaluation of Mobile Mini management's projections and then-current assumptions as to the amount of cost synergies.

        After a lengthy discussion among the directors, Mobile Mini management and representatives of Barclays and Goldman Sachs, the Mobile Mini Board determined to prioritize the exchange ratio so long as other aspects of the transaction adequately addressed the Mobile Mini Board's concerns underlying the other considerations the Mobile Mini Board had previously identified as important considerations in any transaction with WillScot. Following that determination, the Mobile Mini Board approved a counterproposal to WillScot with a fixed exchange ratio of 2.50 shares of WillScot Class A Common Stock for each share of Mobile Mini Common Stock, implying that 47.6% of the Combined Company would be owned by Mobile Mini stockholders. The counterproposal accepted that Mr. Soultz would be the initial CEO of the Combined Company and that Mr. Williams would be President and COO of the Combined Company, but provided that Mr. Williams would succeed Mr. Soultz as CEO within 18 months of the closing of the transaction. The counterproposal also provided for an 11 member board of directors of the Combined Company, consisting of six members of the existing WillScot Board (including Mr. Soultz and two nominees chosen by the TDR Parties) and five members of the existing Mobile Mini Board (including Mr. Williams and Mr. Olsson, as Chairman). The counterproposal specified Phoenix, Arizona as the corporate headquarters of the Combined Company. The counterproposal contained various restrictions on the TDR Parties with respect to their ownership of the Combined Company, including an indefinite standstill, vote neutralization above 15% ownership of the total outstanding WillScot Common Stock, a one-year lock-up and restrictions on the timing, manner and amount of sales thereafter, a phase down of the TDR Parties' nominees on the Combined Company Board commensurate with their collective ownership position, the elimination of WillScot's dual-class stock structure, the TDR Parties' pre-emptive rights and potential risks to the Combined Company's capital structure due to the TDR Margin Loan.

        On December 15, 2019, at the instruction of the Mobile Mini Board, Barclays and Goldman Sachs delivered to Morgan Stanley a short-form term sheet reflecting the counterproposal as approved by the Mobile Mini Board at the December 13, 2019 meeting. On the same day, at the direction of the Mobile Mini Board and the WillScot Board, respectively, representatives of Barclays, Goldman Sachs and Morgan Stanley held several telephone conferences during which they discussed a possible combination and agreed to exchange preliminary financial projections.

        On December 17, 2019, members of the management teams of WillScot and Mobile Mini, as well as representatives of Barclays, Goldman Sachs and Morgan Stanley, met in person in Atlanta, Georgia to review and discuss both companies' preliminary financial projections and assumptions, which had been exchanged on December 16, 2019.

        On December 19, 2019, the WillScot Board held a meeting with representatives of Allen & Overy and Morgan Stanley in attendance and discussed various issues relating to Mobile Mini's December 15, 2019 term sheet and potential responses by WillScot, including the corporate governance structure of the Combined Company, management team succession planning and composition and the rights and obligations of the TDR Parties. Representatives of Allen & Overy discussed with the WillScot Board the role of the WillScot Special Committee and certain other legal considerations relating to the potential transaction with Mobile Mini. Following a lengthy discussion and at the direction of the WillScot Board, WillScot sent Mobile Mini a revised term sheet proposing a fixed exchange ratio of 2.35 shares of WillScot Class A Common Stock for each share of Mobile Mini Common Stock, representing an implied pro forma ownership of the Combined Company by Mobile Mini stockholders

59


Table of Contents

of 45.9%. WillScot proposed that the senior management team of the Combined Company consist of Mr. Soultz as CEO, Mr. Williams as COO (with a two-year retention package, including a predetermined buyout if he does not become CEO or named by the board as imminent CEO within 24 months) and Mr. Boswell as CFO. WillScot also proposed a Combined Company Board of 10 directors, consisting of six members of WillScot's existing board (including Messrs. Holthaus and Soultz and two nominees chosen by the TDR Parties) and four members of the existing Mobile Mini Board (including Messrs. Olsson and Williams), with Mr. Olsson to serve as Chairman and Mr. Holthaus to serve as Lead Independent Director. WillScot also proposed a reciprocal break-up fee of 5.5% of the equity value of each company payable by such company if the proposed transaction failed to be completed in certain circumstances. On behalf of the TDR Parties and following input from the TDR Parties and Kirkland & Ellis LLP, their legal advisor ("K&E"), WillScot also provided responses to items relating to the rights and obligations of the TDR Parties proposed in Mobile Mini's December 15, 2019 term sheet. WillScot's December 19, 2019 proposal accepted Mobile Mini's proposal that the TDR Parties be bound by a standstill and waive their pre-emptive rights with respect to any new issuances of WillScot Class A Common Stock and that WillScot's dual-class stock structure be collapsed in the transaction. However, WillScot's proposal indicated that the TDR Parties were not prepared to agree to any neutralization of their voting rights in the Combined Company and that the TDR Parties were prepared to agree to a six-month lockup. Additionally, the December 19, 2019 proposal included, a row, among others, entitled "Margin Loan," which reflected Mobile Mini's December 15, 2019 proposal that the risk to the capital structure was to be addressed and WillScot's response of "n/a." Later that same day, representatives of Morgan Stanley notified representatives of Barclays and Goldman Sachs by telephone that they understood the December 19, 2019 proposal represented WillScot's final offer.

        On December 20, 2019, Messrs. Holthaus and Olsson discussed WillScot's December 19, 2019 proposal by telephone. On this call, Mr. Holthaus offered, in the interest of time, to arrange a visit to Mobile Mini's headquarters in Phoenix, Arizona with Messrs. Soultz and Boswell to meet with the Mobile Mini Board to discuss the proposal at the next meeting of the Mobile Mini Board, which had been previously scheduled for December 23, 2019. Mobile Mini declined Mr. Holthaus' offer and indicated that members of the Mobile Mini Board were unable to assemble on such short notice.

        On December 23, 2019, the Mobile Mini Board met with Mobile Mini management, with representatives of Barclays, Goldman Sachs and Davis Polk in attendance. Representatives of Barclays and Goldman Sachs led a discussion regarding their latest valuation work based upon the management projections exchanged between WillScot and Mobile Mini subsequent to the December 13, 2019 meeting of the Mobile Mini Board, and the cost synergies assumed by Mobile Mini management, including a revised analysis of the relative value creation opportunity for each of the Mobile Mini stockholders and WillScot stockholders and a revised analysis of the implied relative contributions of WillScot and Mobile Mini to the Combined Company using certain actual and estimated future financial metrics, including market capitalization, adjusted EBITDA, free cash flow and discounted cash flow. In addition, representatives of Barclays and Goldman Sachs reviewed with the Mobile Mini Board WillScot's December 19, 2019 proposal and various potential responses and alternatives available to Mobile Mini. After discussions among the directors and with management and its legal and financial advisors, the Mobile Mini Board instructed Mobile Mini management and its legal and financial advisors to negotiate a transaction with WillScot within certain specified parameters, which included an exchange ratio, board size and management composition, headquarters location, break-up fee requirements and certain restrictions on the TDR Parties.

        At the December 23, 2019 meeting, the Mobile Mini Board also determined to request a meeting with Messrs. Soultz and Boswell in order for the Mobile Mini Board to evaluate Mr. Soultz as CEO and Mr. Boswell as CFO of the Combined Company and to understand Mr. Soultz's vision for the Combined Company. Later that day, Mobile Mini delivered a letter from Mr. Olsson and Mr. Michael L. Watts, Lead Independent Director of the Mobile Mini Board, to WillScot requesting such a meeting

60


Table of Contents

be held on January 13, 2020. Shortly after delivery of the letter, Mr. Olsson called Mr. Holthaus to discuss certain aspects of a proposal that Mobile Mini would be communicating to WillScot through their respective financial advisors, including an increase in the exchange ratio, and emphasizing the importance that the proportion of WillScot and Mobile Mini designees on the Combined Company Board accurately reflect the relative ownership of the Combined Company by WillScot stockholders and Mobile Mini stockholders, respectively.

        Later on December 23, 2019, Barclays and Goldman Sachs sent by e-mail to Morgan Stanley a revised term sheet reflecting Mobile Mini's counterproposal. The counterproposal called for a fixed exchange ratio of 2.375 shares of WillScot Class A Common Stock for each share of Mobile Mini Common Stock, representing an implied pro forma ownership of the Combined Company by Mobile Mini stockholders of 46.2%. The counterproposal also called for Messrs. Soultz and Boswell to be CEO and CFO of the Combined Company, respectively, subject to a satisfactory meeting with the Mobile Mini Board as requested; for Mr. Williams to be President and COO of the Combined Company with a two-year retention package, including a predetermined buyout if he does not become CEO or is not named by the Combined Company Board as CEO successor within 24 months following the closing of the transaction; for the Combined Company to have an 11 member board of directors, consisting of six members of the existing WillScot Board (including Messrs. Holthaus and Soultz and two nominees chosen by the TDR Parties) and five members of the existing Mobile Mini Board (including Messrs. Olsson and Williams), with Mr. Olsson as Chairman and Mr. Holthaus as Lead Independent Director; for Phoenix, Arizona to be the headquarters of the Combined Company; and for a break-up fee of 2.5% of equity value payable by Mobile Mini, and for WillScot to deliver stockholder consents sufficient to approve the transaction immediately following the signing of definitive agreements.

        On the morning of December 24, 2019, Mobile Mini's director nomination window opened, providing Mobile Mini stockholders with 30 days to submit director nominations for consideration at Mobile Mini's 2020 annual stockholders meeting.

        On December 24, 2019, the WillScot Board held a meeting with representatives of Allen & Overy and Morgan Stanley in attendance, during which it discussed the status of the potential combination, specifically with respect to the updated term sheet sent by Mobile Mini on December 23, 2019. WillScot's advisors reported that Mobile Mini's proposed 2.375 exchange ratio was based on Mobile Mini's understanding of the terms of the existing exchange agreement between WillScot and the TDR Parties, pursuant to which the TDR Parties are permitted to exchange their shares of WSHC Stock for shares of WillScot Class A Common Stock, the calculation thereof and any rights of WillScot with respect thereto. Certain key corporate governance matters relating to the Combined Company, including the number of directors to serve on the Combined Company Board, remained outstanding. Representatives of Allen & Overy answered the WillScot Board's questions about various legal considerations in connection with revising the term sheet.

        Later that day, WillScot sent Mobile Mini a revised proposal which accepted Mobile Mini's December 23, 2019 proposal relating to the fixed exchange ratio of 2.375 shares of WillScot Class A Common Stock for each share of Mobile Mini Common Stock that would result in an implied pro forma ownership of the Combined Company by Mobile Mini stockholders of 46.2%. However, WillScot's December 24, 2019 proposal provided that the Combined Company Board would consist of 10 directors (rather than 11), which was inconsistent with a fundamental transaction parameter that the Mobile Mini Board had established at its December 23, 2019 meeting for any transaction with WillScot. WillScot's December 24, 2019 proposal also left unresolved several other aspects of Mobile Mini's December 23, 2019 proposal. After several discussions that day between Messrs. Holthaus and Olsson failed to reach a resolution, during the evening of December 24, 2019, Mr. Olsson communicated to Mr. Holthaus that Mobile Mini was terminating discussions.

        Following Mr. Olsson's December 24 communication to Mr. Holthaus, the WillScot Board, the WillScot Special Committee and the WillScot management team discussed Mr. Holthaus' conversations

61


Table of Contents

with Mr. Olsson. Thereafter, following such discussions and deliberations by the WillScot Board and the WillScot Special Committee, including with representatives of each of Allen & Overy and RLF, WillScot decided to propose to Mobile Mini the formation of a related party transactions committee of the Combined Company Board that would have equal representation from both parties and that the total Combined Company Board would be comprised of 11 members.

        Based on this discussion, on January 3, 2020, Mr. Holthaus contacted Mr. Olsson and informed him that WillScot was generally prepared to agree to certain corporate governance matters outlined in Mobile Mini's December 23, 2019 proposal, including, among other things, the structure and size of the Combined Company Board, subject to WillScot's proposal relating to the formation of a related party transactions committee; both companies seeking stockholder approval of the transaction at a meeting in lieu of WillScot stockholders approving the transaction by written consent; and a reciprocal break-up fee of 4% of the equity value of each company. After internal discussions, Mobile Mini management determined that WillScot's response was sufficient to continue further discussions with WillScot. However, at Mobile Mini's request, the parties mutually determined that, prior to moving to confirmatory due diligence and negotiating definitive agreements, WillScot and Mobile Mini should negotiate and agree on a detailed term sheet that would expand upon the matters discussed to date, as well as other matters that Mobile Mini believed needed to be negotiated before initiating other work streams that would be need to be completed prior to signing definitive agreements. Since certain points to be negotiated in the term sheet necessitated direct negotiations with the TDR Parties, Mobile Mini requested that the TDR Parties execute a joinder to the Confidentiality Agreement. The TDR Parties executed the joinder on January 7, 2020.

