On August 15, 2018, WillScot Corp. (or Williams Scotsman) completed the acquisition Modular Space Holdings, Inc. for approximately US$1.2 billion. The Canadian Competition Bureau issued a No Action Letter on July 16, 2018. With this acquisition, Williams Scotsman will expand its market reach as well as create an even stronger partner for its clients and vendors. The company financed the acquisition through a combination of net proceeds from its recent equity and debt offerings, and borrowings under its revolving credit facility.
WillScot Corp., headquartered in Baltimore, is the public holding company for the Williams Scotsman family of companies. Williams Scotsman is a specialty rental services that provides modular space and portable storage solutions in the United States, Canada and Mexico.
Modular Space Holdings is the parent holding company of Modular Space Corp., the largest privately held provider of office trailers, portable storage units and modular buildings for temporary or permanent space needs in North America.
Williams Scotsman was represented in-house by Bradley Bacon; and by Allen & Overy LLP, both with respect to the M&A transaction and the financing relating thereto, with a team led by partners Bill Schwitter, Jeff Pellegrino and Michael Chernick in New York with support from Beth Troy, Sarah Travis and Jaimie Hughey, as well as additional M&A support from Elaine Johnston and Puja Patel (both antitrust), Keren Livneh (IP), Dave Lewis, Brian Schultz and John Hibbard (tax), Brian Jebb and Amanda Albert (employment), Larry Rouslin (real estate), and Ken Rivlin and Pierce Young (environmental). McCarthy Tétrault LLP advised Williams Scotsman on competition matters in Canada with a team led by Jason Gudofsky that included Debbie Salzberger and Kate McNeece.
Modular Space Holdings was represented by an in-house team that included Charles Paquin, Craig Burns, John Furlong, Anatoliy Bizhko and Marc Boily; and by Skadden, Arps, Slate, Meagher & Flom LLP with a team that included Leif King (corporate), Faiz Ahmad (corporate), Kenneth Schwartz (antitrust), Michelle Gasaway (capital markets), Kristine Dunn (banking) and Joseph Penko (executive compensation and benefits); and Stikeman Elliott LLP with a team that included Jeffrey Brown (competition), Megan MacDonald (competition), Barbara Sheng (corporate) and Amy Nugent (banking).
Effective upon closing, the company amended and upsized its revolving credit facility to $1.425 billion with an accordion feature allowing up to $1.8 billion of capacity. Bank of America served as administrative agent for the transaction.
Norton Rose Fulbright Canada LLP acted as Canadian counsel to Bank of America with a team consisting of Arnold Cohen in Montréal, and Noah Schein in Toronto. Latham & Watkins LLP acted as US counsel to Bank of America with a team consisting of Abhay Lele, Charlotte Hagan, and Jeffrey Kohn.
Blake, Cassels & Graydon LLP acted as Canadian counsel to Williams Scotsman on the revolving credit facility transaction with a team including by Alexis Levine, Gabriel Bastien and Christopher Wong. Allen & Overy LLP acted as US counsel to Williams Scotsman with a team consisting of Jaimie Hughey, Zachary Frimet, and Lucas Burbank.