WillScot and McGrath RentCorp Mutually Agree to Terminate Previously Announced Combination
September 18 2024 - 7:00AM
UK Regulatory
WillScot and McGrath RentCorp Mutually Agree to Terminate
Previously Announced Combination
WillScot Remains Focused on Executing $1
Billion of Idiosyncratic Growth Opportunities
Board Increases Share Repurchase
Authorization to $1 Billion
PHOENIX, Sept. 18, 2024 (GLOBE NEWSWIRE) -- WillScot Holdings
Corporation (“WillScot” or the “Company”) (Nasdaq: WSC), a leader
in innovative temporary flexible space solutions, today announced
that it has entered into an agreement with McGrath RentCorp
(“McGrath”) (Nasdaq: MGRC) to terminate the companies’ previously
announced merger, pursuant to the terms of the January 28, 2024
merger agreement, under which WillScot would have acquired McGrath
for a mix of cash and stock consideration.
Although both companies continue to believe in
the merits and procompetitive benefits of the combination, WillScot
and McGrath mutually agreed to terminate the transaction based on a
joint determination that there was no commercially reasonable path
to clear the necessary regulatory requirements for the transaction.
Despite extensive and exhaustive engagement with the U.S. Federal
Trade Commission (“FTC”) over several months, in recent weeks, it
became evident that the path to regulatory clearance would be
excessively onerous and would detract from the execution of other
value creating initiatives inherent in WillScot’s business.
“Over the past several months, our team worked tirelessly to
meet the continual requests of the FTC, in our pursuit of, what we
believe to be, a procompetitive transaction that would provide
great value to our customers, employees, shareholders and the
communities in which we operate. While we are disappointed with
this process, we are confident in our strategy and there are
numerous opportunities to continue reinvesting in our business to
deliver sustainable growth and returns over time,” said Brad
Soultz, Chief Executive Officer of WillScot. “WillScot’s position
as the leading provider of temporary space solutions has never been
stronger. With our relentless focus on execution on behalf of our
customers, we are realizing opportunities to improve efficiency and
profitability across many of our core commercial and operational
capabilities. Through our investments in product innovation and
adjacent offerings, we are introducing new alternatives for
customers in the marketplace. These commercial and operational
initiatives represent over $1 billion of prospective Adjusted
EBITDA growth potential. When combined with the natural resilience
and predictability of our lease portfolio, this gives us multi-year
visibility and conviction in our long-term outlook.”
Added Mr. Soultz, “We have nearly 80 years of history as a
trusted partner to our customers, and we are a Great Place to Work®
for our employees; we thank you for your patience, support and
continued loyalty. I also want to extend our gratitude to the
McGrath team for their collaboration and efforts over the last
several months.”
The Company also announced today that its Board of Directors
increased the existing share repurchase program to $1 billion.
“Our long term outlook remains clear. With the obvious overhang
on our valuation related to the McGrath transaction, our Board of
Directors increased our share repurchase authorization to $1
billion. We will deploy the repurchase authorization thoughtfully,
as we have in the past, while funding organic investments in our
business and pursuing smart tuck-in acquisitions,” said Tim
Boswell, President and Chief Financial Officer of WillScot. “At
current valuation levels, we will prioritize investing in our own
stock given the embedded growth in our earnings. As we progress
into 2025, we will continue to execute the disciplined approach to
capital allocation that we initiated in 2021, which has resulted in
the return of over $2 billion of capital to our shareholders and
nearly a 25% reduction in our economic share count. Combined with
the execution of our growth strategy, capital allocation will
remain a powerful lever to compound returns for shareholders over
time.”
About WillScot
Listed on the Nasdaq stock exchange under the ticker
symbol “WSC,” WillScot is the premier provider of highly innovative
and turnkey space solutions in North America. The Company’s
comprehensive range of products includes modular office complexes,
mobile offices, classrooms, temporary restrooms, portable storage
containers, protective buildings and climate-controlled units, and
clearspan structures, as well as a curated selection of
furnishings, appliances, and other supplementary services, ensuring
turnkey solutions for its customers. Headquartered in Phoenix,
Arizona, and operating from a network of approximately 260 branch
locations and additional drop lots across the United
States, Canada, and Mexico, WillScot’s business services
are essential for diverse customer segments spanning all sectors of
the economy.
Additional information can be found on the company's website
at www.willscot.com.
Contact Information
Investor inquiries:
Nick Girardi
investors@willscot.com
Media inquiries:
Jake Saylor
Jake.saylor@willscot.com
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