        Following the execution by the TDR Parties of such joinder, on January 7, 2020, Mobile Mini sent WillScot a term sheet summarizing certain material terms to be included in the merger agreement with WillScot, the charter and bylaws of the Combined Company and the stockholders' agreement to be entered into among the Combined Company and the TDR Parties, to replace the existing stockholders' agreement between WillScot and the TDR Parties. In light of the change of control clauses in the debt capital structure of the two companies, the term sheet contemplated, subject to confirmatory due diligence, that WillScot would become the Combined Company parent entity. The term sheet provided for the preparation of a business plan for the Combined Company. The term sheet also provided for the preparation of new charters for the audit, compensation, nominating and governance, and related party transactions committees of the Combined Company Board; the process by which the balance of the management team would be determined; the development of employment agreements for certain members of senior management; and the development of management compensation, retention and incentive arrangements. The term sheet proposed that any amendment of certain fundamental elements of the Combined Company governance model (including the business plan) prior to the 2023 Annual Stockholders Meeting require Supermajority Approval. The term sheet provided for an exchange ratio of 2.375 shares of WillScot Class A Common Stock for each share of Mobile Mini Common Stock but was silent as to the relative pro forma ownership percentage of the Mobile Mini stockholders and WillScot stockholders in the Combined Company.

        On January 9, 2020, with input from the TDR Parties and K&E, WillScot management, Allen & Overy and WillScot's financial advisors discussed Mobile Mini's January 7, 2020 term sheet and WillScot responded to such term sheet by providing a markup of the term sheet which identified a number of important differences among the positions of Mobile Mini, WillScot and the TDR Parties that remained to be negotiated. Mr. Soultz also called Mr. Williams to discuss the revised term sheet and WillScot's proposed approach to the operating structure, SAP, headquarters, and governance of the Combined Company. Mobile Mini management determined to defer further negotiations of the term sheet until after the Mobile Mini Board had reviewed the status of negotiations at its forthcoming meeting on January 13, 2020.

62


Table of Contents

        On January 11, 2020, Messrs. Holthaus and Olsson discussed various open term sheet items, including the location of the Combined Company's headquarters and CEO succession planning for the Combined Company, as well as the upcoming Mobile Mini Board meeting.

        On January 13, 2020, the Mobile Mini Board held a meeting at which certain members of Mobile Mini management and representatives of Barclays, Goldman Sachs and Davis Polk were also present. Mr. Welch reviewed with the Mobile Mini Board the results of Mobile Mini's fourth quarter in 2019, including the company's outperformance of analysts' expectations for revenue, adjusted EBITDA and adjusted EPS for such quarter. Mr. Williams then updated the Mobile Mini Board with respect to various discussions that he had with Mr. Soultz and reviewed with the Mobile Mini Board his most recent evaluation of the strategic rationale for a potential combination with WillScot. Representatives of Barclays and Goldman Sachs reviewed the revised term sheet received from WillScot on January 9, 2020 and the previous proposals and counterproposals between the companies, and then presented information regarding next steps and indicative timing, including due diligence, financing, and investor relations strategy. In anticipation of the Mobile Mini Board's meeting with WillScot's management team and Chairman, representatives of Barclays and Goldman Sachs also reviewed areas of potential inquiries relating to the Combined Company business model, management team and board of directors, headquarters, synergies, and integration and considerations relating to the TDR Parties. Following such discussions, the Mobile Mini Board dismissed the representatives of Barclays, Goldman Sachs and Davis Polk from the meeting and invited Messrs. Holthaus, Soultz and Boswell of WillScot to join the meeting. The Mobile Mini Board and senior management team met separately with Messrs. Holthaus, Soultz and Boswell for approximately two hours. Mr. Soultz discussed WillScot's recent history, strategic performance and current EBITDA bridge. Mr. Boswell discussed WillScot's approach to VAPs, growth strategy, and business opportunities. Mr. Soultz then discussed his perspectives on the Combined Company's operational strategy. Mr. Holthaus discussed WillScot's relationship with the TDR Parties and various issues involving the TDR Parties in the term sheet. The Mobile Mini Board engaged in a lengthy question and answer session with each of the three WillScot representatives.

        Following the question and answer period, the WillScot representatives left the meeting and representatives from Barclays, Goldman Sachs and Davis Polk rejoined the meeting to discuss the proposed transaction with the Mobile Mini Board, including proposed management and key transaction terms. The members of the Mobile Mini Board (other than Mr. Williams, as CEO of Mobile Mini) then met in executive session and engaged in a lengthy discussion regarding the proposed leadership team of the Combined Company and the open transaction points. As a result of such discussion, the Mobile Mini Board approved management continuing to pursue a combination with WillScot so long as certain key transaction requirements were met. The Mobile Mini Board also approved of Messrs. Olsson, Watts and Williams meeting in person with representatives of WillScot and the TDR Parties in order to seek resolution to outstanding transaction points.

        On January 21, 2020, Messrs. Holthaus and Soultz, together with Messrs. Robertson and Lindsay, as representatives of the TDR Parties, met with Messrs. Olsson, Watts and Williams in Phoenix, Arizona. At such meeting, after reviewing the outstanding term sheet items, representatives from the TDR Parties, with respect to certain items specific to the TDR Parties, and WillScot stated that, subject to review and approval by the WillScot Board, and, with respect to the TDR Parties, consultation with K&E, they would consider supporting Mobile Mini's outstanding term sheet items, including the headquarters location, Mobile Mini's SAP as the Combined Company operating system, preservation of the Mobile Mini branch operating structure, an operating model to be agreed upon in the merger agreement, and various board and committee governance items. On the same day, at the direction of the WillScot Board, representatives of Morgan Stanley, and, at the direction of the Mobile Mini Board, representatives of Barclays and Goldman Sachs held a telephone conference to review a preliminary transaction execution timeline related to the possible combination of WillScot and Mobile Mini.

63


Table of Contents

        Following the meeting on January 21, 2020, Mobile Mini sent a revised term sheet to WillScot and the TDR Parties reflecting its understanding of the points that had been agreed. Extensive negotiations among representatives of WillScot, Mobile Mini, the TDR Parties and their respective legal and financial advisors resumed thereafter.

        On the evening of January 23, 2020, the window for Mobile Mini stockholders to nominate directors for consideration at Mobile Mini's 2020 annual stockholders meeting expired.

        On January 29, following Mobile Mini's earnings call and active discussions among the WillScot Board, the WillScot Special Committee, WillScot management and representatives of the TDR Parties, Messrs. Soultz and Williams spoke to discuss key open term sheet items and the path forward in transaction discussions, including the 2.375 fixed exchange ratio, the Phoenix headquarters location and certain points relating to the rights and obligations of the TDR Parties. These negotiations and discussions led to agreement among the parties on the non-binding term sheet on January 31, 2020. Throughout, Mobile Mini management reviewed with the Mobile Mini Board the status of negotiations and discussions with WillScot at the Mobile Mini Board meetings and on various informal update calls.

        Following agreement on the January 31, 2020 term sheet, the management teams of WillScot and Mobile Mini, along with their respective advisors, engaged in extensive confidential due diligence of the financial, tax, accounting, operational, regulatory, legal, human resources, environmental, information technology and business affairs of WillScot and Mobile Mini. In parallel, WillScot, Mobile Mini and their respective legal advisors negotiated the definitive transaction documents, which included the Merger Agreement, the A&R Charter, the A&R Bylaws and charters of committees of the Combined Company Board. WillScot, Mobile Mini, the TDR Parties and their respective legal advisors also negotiated the Voting Agreement and Shareholders' Agreement. WillScot and Mobile Mini explored various financing alternatives before selecting a preferred financing model for which WillScot solicited competitive bids from various financial institutions, which led to the financing contemplated by the Commitment Letter. In parallel, members of the future senior management team of the Combined Company, with the assistance of their own counsel, negotiated with Mr. Holthaus and the Compensation Committee of the WillScot Board, the terms of their employment agreements to be effective upon the closing of the transaction.

        On February 4, 2020, the WillScot Board held a meeting with representatives of Allen & Overy, Morgan Stanley and RLF in attendance, during which it received an update on the potential combination with Mobile Mini and discussed the status of certain other strategic opportunities, including one that had ended on January 14, 2020 at the request of the counterparty. WillScot management reviewed with the WillScot Board the proposed next steps for the potential combination, including each of WillScot and Mobile Mini providing additional nonpublic information to the other through mutual due diligence reviews and exploring certain financing options for the combination. Also at the meeting, representatives of Morgan Stanley reviewed with the WillScot Board certain preliminary financial analyses regarding the potential combination, including the proposed exchange ratio of 2.375 and Mobile Mini's 2019 Q4 financial results and 2020 outlook. In addition, representatives of Morgan Stanley reviewed key provisions of the proposed term sheet with the WillScot Board, including terms of key employment agreements, reciprocal termination fees of 3% of each company's equity value, establishment of committees of the Combined Company and certain other matters that would be subject to Supermajority Approval. The WillScot Board evaluated and discussed certain considerations relating to the combination, including anticipated costs and benefits of the combination, the potential impact of the exchange ratio, governance of the Combined Company and regulatory approvals. The WillScot Board determined to move forward with the potential transaction on the basis of the proposed non-binding term sheet and authorized management and WillScot's advisors to proceed to the next phase of the transaction process, consisting of a mutual due diligence review and preparation and negotiation of transaction documentation, targeting a late-February or early-March announcement.

64


Table of Contents

        Also on February 4, 2020, the WillScot Special Committee held a meeting, during which it determined to formally engage RLF as its independent legal advisor in respect of the potential combination with Mobile Mini, based on the WillScot Special Committee's familiarly with RLF and RLF's experience advising special committees in connection with similar transactions, as well as its familiarity with WillScot, due to its prior engagements with the company. At the meeting, the members of the WillScot Special Committee and representatives of RLF discussed the proposed terms of the potential business combination with Mobile Mini and the consideration to be received by Mobile Mini stockholders in the potential transaction. The members of the WillScot Special Committee further discussed with the representatives of RLF the obligations of the TDR Parties under the proposed terms. Following such discussion, the WillScot Special Committee determined that it was the WillScot Special Committee's duty to ensure that such potential business combination was in the best interests of all of WillScot stockholders and that it did not believe that the TDR Parties would receive any material or unique benefit as compared to WillScot stockholders generally in the proposed transaction. At the same meeting, the WillScot Special Committee discussed the retention of an independent financial advisor and considered, among others, Stifel. Following such meeting and discussion of the committee's various options for a financial advisor, the WillScot Special Committee determined to engage Stifel to act as its independent financial advisor, based on Stifel's active presence in the equipment rental space and its lack of significant prior involvement with or potential conflicts with WillScot and, to, if requested, render an opinion with respect to the fairness of the to-be-determined exchange ratio.

        On February 6 and 7, 2020, Messrs. Soultz, Boswell, Lopez, Miner, Williams and Welch met in Dallas, Texas to further discuss cost synergies and the strategic rationale for the proposed transaction, as well as certain financing options for the transaction and the Combined Company business model.

        On February 12, 2020, the WillScot Board held a meeting, during which Messrs. Holthaus and Soultz presented updates on the potential combination with Mobile Mini, including with respect to the February 6 and 7 meetings and the preliminary business issues list received from Davis Polk. Among other things, the WillScot Board discussed the proposed treatment of the TDR Parties' shares of WSHC Stock, governance matters of the Combined Company, capital and tax structures for the Merger, potential integration issues and proposed next steps. The WillScot Board considered and discussed these issues and authorized Mr. Holthaus to continue to pursue a possible transaction with Mobile Mini consistent with the terms presented to the WillScot Board.

        On February 17, 2020, Messrs. Soultz and Williams met in Phoenix, Arizona along with certain other members of Mobile Mini management to discuss, among other things, Mobile Mini management's role in the Combined Company, the Combined Company's operating structure, and the potential plans for an integration team.

        Throughout the month of February 2020, the Mobile Mini Board received several briefings on its Board update calls from Mobile Mini management on ongoing discussions and negotiations with WillScot. Members of management of both companies communicated on multiple occasions during this time to finalize a detailed cost synergy plan, a business model, financing commitments and certain human resources matters.

