0001104659-17-072545.txt : 20171208 0001104659-17-072545.hdr.sgml : 20171208 20171208163356 ACCESSION NUMBER: 0001104659-17-072545 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171129 FILED AS OF DATE: 20171208 DATE AS OF CHANGE: 20171208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DALE MANJIT CENTRAL INDEX KEY: 0001113203 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37552 FILM NUMBER: 171247490 MAIL ADDRESS: STREET 1: C/O TDR CAPITAL LLP STREET 2: 20 BENTINCK STREET CITY: LONDON STATE: X0 ZIP: W1U 2EU FORMER NAME: FORMER CONFORMED NAME: MANJIT DALE DATE OF NAME CHANGE: 20000501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sapphire Holding S.a r.l. CENTRAL INDEX KEY: 0001723829 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37552 FILM NUMBER: 171247493 BUSINESS ADDRESS: STREET 1: 20 RUE EUGENE RUPPERT CITY: LUXEMBOURG STATE: N4 ZIP: 2453 BUSINESS PHONE: 44 20 7399 4245 MAIL ADDRESS: STREET 1: C/O TDR CAPITAL LLP STREET 2: 20 BENTINCK STREET CITY: LONDON STATE: X0 ZIP: W1U 2EU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TDR Capital II Holdings L.P. CENTRAL INDEX KEY: 0001668140 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37552 FILM NUMBER: 171247492 BUSINESS ADDRESS: STREET 1: 20 BENTINCK STREET CITY: LONDON STATE: X0 ZIP: W1U 2EU BUSINESS PHONE: 44 (0)20 7399 4200 MAIL ADDRESS: STREET 1: 20 BENTINCK STREET CITY: LONDON STATE: X0 ZIP: W1U 2EU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TDR Capital LLP CENTRAL INDEX KEY: 0001408159 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37552 FILM NUMBER: 171247491 BUSINESS ADDRESS: STREET 1: 20 BENTINCK STREET CITY: LONDON STATE: X0 ZIP: W1U 2EU BUSINESS PHONE: 44-20-7399-4245 MAIL ADDRESS: STREET 1: 20 BENTINCK STREET CITY: LONDON STATE: X0 ZIP: W1U 2EU ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WillScot Corp CENTRAL INDEX KEY: 0001647088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 901 S. BOND STREET STREET 2: SUITE 600 CITY: BALTIMORE STATE: MD ZIP: 21231 BUSINESS PHONE: 410-931-6000 MAIL ADDRESS: STREET 1: 901 S. BOND STREET STREET 2: SUITE 600 CITY: BALTIMORE STATE: MD ZIP: 21231 FORMER COMPANY: FORMER CONFORMED NAME: Double Eagle Acquisition Corp. DATE OF NAME CHANGE: 20150814 FORMER COMPANY: FORMER CONFORMED NAME: Double Eagle Acquisitions Corp. DATE OF NAME CHANGE: 20150706 4/A 1 a4a.xml 4/A X0306 4/A 2017-11-29 2017-12-01 0 0001647088 WillScot Corp WSC 0001723829 Sapphire Holding S.a r.l. C/O TDR CAPITAL LLP 20 BENTINCK STREET LONDON X0 W1U 2EU UNITED KINGDOM 0 0 1 0 0001668140 TDR Capital II Holdings L.P. 20 BENTINCK STREET LONDON X0 W1U 2EU UNITED KINGDOM 0 0 1 0 0001408159 TDR Capital LLP 20 BENTINCK STREET LONDON X0 W1U 2EU UNITED KINGDOM 0 0 1 0 0001113203 DALE MANJIT C/O TDR CAPITAL LLP 20 BENTINCK STREET LONDON X0 W1U 2EU UNITED KINGDOM 0 0 1 0 Common stock, par value $0.0001 per share of WSHC 9.78 2017-12-06 4 P 0 8024419 A Issuer's Class A common stock, par value $0.0001 per share 8024419 8024419 D Williams Scotsman Holdings Corp. ("WSHC") is a direct subsidiary of the Issuer. On November 29, 2017, the Issuer consummated a business combination and certain other transactions (the "Business Combination") in which Algeco Scotsman Global S.a r.l. ("Algeco Global") and Algeco Scotsman Holdings Kft. ("Algeco Holdings" and together with Algeco Global, the "Sellers") received a total of 8,024,419 shares (the "WSHC Shares") of common stock, par value $0.0001 per share ("WSHC Common Stock"), of WSHC as partial consideration in the Business Combination. Immediately thereafter, Algeco Holdings transferred its portion of the WSHC Shares to Algeco Global and on December 6, 2017, Algeco Global transferred all of the WSHC Shares to Sapphire Holding S.a r.l. ("Sapphire Holding"). In connection with the Business Combination, Algeco Global, Algeco Holdings, the Issuer and WSHC entered into an exchange agreement dated November 29, 2017 (the "Exchange Agreement"), that provides the Sellers or a permitted transferee the right, but not the obligation, at any time within five years after November 29, 2017 to exchange all, but not less than all, of the WSHC Shares for newly-issued shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"). The number of shares of Class A Common Stock to be received upon such exchange of the WSHC Shares will be determined based on an exchange ratio to be agreed to, taking into account the average trading price of the Class A Common Stock over a 20 day trading period on the Nasdaq Stock Market, or another applicable national securities exchange, and the aggregate ownership percentage of the party seeking to make the exchange of the issued and outstanding WSHC Common Stock at the time of the exchange, as adjusted to take into account any election by such party to exercise certain pre-emptive rights or the dilutive effect of certain other issuances of WSHC Common Stock which do not trigger such pre-emptive rights. In connection with its acquisition of the WSHC Shares, Sapphire Holding executed a joinder to the Exchange Agreement. The total number of shares of Class A Common Stock of the Issuer beneficially owned by the Reporting Person and reported on this Form 4 assumes the full exchange of the WSHC Shares for a corresponding number of shares of Class A Common Stock at an exchange ratio of 1:1 pursuant to the terms of the Exchange Agreement. Assumes an exchange ratio of 1:1 for the WSHC Shares to the shares of the Issuer's Class A Common Stock. The WSHC Shares became exchangeable by Sapphire Holding, at its option, on December 6, 2017 and remain exchangeable at any time prior to November 29, 2022. The WSHC Shares were issued to the Sellers as partial consideration for the Business Combination and deemed to have a total value of $78.5 million, which corresponds to approximately $9.78 per share. As sole shareholder of Sapphire Holding, TDR Capital II Holdings L.P. ("TDR Capital II") may be deemed the beneficial owner of such shares of Class A Common Stock of the Issuer held by Sapphire Holding. As manager of TDR Capital II, TDR Capital LLP ("TDR Capital") may be deemed the beneficial owner of such shares of Class A Common Stock of the Issuer held by Sapphire Holding. As founding partners of TDR Capital, Manjit Dale and Stephen Robertson may be deemed the beneficial owner of such shares of Class A Common Stock of the Issuer held by Sapphire Holding. Each of TDR Capital II, TDR Capital, Manjit Dale and Stephen Robertson (the "Reporting Persons") may be deemed to be the beneficial owners of all or a portion of the securities reported herein. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of his pecuniary interest therein. The filing of this report shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the Reporting Persons are the beneficial owners of any of the securities reported herein. Stephen Robertson, as a director of the Issuer, is filing a separate Form 4 disclosing his beneficial ownership interest in the Class A Common Stock of the Issuer, which was submitted on the Securities and Exchange Commission's (the "SEC") EDGAR system on or about the date hereof. Emma Gilks is signing as Attorney-in-Fact pursuant to the power of attorney dated December 1, 2017 granted by Sapphire Holding, TDR Capital II, TDR Capital and Manjit Dale, a copy of which is filed as Exhibit 24 and incorporated herein by reference. A joint filing agreement was filed as Exhibit 99 to the Form 4 jointly filed with the SEC by Sapphire Holding, TDR Capital II, TDR Capital and Manjit Dale on December 1, 2017 and is incorporated herein by reference. Exhibit List: Exhibit 24 - Power of Attorney /s/Emma Gilks Emma Gilks as Attorney-in-Fact on behalf of Sapphire Holding S.a r.l. 2017-12-08 /s/Emma Gilks as Attorney-in-Fact on behalf of TDR Capital II Holdings L.P. 2017-12-08 /s/Emma Gilks as Attorney-in-Fact on behalf of TDR Capital LLP 2017-12-08 /s/Emma Gilks as Attorney-in-Fact on behalf of Manjit Dale 2017-12-08 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