        In the second half of February 2020, Messrs. Holthaus and Soultz, on behalf of the WillScot Board, engaged in conversations with representatives of the TDR Parties, including Messrs. Robertson and Lindsay, to discuss key provisions of the Voting Agreement and the Shareholders' Agreement, including the exchange of the TDR Parties' shares of WSHC Stock for shares of WillScot Class A Common Stock, the calculation for such exchange, as set forth in the existing exchange agreement between WillScot and the TDR Parties entered into in connection with the 2017 Business Combination, and any resulting impact thereof, and any rights of WillScot with respect thereto, standstill restrictions, indemnification and insurance, and the termination of certain existing agreements between the TDR Parties and WillScot.

65


Table of Contents

        On February 20, 2020, at the direction of the Mobile Mini Board, representatives of Barclays and Goldman Sachs discussed with representatives of Morgan Stanley the pro forma ownership impact of the exchange of the TDR Parties' shares of WSHC Stock for shares of WillScot Class A Common Stock. Representatives of Barclays and Goldman Sachs indicated that Mobile Mini would not enter into a definitive agreement unless the exchange ratio was adjusted to reflect the implied pro forma ownership of the Combined Company by Mobile Mini stockholders of 46.2% in the December 24, 2019 term sheet.

        At a special meeting of the Mobile Mini Board held on February 24, 2020, members of senior management provided an update to the Mobile Mini Board on management's expectations for first quarter results relative to analyst expectations, the status of discussions with WillScot and the TDR Parties, and the results of management's due diligence investigation of WillScot. Representatives of Barclays and Goldman Sachs discussed key developments in the negotiations, which were then targeting an announcement of a definitive agreement for the transaction on March 2, 2020. Representatives of Barclays and Goldman Sachs also discussed their updated preliminary financial analyses with respect to the transaction and discussed various capital markets considerations. The Barclays and Goldman Sachs representatives reported on the continuing negotiations among WillScot and the TDR Parties relating to the collapse of WillScot's dual-class stock structure through the exchange of the TDR Parties' minority interest in WSHC for WillScot Class A Common Stock, resulting in the simultaneous cancellation of the issued and outstanding shares of WillScot Class B Common Stock. Pursuant to the existing exchange agreement between WillScot and the TDR Parties, the TDR Parties had the right to exchange their interests in WSHC for shares of WillScot Class A Common Stock at a variable exchange ratio that was greater than the one-to-one ratio which had been understood by Mobile Mini's financial advisors in connection with the negotiations that led to the 2.375 fixed exchange ratio and resulting implied 46.2% pro forma ownership of the Combined Company by the Mobile Mini stockholders in the December 24, 2019 term sheet. Representatives of Barclays and Goldman Sachs presented to the Mobile Mini Board, based on Mobile Mini management's projections and then-current assumption as to the amount of cost synergies, a revised analysis of the relative value creation opportunity for each of the Mobile Mini stockholders and WillScot stockholders. Representatives of Barclays and Goldman Sachs also provided the Mobile Mini Board with an analysis of the implied relative contributions of WillScot and Mobile Mini to the Combined Company using certain actual and estimated future financial metrics, including market capitalization, adjusted EBITDA, unlevered free cash flow and discounted cash flow.

        Also at the February 24, 2020 meeting, representatives of Davis Polk provided the Mobile Mini Board with a summary of their legal due diligence investigation; a detailed summary of the proposed terms of the Merger Agreement, the A&R Charter, the A&R Bylaws, the Voting Agreement and the Shareholders Agreement, including the proposed structure of the Merger, the closing conditions, the deal protections, the governance framework for the Combined Company, and an overview of the key deal terms remaining to be negotiated; a summary of the contemplated financing for the transaction; a report on their antitrust risk assessment of the transaction; summaries of the current status of the proposed new employment agreements for the senior management team of the Combined Company; the anticipated transaction timeline post-announcement and key disclosure considerations in seeking stockholder approval. A representative of Davis Polk also reviewed the directors' fiduciary duties in connection with their consideration of the potential transaction and reviewed with the Mobile Mini Board various developments since the December 24, 2019 term sheet and whether to proceed with the transaction at the exchange ratio as set forth therein.

66


Table of Contents

        Following the discussions with the advisors, the representatives of Barclays, Goldman Sachs and Davis Polk in attendance were excused and the Mobile Mini Board engaged in a lengthy discussion regarding the potential transaction, particularly with respect to the effect that any change to the TDR Parties' exchange ratio would have on the pro forma ownership for Mobile Mini stockholders as previously provided in the December 24, 2019 term sheet. The Mobile Mini Board concluded that the parties had agreed to a fixed implied pro forma ownership allocation of the Mobile Mini stockholders in the Combined Company in the negotiations that led to the December 24, 2019 term sheet. The Mobile Mini Board determined the exchange ratio must be adjusted accordingly to restore the pro forma ownership of the Combined Company by Mobile Mini stockholders to the 46.2% pro forma ownership that in the December 24, 2019 term sheet. The Mobile Mini Board determined that Mr. Olsson should communicate the Mobile Mini Board's position to Mr. Holthaus, making it clear that Mobile Mini was not prepared to proceed without that adjustment.

        Following the meeting, Mr. Olsson communicated to Mr. Holthaus that the relative ownership of the Combined Company by Mobile Mini stockholders and WillScot stockholders in the December 24, 2019 term sheet was non-negotiable for Mobile Mini and a prerequisite for the Mobile Mini Board to approve the transaction. The same message was communicated by representatives of Barclays and Goldman Sachs to representatives of Morgan Stanley. In parallel, the parties and their advisors continued to finalize documentation in the event that both boards were to approve the execution of definitive agreements in time for a March 2, 2020 public announcement of the transaction.

        During the week of February 24, 2020, Messrs. Holthaus and Olsson also began discussing individual directors and which could comprise a possible Combined Company Board.

        On February 26, 2020, the WillScot Special Committee held a meeting during which it discussed the potential exchange ratio for the Mobile Mini transaction and the pro forma ownership interest in the Combined Company for Mobile Mini stockholders. The WillScot Special Committee discussed that such pro forma ownership interest was not part of the January 7, 2020 term sheet. Following that meeting, the members of the WillScot Special Committee, met with representatives of WillScot management and discussed the open terms in the draft transaction documentation, the process for reaching a final agreement with Mobile Mini and certain relationships between Morgan Stanley and the TDR Parties.

        By February 27, 2020, Mobile Mini management and Mobile Mini's advisors had concluded that WillScot was not willing to agree to a revision to the transaction exchange ratio to provide Mobile Mini's stockholders with a pro forma ownership interest in the Combined Company of 46.2%. At this point, Mobile Mini communicated to WillScot, through their respective financial advisors, that the proposed combination of the two companies was on hold indefinitely and Mobile Mini terminated further negotiations and preparations for the March 2, 2020 public announcement. Upon receipt of this communication from Mobile Mini, WillScot similarly terminated further negotiations and preparations and instructed its advisors to do the same.

        On February 28, 2020, the WillScot Board held a meeting, during which it received an update on the negotiations between the management teams of WillScot and Mobile Mini and their respective advisors, including the cessation of negotiations by Mobile Mini on February 27, 2020. The WillScot Board reiterated its understanding, as discussed by the WillScot Special Committee on February 26, 2020, that the January 7, 2020 term sheet contemplated a fixed exchange ratio without regard for pro forma ownership considerations in the Combined Company. Representatives of Morgan Stanley provided a review of material terms of the transaction, including the strategic rationale, governance structure, a potential revision to the transaction exchange ratio, work streams and timeline. The WillScot Board discussed and considered the potential for an increase in the exchange ratio, as requested by Mobile Mini, in order for Mobile Mini stockholders to achieve a pro forma ownership interest in the Combined Company of 46.2%. Representatives of Allen & Overy discussed with the

67


Table of Contents

WillScot Board various legal considerations relating to the transaction, including any changes to the transaction exchange ratio, the regulatory approval process, key provisions of the transaction documentation, and due diligence findings. The members of the WillScot Board engaged in discussions concerning the terms of the transaction and other matters, including volatility in the capital markets, and asked questions in respect of the matters discussed. Representatives of RLF also reviewed with the WillScot Board the fiduciary duties of the WillScot Board and the WillScot Special Committee in connection with evaluating and considering the Merger and related matters.

        Following the meeting of the WillScot Board, on the same day, the WillScot Special Committee held a meeting with its legal and financial advisors to discuss the proposed transaction, including the potential increase in the exchange ratio to reflect Mobile Mini's request that the pro forma ownership of Mobile Mini stockholders in the Combined Company be 46.2%. At such meeting, representatives of Stifel discussed their preliminary valuation analysis with the WillScot Special Committee. Following the discussion, the members of the WillScot Special Committee and its advisors discussed the ongoing negotiations with Mobile Mini related to the exchange ratio, the terms of the existing exchange agreement and a related letter agreement with the TDR Parties, formalizing a fixed exchange ratio under the existing exchange agreement, as well as the fiduciary duties of the WillScot Special Committee in connection with the proposed transaction with Mobile Mini.

        On the morning of February 29, 2020, with the support of the WillScot Board and the TDR Parties, Mr. Soultz spoke with Mr. Williams by telephone to inquire about Mobile Mini's interest in resuming negotiations on the basis that the parties would aim to announce the transaction on March 2, 2020 and that WillScot would consider a revised exchange ratio that would align the pro forma ownership of the Mobile Mini stockholders in the Combined Company to 46.2%. In parallel, a representative of the TDR Parties contacted Goldman Sachs to inquire about what could be done to progress the potential transaction. After discussion, the parties and their respective advisors agreed to resume discussions and negotiations and work towards the March 2, 2020 public announcement, subject to definitive agreement on a fixed exchange ratio for the TDR Parties exchange of its WSHC shares in the collapse of WillScot's dual-class stock structure. This resulted in a revised transaction exchange ratio of 2.4050 shares of WillScot Class A Common Stock per share of Mobile Mini Common Stock, implying the pro forma ownership of Mobile Mini stockholders of 46.2%.

        On March 1, 2020, the WillScot Special Committee held a meeting with representatives of each of WillScot management, Stifel and RLF in attendance. Representatives of Stifel presented their financial analysis of the Exchange Ratio and delivered an oral opinion to the WillScot Special Committee, which was confirmed by delivery of Stifel's written opinion dated March 1, 2020, to the effect that, as of the date of such opinion, based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Stifel as set forth in such written opinion, the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement was fair to WillScot from a financial point of view. The WillScot Special Committee reviewed the final transaction terms, including provisions with respect to the rights and obligations of the TDR Parties particularly in light of the positions taken by WillScot, Mobile Mini and the TDR Parties throughout negotiations. The WillScot Special Committee then considered final drafts of the Merger Agreement and the ancillary agreements to be entered into in connection with the Merger. Following further discussion, the WillScot Special Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby (including the stock issuance by WillScot as set forth in the Merger Agreement and the adoption of the A&R Charter) were fair to and in the best interest of WillScot and its stockholders and (ii) recommended that the WillScot Board approve, adopt and declare advisable the Merger Agreement and the transactions contemplated thereby (including the stock issuance by WillScot as set forth in the Merger Agreement and the adoption of the A&R Charter).

68


Table of Contents

        On March 1, 2020, the WillScot Board held a meeting, with representatives of Allen & Overy and Morgan Stanley in attendance, to review the terms of the transactions under the Merger Agreement. WillScot management and representatives of Morgan Stanley discussed the terms and conditions of such transactions, as well as certain financial aspects of such transactions, including the final Exchange Ratio, and the anticipated capital structure of the Combined Company. The discussion covered the anticipated costs and benefits of the Merger, as well as the anticipated opportunity for the Combined Company to return substantial capital to stockholders. Representatives of Morgan Stanley delivered an oral opinion to the WillScot Board, subsequently confirmed by delivery of a written opinion, as more fully described in the section entitled "Opinions of WillScot's Financial Advisors," that, as of March 1, 2020, and, based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in its written opinion, the Exchange Ratio pursuant to the Merger Agreement was fair, from a financial point of view, to WillScot. Representatives of Allen & Overy reviewed with the WillScot Board the terms and conditions of the proposed transaction documentation, including the Merger Agreement, the ancillary corporate governance documents, including the key provisions under the proposed A&R Charter and A&R Bylaws, the commitment letter in respect of WillScot's debt financing for the Merger, the provisions under which the WillScot Board and the Mobile Mini Board would have the right to change their respective recommendations to their stockholders under certain circumstances, the reciprocal termination fees payable by WillScot and Mobile Mini under certain circumstances, and the terms and conditions of the Voting Agreement and the Shareholders' Agreement. In addition, Mr. Holthaus, as chair of the Compensation Committee of the WillScot Board, presented the terms and conditions of the proposed employment agreements with Messrs. Soultz, Williams, Boswell, Miner and Lopez, in each case as approved (and recommended to the full WillScot Board for approval) by the Compensation Committee and to be effective upon signing, with respect to Messrs. Boswell and Lopez (other than certain transaction-related items), and upon and subject to, the closing of the Merger, with respect to Messrs. Soultz, Williams and Miner. The WillScot Board also reviewed and considered certain communications to be issued in connection with announcement of the Merger. Following further discussion, Mr. Holthaus presented the recommendation of the WillScot Special Committee to the WillScot Board. Upon the recommendation of the WillScot Special Committee and after discussion regarding the matters presented by management and WillScot's advisors at the meeting and at previous meetings, including consideration of the factors described in the section "The Merger—WillScot Board's Recommendation and Reasons For the Merger," the WillScot Board unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, the issuance of WillScot Class A Common Stock, the adoption of the A&R Charter and the A&R Bylaws in connection with the Merger and entry by the TDR Parties into the Voting Agreement, are fair to and in the best interests of WillScot and WillScot stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger and the issuance of WillScot Class A Common Stock in connection with the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, including the adoption of the A&R Charter and the A&R Bylaws, (iii) resolved to recommend the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal to WillScot stockholders, on the terms and subject to the conditions set forth in the Merger Agreement and (iv) directed that the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal be submitted to WillScot stockholders for approval.

        On the afternoon of March 1, 2020, the Mobile Mini Board held a special meeting at which members of Mobile Mini management and representatives of Barclays, Goldman Sachs and Davis Polk were present. At the meeting, the directors received an update from Mobile Mini management on the negotiations between the parties, including with respect to the proposed transaction exchange ratio and fixed exchange ratio for the TDR Parties' exchange of the shares of WSHC Stock for shares of WillScot Class A Common Stock pursuant to the existing exchange agreement and recently agreed

69


Table of Contents

letter agreement formalizing such exchange ratio. Representatives of Barclays and Goldman Sachs reviewed and discussed the proposed transaction terms and each of Barclays' and Goldman Sachs' financial analyses relating to the proposed transaction.

        Goldman Sachs rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated March 1, 2020, to the Mobile Mini Board that, as of such date, and based upon and subject to the factors and assumptions set forth in Goldman Sachs' written opinion, the Exchange Ratio pursuant to the Merger Agreement was fair from a financial point of view to the Mobile Mini stockholders (other than WillScot and its affiliates).

        Barclays rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated March 1, 2020, to the Mobile Mini Board that, as of such date, and based upon and subject to the qualifications, limitations and assumptions set forth in Barclays' written opinion, from a financial point of view, the Exchange Ratio offered to the Mobile Mini stockholders (other than WillScot and its affiliates and the holders of any Excluded Shares) in the Merger Agreement was fair to such stockholders.

        Both Barclays and Goldman Sachs also provided the Mobile Mini Board with their revised analyses, based on Mobile Mini management's projections and the assumed cost synergies, of the relative value creation opportunity for each of the Mobile Mini stockholders and WillScot stockholders and of the relative contributions of WillScot and Mobile Mini to the Combined Company using certain actual and estimated future financial metrics, including market capitalization, adjusted EBITDA and discounted cash flow. Representatives of Davis Polk then discussed the proposed terms of the various transaction documents highlighting the revisions to those documents since the meeting on February 24, 2020. Following the presentations from the senior management team and the company's advisors and after careful review and discussion by the Mobile Mini Board, including consideration of the factors described under "—Mobile Mini's Reasons for the Merger; Recommendation of Mobile Mini's Board of Directors," the Mobile Mini Board (i) determined that the Merger Agreement and the other transactions documents and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Mobile Mini and the Mobile Mini stockholders, (ii) approved and adopted the Merger Agreement and the other transaction documents and the transactions contemplated thereby, (iii) directed that the approval of the Merger be submitted to a vote at a special meeting of the Mobile Mini stockholders and (iv) resolved to recommend that Mobile Mini stockholders approve the Merger at such meeting. The Mobile Mini Board directed Mobile Mini's advisors and management to continue to work to finalize the definitive transaction documents, with a view to entering into such agreements and announcing the transaction promptly.

        During the night of March 1, 2020, WillScot and Mobile Mini executed the Merger Agreement and the other transaction documents. WillScot and Mobile Mini issued a joint press release announcing the transaction before the Nasdaq market opened on the morning of March 2, 2020.

        On March 4, 2020, the TDR Parties and certain affiliates filed Amendment No. 4 to their Schedule 13D filing in connection with the TDR Parties' entry into the Voting Agreement.

        On March 11, 2020, Mobile Mini filed a Schedule 13D in connection with Mobile Mini's entry into the Merger Agreement, the Voting Agreement and transactions related thereto.

        On April 1, 2020 and April 9, 2020, the WillScot Board held meetings at which a representative of Morgan Stanley and certain representatives from A&O and RLF were present, along with certain members of WillScot management. At each meeting, WillScot management, along with representatives of A&O provided an update on the status of the Merger, the overall transaction process and anticipated timing for filing the registration statement on Form S-4 containing a prospectus for WillScot's issuance of the Merger Consideration and a joint proxy statement/prospectus for WillScot stockholders and Mobile Mini stockholders. The WillScot Board discussed the draft S-4, previously

70


Table of Contents

provided to the WillScot Board for review, in each instance. WillScot management discussed the status and progress of the ongoing integration work streams in connection with the Merger and a representative of Morgan Stanley provided the WillScot Board with a market update. The members of the WillScot Board engaged in discussions concerning the transaction, the draft S-4 and other matters, including the ongoing impact of the COVID-19 pandemic, and asked questions in respect of the matters discussed. Members of the WillScot Board asked questions of management and discussed amongst themselves.

        On April 9, 2020, the Mobile Mini Board held a meeting at which certain members of Mobile Mini management and representatives of Barclays, Goldman Sachs and Davis Polk were also present. Mobile Mini management provided an update on Mobile Mini's current and projected financial performance, including a review of Mobile Mini's financial performance in the first quarter of 2020, as well as updates on Mobile Mini's response and ongoing efforts with respect to developments from the COVID-19 pandemic. The Mobile Mini Board also received an update from Mobile Mini management on the integration efforts relating to the Merger and discussed the draft proxy statement/prospectus previously provided to the Mobile Mini Board.

        On April 14, 2020, the Mobile Mini Board held a meeting, with Mr. Miner and a representative of Davis Polk in attendance, to discuss the Mobile Mini Board's fiduciary duties in light of the impacts of COVID-19 pandemic on the global economy, Mobile Mini, WillScot and the implications thereof for the Merger. The Mobile Mini Board also discussed Mobile Mini's rights and obligations under the Merger Agreement, the draft proxy statement/prospectus previously provided to the Mobile Mini Board and overall timeline and process for the closing of the Merger.

        On April 16, 2020, the Mobile Mini Board held a meeting, with Mr. Miner in attendance. After discussion, the Mobile Mini Board determined to engage separate counsel to advise the independent directors, in particular, with respect to their compliance with their fiduciary duties in light of the unprecedented conditions arising out of the COVID-19 pandemic. Messrs. Upchurch, McConnell and Trachtenberg were asked to interview and select appropriate outside counsel.

        During the week of April 20, 2020, Messrs. Upchurch, McConnell and Trachtenberg interviewed three law firms and ultimately engaged White & Case LLP ("White & Case") as separate counsel for the independent directors of the Mobile Mini Board. Subsequent to their engagement, White & Case held numerous meetings with various directors on the Mobile Mini Board, and also with Mr. Miner and representatives of Davis Polk.

        On April 28, 2020, White & Case met with the independent directors on the Mobile Mini Board to discuss the results of their review of the Merger and the Merger Agreement and to advise them on their fiduciary duties in light of the developments arising out of the COVID-19 pandemic.

        On April 29, 2020, the Mobile Mini Board held a meeting at which certain members of Mobile Mini management and representatives of Barclays, Goldman Sachs, Davis Polk and White & Case were also present. At the meeting, Mobile Mini management reaffirmed the strategic rationale and reasons for the Merger. Mobile Mini management also presented a review of Mobile Mini's and WillScot's financial performance, including their respective financial performance in the first quarter of 2020 and projected financial performance for the second quarter of 2020 and beyond in light of COVID-19 and oil and gas related market disruptions, Mobile Mini's response and ongoing efforts with respect to the impacts of the COVID-19 pandemic and updates on the integration effort relating to the Merger. Mobile Mini management reaffirmed their comfort with the projected cost synergies expected to arise from the Merger. Following Mobile Mini management's presentation, representatives of Barclays and Goldman Sachs discussed the Merger with the Mobile Mini Board, including market developments since the announcement of the Merger and an overview of the trading performance of Mobile Mini Common Stock and WillScot Common Stock relative to certain competitors of Mobile Mini and WillScot and the market. Representatives of Davis Polk then presented updates with respect to antitrust

71


Table of Contents

filings, recent litigation pertaining to the Merger and the financing contemplated by the Merger Agreement. A representative of Davis Polk also presented, and the Mobile Mini Board discussed, the proposed timeline for the closing of the Merger. The Mobile Mini Board meeting was then adjourned to allow the independent directors of the Mobile Mini Board to meet with White & Case. Later that day, after meeting and discussing with White & Case their fiduciary duties in light of the developments arising out of the COVID-19 pandemic, the independent directors of the Mobile Mini Board, with the exception of Mr. Martell (see the section entitled "The Merger—Voting of Dissenting Mobile Mini Director"), communicated to Mr. Miner their support to adhere to the proposed timeline for the closing of the Merger discussed at the Mobile Mini Board meeting earlier that day, including supporting having Mobile Mini management set the record and meeting date for the special meeting of Mobile Mini stockholders and authorize the filing and mailing of this joint proxy statement/prospectus pursuant to previously delegated authority.

        On April 30, 2020, the WillScot Board held a regularly scheduled meeting at which, for a portion of the meeting, a representative of Morgan Stanley and certain representatives from A&O were present. When Morgan Stanley and A&O joined the meeting, a representative of Morgan Stanley provided the WillScot Board an overview of the market, given the current economic environment, including as it relates to the ongoing impact of the COVID-19 pandemic. Representatives of A&O also presented updates with respect to the antitrust process, recent litigation relating to the Merger (see the section entitled "The Merger—Litigation Relating to the Merger") and the SEC process, as well as the proposed timeline for the closing of the Merger.

WillScot Board's Recommendation and Reasons for the Merger

        On March 1, 2020, the WillScot Board unanimously (1) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, the issuance of WillScot Class A Common Stock and the adoption of the A&R Charter and the A&R Bylaws in connection with the Merger in the forms attached to the Merger Agreement as Exhibit B and Exhibit C, respectively, copies of which are attached to this joint proxy statement/prospectus as Annex B and Annex C, respectively, are fair to and in the best interests of WillScot and WillScot stockholders, (2) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger and the issuance of WillScot Class A Common Stock in connection with the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, including the adoption of the A&R Charter and the A&R Bylaws, (3) resolved to recommend the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal to WillScot stockholders, on the terms and subject to the conditions set forth in the Merger Agreement and (4) directed that the WillScot Stock Issuance Proposal and the Combined Company Charter Amendment Proposal be submitted to WillScot stockholders for approval.

        On April 1, 2020, the WillScot Board unanimously (1) determined that the amendment and restatement of the WillScot 2017 Incentive Plan as the Combined Company 2020 Incentive Plan in the form attached to this joint proxy statement/prospectus as Annex E is fair to and in the best interests of WillScot and WillScot stockholders, (2) approved and declared advisable the Combined Company 2020 Incentive Plan, (3) resolved to recommend the 2020 Incentive Plan Proposal to WillScot stockholders, on the terms and subject to the conditions set forth in the Merger Agreement and (4) directed that the 2020 Incentive Plan Proposal be submitted to WillScot stockholders for approval.

        In evaluating the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, the WillScot Board consulted with WillScot's management and legal and financial advisors through an extensive strategic review and due diligence process. In reaching its decision, the WillScot Board evaluated, among other things, the financial effects of the transactions from the perspective of WillScot and its stockholders and the impact of the transactions on WillScot and WillScot's business from a strategic and operational perspective. In recommending that WillScot

72


Table of Contents

stockholders vote their shares of WillScot Common Stock in favor of the WillScot Proposals, the WillScot Board considered a number of factors, including the following (not necessarily listed in order of relative importance):

73


Table of Contents

74


Table of Contents

75


Table of Contents

        The WillScot Board also considered a number of uncertainties, risks and other factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following (not necessarily listed in order of relative importance):

76


Table of Contents

77


Table of Contents

        The WillScot Board believed that, overall, the Merger and the other transactions contemplated by the Merger Agreement were a unique opportunity, and after taking into account the foregoing risks, the WillScot Board determined that because the future of the Combined Company was so attractive and promising, the Merger and the other transactions contemplated by the Merger Agreement were overwhelmingly in the interest of WillScot stockholders.