Power of Attorney

 

Know all by these presents that the undersigned hereby make, constitute and appoint each of Emma Gilks and Tom Mitchell, or either of them acting singly, and with full power of substitution, each of the undersigned’s true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned such forms, schedules, statements and other documents as may be required to be filed from time to time with the U.S. Securities and Exchange Commission (the “SEC”) with respect to Sections 13(d), 13(g) and 16(a) of the U.S. Securities Exchange Act of 1934, as amended, and the rules thereunder, including without limitation, Schedules 13D and 13G, and Forms 3, 4 and 5;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D and 13G, and Forms 3, 4 and 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Schedules 13D and 13G, and Forms 3, 4 and 5 with respect to each of the undersigned’s holdings of and transactions in securities issued by WillScot Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of December, 2017.

 


 

SAPPHIRE HOLDING S.À R.L.   

 

 

 

 

 

/s/ Jan Overheul

 

December 1, 2017

 

 

 

Name: Jan Overheul

 

Date

Title: Manager

 

 

 

 

 

 

 

 

TDR CAPITAL II HOLDINGS L.P.

 

 

 

 

 

 

 

 

/s/ Blair Thompson  

 

December 1, 2017

 

 

 

Name: Blair Thompson

 

Date

Title: Partner of TDR Capital LLP in its capacity as Manager of TDR Capital II Holdings L.P.

 

 

 

 

 

 

 

 

TDR CAPITAL LLP

 

 

 

 

 

 

 

 

/s/ Blair Thompson  

 

December 1, 2017

 

 

 

Name: Blair Thompson

 

Date

Title: General Counsel and Chief Operating Officer

 

 

 

 

 

 

 

 

MANJIT DALE

 

 

 

 

 

 

 

 

/s/ Manjit Dale

 

December 1, 2017

 

 

 

Name: Manjit Dale

 

Date