        This discussion of the information and factors considered by the WillScot Board in reaching its conclusions and recommendation includes the principal factors considered by the WillScot Board, but is not intended to be exhaustive and may not include all of the factors considered by the WillScot Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the other transactions contemplated by the Merger Agreement, and the complexity of these matters, the WillScot Board did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve and declare advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and to make its recommendation to WillScot stockholders. Rather, the WillScot Board viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of WillScot's management and WillScot's advisors, as well as the directors' individual experiences and expertise. In addition, individual members of the WillScot Board may have assigned different weights to different factors.

        WillScot's executive officers may have interests in the Merger that are different from, or in addition to, those of WillScot stockholders generally. The WillScot Board was aware of and considered these potential interests, among other matters, in evaluating the Merger and in making its recommendation to WillScot stockholders. For a discussion of these interests, see the section entitled "The Merger—Interests of Certain of WillScot's Directors and Executive Officers in the Merger."

        The WillScot Board unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, were fair to and in the best interests of WillScot and its stockholders and approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. Accordingly, the WillScot Board unanimously recommends that WillScot stockholders vote "FOR" the WillScot Stock Issuance Proposal, "FOR" the Combined Company Charter Amendment Proposal, "FOR" the 2020 Incentive Plan Proposal and "FOR" the WillScot Adjournment Proposal at the WillScot special meeting.

        The WillScot Board and management team have a track record of engagement with WillScot stockholders and the wider investment community, including through participation in industry conferences, with respect to variety of company-specific announcements and near-and-long term trends in sectors and geographies within which the company operates. During the relevant periods, the WillScot Board considered the public statements made by certain industry participants and other information obtained in the ordinary course through the company's engagement with the investment community, relating to the Merger (see the section entitled "The Merger—Background of the Merger"). Based on the considerations above, WillScot's Board continues to believe that the

78


Table of Contents

transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of WillScot and its stockholders.

Mobile Mini Board's Recommendation and Reasons for the Merger

        On March 1, 2020, the Mobile Mini Board, by a vote of ten to one directors, (1) determined that the Merger Agreement and the transactions contemplated thereby (including the Merger) are fair to and in the best interest of the Mobile Mini stockholders, (2) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby (including the Merger), (3) directed that the approval and adoption of the Merger Agreement and the Merger be submitted to a vote at a meeting of the Mobile Mini stockholders and (4) recommended the approval and adoption of the Merger Agreement and the Merger by the Mobile Mini stockholders.

        In evaluating the Merger Agreement and the transactions contemplated by it (including the Merger), the Mobile Mini Board consulted with Mobile Mini's management and legal and financial advisors and, in reaching its decision to approve the Merger Agreement and to recommend that Mobile Mini stockholders vote "FOR" the Mobile Mini Merger Proposal, the Mobile Mini Board considered a variety of factors, including the following (which are not necessarily in order of their relative importance):

79


Table of Contents

80


Table of Contents

81


Table of Contents

82


Table of Contents

83


Table of Contents

        In its deliberations regarding the Merger, the Mobile Mini Board also weighed the opportunities and advantages described above against a number of uncertainties, risks and potential negative factors concerning the Merger, including the following (which are not necessarily in order of their relative importance):

84


Table of Contents

85


Table of Contents

        In addition, the Mobile Mini Board was aware of and considered that Mobile Mini's directors and executive officers may receive in connection with the Merger certain benefits that are different from, and in addition to, those of Mobile Mini's other stockholders, including new employment agreements and compensation arrangements for certain executive officers (see the section entitled "The Merger—Interests of Mobile Mini's Directors and Executive Officers in the Merger").

        The Mobile Mini Board considered the foregoing factors as a whole and concluded that the positive factors described above significantly outweighed the potential negative factors concerning the Merger. Accordingly, the Mobile Mini Board determined that entering into the Merger Agreement is in the best interests of Mobile Mini's stockholders, and resolved to recommend to Mobile Mini stockholders that they vote to adopt the Merger Agreement.

        The foregoing discussion of the material factors considered by the Mobile Mini Board in its consideration of the Merger is not intended to be exhaustive, but does set forth the principal factors considered by the Mobile Mini Board. In light of the number and wide variety of factors considered in connection with the evaluation of the Merger, and the complexity of these matters, the Mobile Mini Board did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weights or values to the specific factors it considered in reaching its final decision to approve the Merger Agreement. The Mobile Mini Board made its decision to approve the Merger Agreement based on all of the information available to it and the factors presented to and considered by it, including its experience and history. In addition, individual directors may themselves have given different weight to different factors.

        The factors, potential risks and uncertainties contained in this explanation of Mobile Mini's reasons for the Merger and other information presented in this section contain information that is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled "Cautionary Note Regarding Forward-Looking Statements."

View of Dissenting Mobile Mini Director

        At the March 1, 2020 meeting of the Mobile Mini Board in which the Mobile Mini Board, among other things, approved and adopted the Merger Agreement, James J. Martell voted against such approval and adoption. Mr. Martell does not believe that the Merger represents the best strategic alternative for Mobile Mini and its stockholders due to: the different business lines of Mobile Mini and WillScot; the integration risks in the combination resulting from the different operating and incentive models, governance approaches, cultures, business focuses and strategies, and approaches to the use of technology; the challenges Mr. Martell sees resulting from such differences for the Combined Company Board and the management team of the Combined Company; the differences in the two companies' historical financial performance and Mr. Martell's assessment of their respective financial momentum and prospective trajectories; Mr. Martell's belief that the business combination would not drive growth for Mobile Mini's stockholders because it would dilute, in Mr. Martell's opinion, Mobile Mini's superior economic characteristics; Mr. Martell's concerns over the level of revenue synergies in the combination due to the largely different customer bases of the two companies, and that, when Mobile Mini divested its mobile office fleet in 2015, 3% of Mobile Mini's customers had both a mobile office and storage container on rent; and Mr. Martell's concerns regarding the benefits of scale resulting from the combination. Mr. Martell also notified Mobile Mini in writing that he intends to vote his shares of Mobile Mini Common Stock against the Mobile Mini Merger Proposal.

86


Table of Contents

Opinions of WillScot's Financial Advisors

Opinion of Morgan Stanley & Co. LLC

        WillScot retained Morgan Stanley to provide it with financial advisory services in connection with the proposed Merger. WillScot selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation, and its knowledge of the business and affairs of WillScot. As part of this engagement, the WillScot Board requested that Morgan Stanley evaluate the fairness, from a financial point of view, to WillScot of the Exchange Ratio pursuant to the Merger Agreement. On March 1, 2020, at a meeting of the WillScot Board, Morgan Stanley rendered its oral opinion, subsequently confirmed by delivery of a written opinion, that, as of March 1, 2020, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the Exchange Ratio pursuant to the Merger Agreement was fair, from a financial point of view, to WillScot.

        The full text of the written opinion of Morgan Stanley delivered to the WillScot Board, dated March 1, 2020, is attached to this joint proxy statement/prospectus as Annex F and is incorporated herein by reference in its entirety. You should read Morgan Stanley's written opinion and this summary of Morgan Stanley's opinion carefully and in their entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such written opinion. Morgan Stanley's opinion was directed to the WillScot Board, in its capacity as such, and addressed only the fairness from a financial point of view to WillScot of the Exchange Ratio pursuant to the Merger Agreement as of the date of such opinion. Morgan Stanley's opinion did not address any other aspects or implications of the Merger. Morgan Stanley's opinion did not in any manner address the price at which the shares of Combined Company Common Stock would trade following the Merger or at any time, and Morgan Stanley expressed no opinion or recommendation to any holder of shares of WillScot Common Stock or Mobile Mini Common Stock as to how such holder should vote at the WillScot special meeting or Mobile Mini special meeting, as applicable, or whether to take any other action with respect to the Merger.

        For purposes of rendering its opinion, Morgan Stanley:

87


Table of Contents

        Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by WillScot and Mobile Mini, and formed a substantial basis for its opinion. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the Merger, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of WillScot and Mobile Mini of the future financial performance of WillScot and Mobile Mini. In addition, Morgan Stanley assumed that the Merger would be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the Merger would be treated as a tax-free reorganization, pursuant to the Code, that WillScot will obtain financing in accordance with the terms set forth in the Commitment Letter and that the definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to it. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Merger, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of WillScot and Mobile Mini and their legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Mobile Mini's officers, directors or employees, or any class of such persons, relative to the Exchange Ratio to be paid to the holders of shares of Mobile Mini Common Stock in the Merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Mobile Mini or WillScot, nor was it furnished with any such valuations or appraisals. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion.

Summary of Financial Analyses of Morgan Stanley

        The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the WillScot Board, each dated March 1, 2020. The following summary is not a complete description of the financial analyses

88


Table of Contents

performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 28, 2020, the most recent trading day prior to Morgan Stanley's presentation to the WillScot Board of its financial analysis on March 1, 2020. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley's opinion. Furthermore, mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using the data referred to below.

        In performing the financial analyses summarized below and in arriving at its opinion, at the direction of the WillScot Board, Morgan Stanley utilized and relied upon certain financial projections relating to WillScot and Mobile Mini, each provided by WillScot management and Mobile Mini management, respectively. The financial projections are more fully described in "The Merger—Certain Unaudited Prospective Financial Information."

Discounted Cash Flow Analysis

        Morgan Stanley performed a discounted cash flow analysis on both WillScot and Mobile Mini based on estimates of future cash flows from June 30, 2020 through December 31, 2024 and calculated a terminal value at the end of such projection period.

WillScot Discounted Cash Flow Analysis

        With respect to WillScot, Morgan Stanley calculated a range of implied total equity values of WillScot and values per share of WillScot Common Stock based on estimates of future unlevered free cash flows from June 30, 2020 through December 31, 2024. Morgan Stanley first calculated the present value of the unlevered free cash flows (defined as net cash provided by operating activities prior to after-tax interest expense, minus or plus, net cash used in or provided by investing activities and excludes tax savings from the use of net operating losses) of WillScot based on estimates by WillScot management. Morgan Stanley then calculated a terminal value range for WillScot by applying a perpetuity growth rate of 2.5%, based on Morgan Stanley's professional judgment, to the unlevered free cash flow of WillScot for the terminal year. Morgan Stanley then discounted the unlevered free cash flow and terminal value to present value as of June 30, 2020 using discount rates of 6.1% to 7.4%, representing the range of discount rates for WillScot selected by Morgan Stanley based on Morgan Stanley's estimation of WillScot's weighted average cost of capital. Morgan Stanley then added the present value of tax savings from net operating losses (discounted by the applicable weighted average cost of capital) and deducted the net debt of WillScot from the resulting value to derive equity value. Net debt was based on WillScot's management projections of net debt as of June 30, 2020.

        Based on the above-described analysis, Morgan Stanley derived a range of implied values per share of WillScot Common Stock as of June 30, 2020 of $28.66 to $41.58.

Mobile Mini Discounted Cash Flow Analysis

        With respect to Mobile Mini, Morgan Stanley calculated a range of implied total equity values of Mobile Mini and values per share of Mobile Mini Common Stock based on estimates of future unlevered free cash flows from June 30, 2020 through December 31, 2024. Morgan Stanley first calculated the present value of the unlevered free cash flows (defined as net cash provided by operating

89


Table of Contents

activities prior to after-tax interest expense, minus or plus, net cash used in or provided by investing activities and excludes tax savings from the use of net operating losses) of Mobile Mini based on estimates by Mobile Mini management. Morgan Stanley then calculated a terminal value range for Mobile Mini by applying a perpetuity growth rate of 2.5%, based on Morgan Stanley's professional judgment, to the unlevered free cash flow of Mobile Mini for the terminal year. Morgan Stanley then discounted the unlevered free cash flow and terminal value to present value as of June 30, 2020 using discount rates of 5.1% to 6.4%, representing the range of discount rates for Mobile Mini selected by Morgan Stanley based on Morgan Stanley's estimation of Mobile Mini's weighted average cost of capital. Morgan Stanley then added the present value of tax savings from net operating losses and impact of accelerated depreciation and amortization (discounted by the applicable weighted average cost of capital) and deducted the net debt of Mobile Mini from the resulting value to derive equity value. Net debt was based on Mobile Mini's management projections of net debt as of June 30, 2020.

        Based on the above-described analysis, Morgan Stanley derived a range of implied values per share of Mobile Mini Common Stock as of June 30, 2020 of $65.68 to $105.41.

Exchange Ratio Implied by Discounted Cash Flow Analysis

        Morgan Stanley calculated the exchange ratio range implied by the discounted cash flow analyses. Morgan Stanley compared the lowest implied per share value for Mobile Mini Common Stock to the highest implied per share value for WillScot Common Stock to derive the lowest exchange ratio implied by the analyses. Similarly, Morgan Stanley compared the highest implied per share value for Mobile Mini Common Stock to the lowest implied per share value for WillScot Common Stock to derive the highest exchange ratio implied by the analyses. The implied exchange ratio range resulting from the analysis was 1.58x to 3.68x. Morgan Stanley noted that the Merger Agreement provided for an exchange ratio of 2.4050x.

Discounted Equity Value Analysis

        For each of WillScot and Mobile Mini, Morgan Stanley performed a discounted equity value analysis, which is designed to provide an indication of the present value of a company's equity as a function of such company's estimated future financial performance and illustrative trading multiple. For purposes of this section reference to EBITDA refers to "Adjusted EBITDA" as more fully described in "The Merger—Certain Unaudited Prospective Financial Information."

WillScot Discounted Equity Value—based on aggregate value to EBITDA multiple

        Morgan Stanley calculated the discounted equity value per share of WillScot Common Stock as of June 30, 2020. To calculate the discounted equity value per share of WillScot Common Stock, Morgan Stanley utilized calendar year 2023 EBITDA based on the financial forecasts provided by WillScot management. Morgan Stanley calculated the future aggregate value of WillScot at December 31, 2021 by applying an aggregate value to EBITDA multiple range of 7.1x to 9.1x to the estimated calendar year 2023 EBITDA based on the financial forecasts provided by WillScot management. This multiple range was derived based on Morgan Stanley's professional judgment after analyzing the aggregate value to 2 year forward EBITDA multiple that shares of WillScot Common Stock traded on February 28, 2020. To arrive at the implied equity value of WillScot, Morgan Stanley then deducted from the implied aggregate value WillScot's estimated net debt as of December 31, 2021. The resulting equity value was then discounted to June 30, 2020 using a cost of equity for WillScot of 8.5% based on Morgan Stanley's estimate of WillScot's cost of equity derived using the capital asset pricing model. This analysis resulted in a range of implied values per share of WillScot Common Stock of $18.82 to $26.05.

90


Table of Contents

Mobile Mini Discounted Equity Value—based on aggregate value to EBITDA multiple

        Morgan Stanley calculated the discounted equity value per share of Mobile Mini Common Stock as of June 30, 2020. To calculate the discounted equity value per share of Mobile Mini Common Stock, Morgan Stanley utilized calendar year 2023 EBITDA based on the financial forecasts provided by Mobile Mini management. Morgan Stanley calculated the future aggregate value of Mobile Mini at December 31, 2021 by applying an aggregate value to EBITDA multiple of 8.8x to 10.8x to the estimated calendar year 2023 EBITDA based on the financial forecasts provided by Mobile Mini management. This multiple range was derived based on Morgan Stanley's professional judgment after analyzing the aggregate value to 2 year forward EBITDA multiple that shares of Mobile Mini Common Stock traded on February 28, 2020. To arrive at the implied equity value of Mobile Mini, Morgan Stanley then deducted from the implied aggregate value Mobile Mini's estimated net debt as of December 31, 2021. The resulting equity value was then discounted to June 30, 2020 using a cost of equity for Mobile Mini of 7.1% based on Morgan Stanley's estimate of Mobile Mini's cost of equity derived using the capital asset pricing model. The results were then adjusted to account for the value of the Mobile Mini dividend on a per share basis. This analysis resulted in a range of implied values per share of Mobile Mini Common Stock of $42.55 to $54.35.

Exchange Ratio Implied by Discounted Equity Value Analysis—based on aggregate value to EBITDA multiple

        Morgan Stanley then calculated the exchange ratio range implied by the discounted equity value analysis. Morgan Stanley compared the lowest implied equity value per share of Mobile Mini Common Stock to the highest implied equity value per share of WillScot Common Stock to derive the lowest exchange ratio implied by the discounted equity value analyses. Similarly, Morgan Stanley compared the highest implied equity value per share of Mobile Mini Common Stock to the lowest implied equity value per share of WillScot Common Stock to derive the highest exchange ratio implied by the discounted equity value analyses. The implied exchange ratio range resulting from the analysis was 1.63x to 2.89x. Morgan Stanley noted that the Merger Agreement provided for an exchange ratio of 2.4050x.

WillScot Discounted Equity Value—based on aggregate value to EBITDA net of capital expenditures multiple

        Morgan Stanley calculated the discounted equity value per share of WillScot Common Stock as of June 30, 2020. To calculate the discounted equity value per share of WillScot Common Stock, Morgan Stanley utilized calendar year 2023 EBITDA net of capital expenditures based on the financial forecasts provided by WillScot management. Morgan Stanley calculated the future aggregate value of WillScot at December 31, 2021 by applying an aggregate value to EBITDA net of capital expenditures multiple of 11.5x to 13.5x to the estimated calendar year 2023 EBITDA net of capital expenditures based on the financial forecasts provided by WillScot management. This multiple range was derived based on Morgan Stanley's professional judgment after analyzing the aggregate value to 2 year forward EBITDA net of capital expenditures multiple that shares of WillScot Common Stock traded on February 28, 2020. To arrive at the implied equity value of WillScot, Morgan Stanley then deducted from the implied aggregate value WillScot's estimated net debt as of December 31, 2021. The resulting equity value was then discounted to June 30, 2020 using a cost of equity for WillScot of 8.5% based on Morgan Stanley's estimate of WillScot's cost of equity derived using the capital asset pricing model. This analysis resulted in a range of implied values per share of WillScot Common Stock of $17.66 to $21.90.

91


Table of Contents

Mobile Mini Discounted Equity Value—based on aggregate value to EBITDA net of capital expenditures multiple

        Morgan Stanley calculated the discounted equity value per share of Mobile Mini Common Stock as of June 30, 2020. To calculate the discounted equity value per share of Mobile Mini Common Stock, Morgan Stanley utilized calendar year 2023 EBITDA net of capital expenditures based on the financial forecasts provided by Mobile Mini management. Morgan Stanley calculated the future aggregate value of Mobile Mini at December 31, 2021 by applying an aggregate value to EBITDA net of capital expenditures multiple of 11.7x to 13.7x to the estimated calendar year 2023 EBITDA net of capital expenditures based on the financial forecasts provided by Mobile Mini management. This multiple range was derived based on Morgan Stanley's professional judgment after analyzing the aggregate value to 2 year forward EBITDA net of capital expenditures multiple that shares of Mobile Mini Common Stock traded on February 28, 2020. To arrive at the implied equity value of Mobile Mini, Morgan Stanley then deducted from the implied aggregate value Mobile Mini's estimated net debt as of December 31, 2021. The resulting equity value was then discounted to June 30, 2020 using a cost of equity for Mobile Mini of 7.1% based on Morgan Stanley's estimate of Mobile Mini's cost of equity derived using the capital asset pricing model. The results were then adjusted to account for the value of the Mobile Mini dividend on a per share basis. This analysis resulted in a range of implied values per share of Mobile Mini Common Stock of $44.86 to $54.12.

Exchange Ratio Implied by Discounted Equity Value Analysis—based on aggregate value to EBITDA net of capital expenditures multiple

        Morgan Stanley then calculated the exchange ratio range implied by the discounted equity value analysis. Morgan Stanley compared the lowest implied equity value per share of Mobile Mini Common Stock to the highest implied equity value per share of WillScot Common Stock to derive the lowest exchange ratio implied by the discounted equity value analyses. Similarly, Morgan Stanley compared the highest implied equity value per share of Mobile Mini Common Stock to the lowest implied equity value per share of WillScot Common Stock to derive the highest exchange ratio implied by the discounted equity value net of capital expenditures analyses. The implied exchange ratio range resulting from the analysis was 2.05x to 3.06x. Morgan Stanley noted that the Merger Agreement provided for an exchange ratio of 2.4050x.

Other Information

Equity Research Analysts' Price Targets

        Morgan Stanley reviewed publicly available equity research analysts' 12-month share price targets for WillScot Common Stock (including those of an affiliate of Morgan Stanley) and for Mobile Mini Common Stock. Morgan Stanley noted that the price targets issued by those research analysts with publicly available price targets ranged from $20.00 to $27.00 per share of WillScot Common Stock and $44.00 to $64.00 per share of Mobile Mini Common Stock.

        Morgan Stanley compared the lowest publicly available price target for Mobile Mini Common Stock to the highest publicly available price target for WillScot Common Stock to derive the lowest exchange ratio implied by such research analyst price targets. Similarly, Morgan Stanley compared the highest publicly available price target for Mobile Mini Common Stock to the lowest publicly available price target for WillScot Common Stock to derive the highest exchange ratio implied by such research analyst price targets. The implied exchange ratio range resulting from this analysis was 1.63x to 3.20x. Morgan Stanley noted that the Merger Agreement provided for an exchange ratio of 2.4050x.

        The public market trading price targets published by equity research analysts do not necessarily reflect the current market trading prices for shares of WillScot Common Stock or Mobile Mini

92


Table of Contents

Common Stock, and these estimates are subject to uncertainties, including the future financial performance of WillScot and Mobile Mini as well as future market conditions.

        The analysts' price targets were presented for reference purposes only, and were not relied upon for valuation purposes.

Historical Trading Prices Analysis

        Morgan Stanley reviewed the historical high and low trading prices of WillScot Common Stock and Mobile Mini Common Stock over the last 52 weeks. Morgan Stanley noted that the WillScot Common Stock traded in a low to high range from $9.79 to $19.79 and Mobile Mini Common Stock traded in a low to high range from $29.02 to $45.75.

        Morgan Stanley also analyzed the implied exchange ratio based on the historical low and high daily implied exchange ratios. The implied exchange ratio range resulting from this analysis was 1.99x to 3.59x.

        The historical trading prices were presented for reference purposes only, and were not relied upon for valuation purposes.

Precedent Premia Analysis

        Morgan Stanley reviewed, based on publicly available information, the premiums paid in selected acquisition transactions in the United States.

        Shared Governance Mergers.    Morgan Stanley considered premiums paid in the following transactions, which involved transactions since 2010 in which the consideration was stock and which had a transaction value of $1.0 billion or more and in which (1) the acquiring company shareholders retained ownership of between 51% and 60% in the combined company and (2) the combined company split the CEO and Chairman role between acquiror and target:

Acquiror   Target   Date Announced   Premium to
Unaffected

First Horizon National Corporation

  IBERIABANK Corporation   November 2019   0%

United Technologies Corporation

  Raytheon Company   June 2019   0%

Global Payments Inc. 

  Total System Services, Inc.   May 2019   20%

Henderson Group plc

  Janus Capital Group, Inc.   October 2016   2%

Enbridge Inc. 

  Spectra Energy Corp.   September 2016   12%

AmSurg Corp. 

  Envision Healthcare Holdings, Inc.   June 2016   (0%)

FMC Technologies, Inc. 

  Technip SA   May 2016   20%

BBCN Bancorp, Inc. 

  Wilshire Bancorp Inc.   December 2015   10%

DENTSPLY International Inc. 

  Sirona Dental Systems Inc.   September 2015   (1%)

Standard Pacific Corp. 

  Ryland Group Inc.   June 2015   0%

Holly Corp

  Frontier Oil Corp   February 2011   (4%)

Northeast Utilities

  NSTAR   October 2010   2%

UAL Corporation

  Continental Airlines, Inc.   May 2010   11%

        Morgan Stanley noted that the mean and median premiums paid in the transactions reviewed were approximately 6% and 2%, respectively, over the unaffected closing stock price. Based on this analysis

93


Table of Contents

and its professional judgment, Morgan Stanley selected a reference premium range of 0% to 20% to apply to Mobile Mini's closing stock price on February 28, 2020 of $38.99.

        United States All-Stock Transactions.    Morgan Stanley considered mean premiums paid in all reported transactions where the consideration was stock and which had a transaction value of $1.0 billion or more from January 1, 1996 through December 31, 2019. Morgan Stanley noted that the mean across transactions included in the data set was 29.1%, over the unaffected closing stock price (defined as the earliest of the day before market rumors directly mentioning the company name or the last full day of trading before transaction announcement). Based on this analysis and its professional judgment, Morgan Stanley selected a reference premium range of 25% to 35% to apply to Mobile Mini's closing stock price on February 28, 2020 of $38.99.

        Morgan Stanley then calculated the exchange ratio implied by dividing the reference ranges for a share of Mobile Mini Common Stock derived from the precedent premia analyses by the closing price for WillScot Common Stock on February 28, 2020 of $17.54. The analyses indicated the following implied per share equity value reference ranges for a share of Mobile Mini Common Stock and the corresponding implied exchange ratio ranges:

 
  Selected Premium
Range
  Implied Mobile Mini
Share Price Range
  Implied Exchange
Ratio Range

Shared Governance Mergers

  0%–20%   $38.99–$46.79   2.22x–2.67x

North American All-Stock Transactions

  25%–35%   $48.74–$52.64   2.78x–3.00x

        Morgan Stanley noted that the closing price for Mobile Mini Common Stock on February 28, 2020 was $38.99. Morgan Stanley noted that the implied offer price per share of Mobile Mini Common Stock as of the close of trading on February 28, 2020 was $42.18. Morgan Stanley noted that the Merger Agreement provided for an exchange ratio of 2.4050x.

        No company or transaction utilized as a comparison in the analysis of selected precedent premia transactions is identical to Mobile Mini or WillScot or directly comparable to the Merger in business mix, timing and size or other metrics. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences between the Merger and the other transactions, Mobile Mini and WillScot and other factors. In evaluating the precedent premia transactions, Morgan Stanley made judgments and assumptions with regard to the applicable transactions, size, business mix, governance matters, industry performance, geographic mix, economic, market and financial conditions and other matters, many of which are beyond the control of Mobile Mini or WillScot. Mathematical analyses (such as determining the mean or median) are not in themselves a meaningful method of using comparable data.

        The precedent transactions were presented for reference purposes only, and were not relied upon for valuation purposes.

General

        Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular

94


Table of Contents

analysis described above should not be taken to be Morgan Stanley's view of the actual value of WillScot or Mobile Mini.

        In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters. Many of these assumptions are beyond the control of WillScot and Mobile Mini and variations to such financial assumptions and methodologies may impact the results of Morgan Stanley's analysis. Any estimates contained in Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

        Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the Exchange Ratio to WillScot pursuant to the Merger Agreement, and in connection with the delivery of its opinion to the WillScot Board. These analyses do not purport to be appraisals or to reflect the prices at which WillScot Common Stock or Mobile Mini Common Stock, including the Combined Company following the Merger, might actually trade.

        The Exchange Ratio was determined through arm's-length negotiations between WillScot and Mobile Mini and was approved by the WillScot Board. Morgan Stanley provided advice to WillScot during these negotiations. Morgan Stanley did not, however, recommend any specific exchange ratio to WillScot, nor that any specific exchange ratio constituted the only appropriate exchange ratio for the Merger. Morgan Stanley's opinion and presentation to the WillScot Board was one of many factors taken into consideration by the WillScot Board in deciding to approve and adopt the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the WillScot Board with respect to the exchange ratio or of whether the WillScot Board would have been willing to agree to a different exchange ratio.

        Morgan Stanley's opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Morgan Stanley's securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of WillScot, TDR Capital, Mobile Mini, or any other company, or any currency or commodity, that may be involved in the transactions contemplated by the Merger Agreement, or any related derivative instrument.

        Under the terms of its engagement letter, Morgan Stanley provided the WillScot Board with financial advisory services and the opinion described in this section and attached as Annex F to this joint proxy statement/prospectus in connection with the Merger, and WillScot has agreed to pay Morgan Stanley a fee of $4,000,000, in connection with the rendering of its opinion, payable upon the earlier of the execution of the Merger Agreement or upon the delivery of such opinion. If the Merger is consummated, WillScot has agreed to pay Morgan Stanley a transaction fee of $20,000,000 (less any fee that has been previously paid), which is contingent upon the consummation of the Merger. WillScot has also agreed to reimburse Morgan Stanley for its expenses incurred in performing its services. WillScot has agreed to indemnify Morgan Stanley and its affiliates, their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, relating to or arising out of Morgan Stanley's engagement.

        In the two years prior to the date of Morgan Stanley's opinion, in addition to the services provided in connection with the Merger and the opinion, Morgan Stanley provided financing services to WillScot, and received fees of approximately $5 to 15 million in connection with such services. In the two years

95


Table of Contents

prior to the date of Morgan Stanley's opinion, Morgan Stanley has not been engaged on any financial advisory or financing assignments for Mobile Mini, and has not received any fees from Mobile Mini. In the two years prior to the date of Morgan Stanley's opinion, Morgan Stanley provided financial advisory and financing services to TDR Capital, which as of the date of the opinion, beneficially owned approximately 45% of the WillScot Class A Common Stock, in each case through its affiliate Sapphire Holding, and received fees of approximately $15 to $30 million in connection with such services. Morgan Stanley may seek to provide financial advisory and financing services to WillScot, Mobile Mini and their respective affiliates (including TDR Capital) in the future and would expect to receive fees for the rendering of those services.

Opinion of Stifel, Nicolaus & Company, Incorporated

        WillScot engaged Stifel to render an opinion to the WillScot Special Committee as to the fairness, from a financial point of view, to WillScot of the Exchange Ratio in the Merger pursuant to the Merger Agreement. WillScot selected Stifel because Stifel is a nationally recognized investment banking firm with substantial experience in transactions similar to the Merger. As part of its investment banking business, Stifel is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions.

        The full text of the written opinion of Stifel, dated March 1, 2020, is attached as Annex G to this joint proxy statement/prospectus and is incorporated into this document by reference. This summary of Stifel's opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Stockholders are urged to read the opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Stifel in connection with its opinion. Stifel's opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the WillScot Special Committee (in its capacity as such) in connection with its consideration of the Exchange Ratio. The opinion addressed only the fairness, from a financial point of view, to WillScot of the Exchange Ratio in the Merger pursuant to the Merger Agreement as of March 1, 2020. It did not address the underlying business decision of WillScot to engage in the Merger or enter into the Merger Agreement or constitute a recommendation to the WillScot Special Committee in connection with the Merger, and it does not constitute a recommendation to any holder of WillScot common stock or any stockholder of any other entity as to how to vote in connection with the Merger or any other matter, nor does it constitute a recommendation as to whether or not any such stockholder should enter into a voting, stockholders', affiliates' or other agreement with respect to the Merger or exercise any dissenters' or appraisal rights that may be available to such stockholder.

        Stifel's opinion was reviewed and approved by Stifel's Fairness Opinion Committee. In rendering its opinion, Stifel has, among other things:

96


Table of Contents

        In rendering its opinion, Stifel relied upon and assumed, without independent verification, the accuracy and completeness of all of the financial and other information that was provided to Stifel by or on behalf of WillScot or Mobile Mini, or that was otherwise reviewed by Stifel, and had not assumed any responsibility for independently verifying any of such information. With respect to the WillScot Projections, Stifel assumed, at the direction of WillScot management, that they were reasonably prepared in good faith on the basis reflecting the best currently available estimates and judgments of WillScot management as to the future operating and financial performance of WillScot, and that they provided a reasonable basis upon which Stifel could form its opinion. With respect to the Mobile Mini Projections, Stifel assumed, at the direction of WillScot management, that they were reasonably prepared in good faith on the basis reflecting the best currently available estimates and judgments of the Mobile Mini management as to the future operating and financial performance of Mobile Mini, and that they provided a reasonable basis upon which Stifel could form its opinion. Such forecasts and projections were not prepared with the expectation of public disclosure. All such projected financial information was based on numerous variables and assumptions that were inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such projected financial information. Stifel relied on this projected information without independent verification or analyses and did not in any respect assume any responsibility for the accuracy or completeness thereof.

97


Table of Contents

        Stifel also relied upon and assumed, without independent verification, that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either WillScot or Mobile Mini since the date of the last financial statements of each company made available to Stifel, and that there was no information or any facts that would make any of the information reviewed by Stifel incomplete or misleading. Stifel did not make or obtain any independent evaluation, appraisal or physical inspection of either WillScot's or Mobile Mini's assets or liabilities, nor has Stifel been furnished with any such evaluation or appraisal. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, Stifel assumed no responsibility for their accuracy.

        Stifel assumed, with the consent of the WillScot Special Committee, that there were no factors that would delay or subject to any adverse conditions any necessary regulatory or governmental approval and that all conditions to the Merger would be satisfied and not waived. In addition, Stifel assumed that the definitive Merger Agreement and the WillScot 10-K would not differ materially from the drafts Stifel reviewed. Stifel also assumed that the Merger would be consummated substantially on the terms and conditions described in the Merger Agreement, without any waiver of material terms or conditions by WillScot or any other party and without any adjustment to the Exchange Ratio, and that obtaining any necessary regulatory approvals or satisfying any other conditions for consummation of the Merger would not have an adverse effect on WillScot, Mobile Mini or the Merger. Stifel also assumed, with the consent of the WillScot Special Committee, that the Merger would qualify as a tax-free transaction. Stifel assumed that the Merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. Stifel further relied upon the fact that WillScot obtained the advice of its counsel, independent accountants and other advisors (other than Stifel) as to all legal, financial reporting, tax, accounting and regulatory matters with respect to WillScot, the Merger and the Merger Agreement, and assumed that all such advice was accurate.

        Stifel's opinion is limited to whether the Exchange Ratio was fair to WillScot, from a financial point of view, as of March 1, 2020, and does not address any other terms, aspects or implications of the Merger including, without limitation, the form or structure of the Merger, any consequences of the Merger on WillScot, its stockholders, creditors or otherwise, or any terms, aspects or implications of (including any consideration payable under) any voting, support, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the Merger or otherwise. Stifel's opinion also does not consider, address or include: (i) any other strategic alternatives then-currently (or which had been or may be) contemplated by the WillScot Special Committee, the WillScot Board or WillScot; (ii) the legal, tax or accounting consequences of the Merger on WillScot or the holders of shares of WillScot Common Stock; (iii) the fairness of the amount or nature of any compensation to any of WillScot's officers, directors or employees, affiliates or class of such persons, relative to the consideration to be received by the holders of WillScot's securities; (iv) the effect of the Merger on, or the fairness of the consideration to be received by, holders of any class of securities of WillScot other than the shares of WillScot Common Stock, or any class of securities of any other party to any transaction contemplated by the Merger Agreement; or (v) any advice or opinions provided by any other advisor to WillScot or Mobile Mini. Furthermore, Stifel did not express any opinion as to the prices, trading range or volume at which WillScot's or Mobile Mini's securities (including the WillScot Common Stock and the Mobile Mini Common Stock) would trade following public announcement or consummation of the Merger.

        Stifel was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Merger, the securities, assets, businesses or operations of WillScot, Mobile Mini or any other party, or any alternatives to the Merger, (b) negotiate the terms of the Merger, or (c) advise the WillScot Special

98


Table of Contents

Committee, the WillScot Board or any other party with respect to alternatives to the Merger. Stifel's opinion was necessarily based on economic, market, financial and other conditions as they existed on, and on the information made available to Stifel by or on behalf of WillScot or Mobile Mini or their respective advisors, or information otherwise reviewed by Stifel, as of the date of its opinion. It is understood that subsequent developments may affect the conclusion reached in Stifel's opinion and that Stifel does not have any obligation to update, revise or reaffirm its opinion. Stifel's opinion was for the information of, and directed to, the WillScot Special Committee (in its capacity as such) for its information and assistance in connection with its consideration of the financial terms of the Merger and may not be used for any other purpose without Stifel's prior written consent. Stifel's opinion does not constitute a recommendation to the WillScot Special Committee or the WillScot Board as to how the WillScot Special Committee or the WillScot Board should vote on the Merger or to any stockholder of WillScot or Mobile Mini as to how any such stockholder should vote at any stockholders' meeting at which the Merger is considered, or whether or not any stockholder of WillScot should enter into a voting, stockholders' or affiliates' agreement with respect to the Merger, or exercise any dissenters' or appraisal rights that may be available to such stockholder. In addition, Stifel's opinion does not compare the relative merits of the Merger with any other alternative transactions or business strategies which may have been available to WillScot or Mobile Mini and does not address the underlying business decision of the WillScot Special Committee, the WillScot Board or WillScot to proceed with or effect the Merger. Stifel assumed that the WillScot Common Stock to be issued in the Merger to the stockholders of Mobile Mini would be listed on Nasdaq.

        Stifel's opinion was provided to the WillScot Special Committee in connection with its evaluation of the Merger and was only one of many factors considered by the WillScot Special Committee in evaluating the Merger. Neither Stifel's opinion nor its analyses were determinative of the Exchange Ratio or of the views of the WillScot Special Committee or WillScot management with respect to the Merger. The type and amount of consideration payable in the Merger were determined through negotiation between WillScot and Mobile Mini, and the decision to enter into the Merger was solely that of the WillScot Special Committee and the WillScot Board.

        The following is a summary of the material financial analyses performed by Stifel in arriving at its opinion. These summaries of financial analyses alone do not constitute a complete description of the financial analyses Stifel employed in reaching its conclusions. None of the analyses performed by Stifel were assigned a greater significance by Stifel than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by Stifel. Some of the summaries of the financial analyses performed by Stifel include information presented in tabular format. In order to understand the financial analyses performed by Stifel more fully, you should read the tables together with the text of each summary. The tables alone do not constitute a complete description of Stifel's financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Stifel. The summary data set forth below does not represent and should not be viewed by anyone as constituting conclusions reached by Stifel with respect to any of the analyses performed by it in connection with its opinion. Rather, Stifel made its determination as to the fairness, from a financial point of view, to WillScot of the Exchange Ratio in the Merger pursuant to the Merger Agreement on the basis of its experience and professional judgment after considering the results of all of the analyses performed. Accordingly, the data presented and the corresponding imputed ranges of value for Mobile Mini and WillScot should be considered as a whole and in the context of the full narrative description of all of the financial analyses set forth in the following pages, including the assumptions underlying these analyses.

        Except as otherwise noted, the information utilized by Stifel in its analyses, to the extent that it was based on market data, is based on market data as it existed on or before February 28, 2020 and is not necessarily indicative of current market conditions. The analyses described below do not purport to

99


Table of Contents

be indicative of actual future results, or to reflect the prices at which any securities may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities.

Mobile Mini Financial Analysis

Selected Company Analysis

        Stifel compared Mobile Mini, from a financial point of view, to 11 North American publicly-traded rental services and specialized business services companies that Stifel deemed to be relevant based on their business profiles and financial metrics, specifically, with Adj. EBITDA margins in excess of 15%. Stifel compared Mobile Mini's calendar year 2019 and estimated calendar year 2020 financial metrics, as prepared by Mobile Mini management and provided to Stifel by WillScot management, to the estimated calendar year 2019 and 2020 financial metrics, obtained from available public sources, of the 11 companies. Stifel believed that the companies listed below have business models similar to those of Mobile Mini, but noted that none of these companies have the same management, composition, size, operations or financial profile as Mobile Mini. The group of selected publicly-traded companies reviewed were as follows:

Company Name
United Rentals, Inc.
Herc Holdings Inc.
H&E Equipment Services, Inc.
McGrath RentCorp
General Finance Corporation
Waste Management, Inc.
Republic Services, Inc.
Cintas Corporation
Waste Connections, Inc.
Stericycle, Inc.
ServiceMaster Global Holdings, Inc.

        Based on this information, Stifel calculated and compared multiples for Mobile Mini and for the selected public companies of enterprise value ("EV"), which Stifel defined as fully-diluted equity value using the treasury stock method, plus debt, preferred stock and minority interests, less cash and cash equivalents, to estimated calendar year 2019 and 2020: (i) earnings before one-time charges, interest, taxes, depreciation and amortization ("Adj. EBITDA"); (ii) earnings before one-time charges, interest and taxes ("Adj. EBIT"); and (iii) Adj. EBITDA less net capital expenditures ("free cash flow" or "FCF"). For additional information, see the section entitled "Certain Unaudited Prospective Financial Information".

        The following table sets forth the multiples indicated by this analysis, including the range of selected multiples relative to the selected companies and the multiples implied by the Merger:

Multiple:
  Mean   Median   Range of Multiples
Utilized in
the Analysis
  Proposed
Merger

CY 2019E EV/Adj. EBITDA

  11.2x   12.9x   11.2x–12.9x   11.4x

CY 2020E EV/Adj. EBITDA

  11.0x   12.3x   11.0x–12.3x   10.7x

CY 2019E EV/Adj. EBIT

  18.1x   18.5x   18.1x–18.5x   16.1x

CY 2020E EV/Adj. EBIT

  17.4x   18.2x   17.4x–18.2x   14.9x

CY 2019E EV/FCF

  19.9x   21.9x   19.9x–21.9x   16.0x

CY 2020E EV/FCF

  18.3x   19.5x   18.3x–19.5x   13.0x

100


Table of Contents

        Based on its review of the multiples relative to the selected companies, Stifel applied the mean and median multiples of the selected companies to the corresponding estimated calendar year 2019 and 2020 Adj. EBITDA, Adj. EBIT and FCF for Mobile Mini as prepared by Mobile Mini management and provided to Stifel by WillScot management to derive the following ranges of implied per share equity values and compared such values to Mobile Mini's current per share price of $38.99 and Mobile Mini's per share price implied in the Merger of $42.18:

Benchmark
  Range of Implied
Per Share
Equity Values

CY 2019E EV/Adj. EBITDA

  $40.73–$49.96

CY 2020E EV/Adj. EBITDA

  $43.47–$51.13

CY 2019E EV/Adj. EBIT

  $49.83–$51.20

CY 2020E EV/Adj. EBIT

  $52.58–$55.74

CY 2019E EV/FCF

  $57.12–$64.91

CY 2020E EV/FCF

  $67.36–$72.98

        No company utilized in the selected company analysis is identical to Mobile Mini. In evaluating the selected companies, Stifel made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Mobile Mini's control, such as the impact of competition on its business and the industry generally, industry growth and the absence of any adverse material change in Mobile Mini's financial condition and prospects or the industry or in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using peer group data.

Selected Precedent Transactions Analysis

        Based on public information, Stifel calculated and compared the multiples of EV to last 12 month ("LTM") Adj. EBITDA, EV to LTM Adj. EBIT and EV to LTM FCF implied in the Merger Agreement for Mobile Mini to the corresponding multiples implied in the following 12 selected transactions which occurred since 2014 involving North American rental services or specialized business services target companies that Stifel deemed to have certain characteristics that are similar to those of Mobile Mini, although Stifel noted that none of the selected transactions or the companies that participated in the selected transactions were directly comparable to the Merger or to Mobile Mini, respectively. The group of selected transactions reviewed were as follows:

Announcement Date
  Acquirer   Target
6/10/19   Harsco Corporation   CEHI Acquisition Corporation
4/15/19 (Not yet closed)   Waste Management, Inc.   Advanced Disposal Services, Inc.
11/13/18   Platinum Eagle Acquisition Corp.   Algeco US Holdings, LLC
9/10/18   United Rentals, Inc.   Vander Holding Corporation
7/2/18   United Rentals, Inc.   BakerCorp International Holdings, Inc.
6/22/18   WillScot   Modular Space Holdings, Inc.
8/21/17   Double Eagle Acquisition Corp.   Algeco Scotsman Global S.à r.l.
8/17/17   United Rentals, Inc.   Neff Corporation
1/25/17   United Rentals, Inc.   NES Rentals Holdings II, Inc.

101


Table of Contents

Announcement Date
  Acquirer   Target
8/16/16   Cintas Corporation   G&K Services, Inc.
7/15/15   Stericycle, Inc.   Shred-It International ULC
11/13/14   Mobile Mini   Gulf Tanks Holdings, Inc.

        The following table sets forth the multiples indicated by this analysis, including the range of selected multiples relative to the selected precedent transactions and the multiples implied by the Merger:

Multiple:
  Mean   Median   Proposed Merger  

LTM EV/Adj. EBITDA

    9.4x     9.0x     11.4x  

LTM EV/Adj. EBIT

    22.2x     21.9x     16.1x  

LTM EV/FCF

    17.6x     17.1x     16.0x  

        Based on its review of the selected precedent transactions, Stifel applied the mean and median multiples to the corresponding LTM Adj. EBITDA, LTM Adj. EBIT and LTM FCF of Mobile Mini as prepared by Mobile Mini management and provided to Stifel by WillScot management to derive the following range of implied equity values per share and compared such values to Mobile Mini's current per share price of $38.99 and Mobile Mini's per share price implied in the Merger of $42.18:

Benchmark
  Range of Implied
Per Share
Equity Values

LTM EV/Adj. EBITDA

  $29.32–$31.34

LTM EV/Adj. EBIT

  $64.32–$65.50

LTM EV/FCF

  $46.49–$48.07

        No transaction used in the precedent transactions analysis is identical to the Merger. Accordingly, an analysis of the results of the foregoing is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the companies involved in the precedent transactions which, in turn, affect the enterprise value and equity value of the companies involved in the transactions to which Mobile Mini is being compared. In evaluating the precedent transactions, Stifel made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions, and other matters, such as the impact of competition, industry growth and the absence of any adverse material change in the financial condition of Mobile Mini or the companies involved in the precedent transactions or the industry or in the financial markets in general, which could affect the public trading value of the companies involved in the precedent transaction which, in turn, affect the enterprise value and equity value of the companies involved in the transactions to which the Merger is being compared.

Discounted Cash Flow Analysis

        Stifel used financial forecasts of Mobile Mini for the calendar year 2020 through calendar year 2024, as prepared by Mobile Mini management and provided to Stifel by WillScot management, to perform a discounted cash flow analysis, which is designed to provide insight into a company's future cash flow projections by discounting them to arrive at the net present value of these cash flows. In conducting this analysis, Stifel assumed that Mobile Mini would perform in accordance with these forecasts. The forecasts and estimates supplied to and utilized by Stifel are set forth below in the

102


Table of Contents

section entitled "Certain Mobile Mini Unaudited Prospective Financial Information." Stifel first estimated the terminal value of the projected cash flows using the following assumptions:

        Stifel calculated projected unlevered free cash flow for the calendar year 2020 through calendar year 2024, as reviewed and approved by WillScot management for Stifel's use, as set forth below in the section entitled "Certain Mobile Mini Unaudited Prospective Financial Information" and discounted these cash flows and the terminal value to present values using discount rates of 8.7%–9.7%, based on Mobile Mini's weighted average cost of capital ("WACC") using the Capital Asset Pricing Model ("CAPM").

        This analysis resulted in the following implied enterprise value ranges, which Stifel compared to Mobile Mini's current per share price of $38.99 and Mobile Mini's per share price implied in the Merger of $42.18:

Methodology:
  Range   Range of Implied
Per Share
Equity Values

EV/Adj. EBITDA Multiple

  9.5x–10.5x   $41.05–$48.33

Perpetuity Growth %

  1.75%–2.25%   $34.73–$46.29

WillScot Financial Analysis

Selected Company Analysis

        Stifel compared WillScot, from a financial point of view, to 11 North American publicly-traded rental services and specialized business services companies that Stifel deemed to be relevant based on their business profiles and financial metrics, specifically, with Adj. EBITDA margins in excess of 15%. Stifel compared WillScot's estimated calendar year 2019 and 2020 financial metrics, as prepared and provided by WillScot management, to the estimated calendar year 2019 and 2020 financial metrics, obtained from available public sources, of the 11 companies. Stifel believed that the companies listed below have business models similar to those of WillScot, but noted that none of these companies have the same management, composition, size, operations or financial profile as WillScot. The group of selected publicly-traded companies reviewed were as follows:

Company Name
United Rentals, Inc.
Herc Holdings Inc.
H&E Equipment Services, Inc.
McGrath RentCorp
General Finance Corporation
Waste Management, Inc.
Republic Services, Inc.
Cintas Corporation
Waste Connections, Inc.
Stericycle, Inc.
ServiceMaster Global Holdings, Inc.

103


Table of Contents

        Based on this information, Stifel calculated and compared multiples for WillScot and selected public companies multiples of EV to estimated calendar year 2019 and 2020: (i) Adj. EBITDA; (ii) Adj. EBIT; and (iii) FCF.

        The following table sets forth the multiples indicated by this analysis, including the range of selected multiples relative to the selected companies and the multiples implied by the Merger:

Multiple:
  Mean   Median   Range of Multiples
Utilized in
the Analysis
  Proposed
Merger
 

CY 2019E EV/Adj. EBITDA

    11.2x     12.9x     11.2x–12.9x     11.0x  

CY 2020E EV/Adj. EBITDA

    11.0x     12.3x     11.0x–12.3x     9.2x  

CY 2019E EV/Adj. EBIT

    18.1x     18.5x     18.1x–18.5x     23.1x  

CY 2020E EV/Adj. EBIT

    17.4x     18.2x     18.2x–19.1x     17.6x  

CY 2019E EV/FCF

    19.9x     21.9x     19.9x–21.9x     19.2x  

CY 2020E EV/FCF

    18.3x     19.5x