Algeco Scotsman Announces Completion Of Williams Scotsman Sale
This announcement is for informational purposes only, and is not intended to, and does not, constitute or form part of any offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for, any securities of the Algeco Group (as defined below). This announcement is not for distribution or release in or into any jurisdiction in which offers or sales would be prohibited by applicable law.
Baltimore (November 29, 2017) - Algeco/Scotsman Holding S.à r.l. ("AS Holding" and together with its subsidiaries, the "Algeco Group"), today announced the successful closing of the previously-announced sale of its North American modular space and portable storage operations ("Williams Scotsman") to Williams Scotsman Holdings Corp., a newly-formed subsidiary of WillScot Corporation (formerly Double Eagle Acquisition Corp.), a publicly traded special purpose acquisition company.
The Algeco Group received $1.1 billion of consideration in the form of cash and cash equivalents from the sale (the "Cash Consideration"). In connection with the sale, the Algeco Group (i) used approximately $632 million of the Cash Consideration to prepay certain amounts outstanding under the U.S. revolving facility established pursuant to the Algeco Group's Amended and Restated Syndicated Facility Agreement, originally dated as of December 19, 2013 (and as further amended, restated, amended and restated, supplemented or otherwise modified) among AS Holding's indirect subsidiary, Algeco Scotsman Global S.à r.l. ("Algeco Global") and certain of its subsidiaries, the lenders party thereto and Bank of America, N.A., a national banking association, in its capacity as collateral agent and administrative agent (the "ABL Credit Agreement") and (ii) used approximately $37 million of the Cash Consideration to prepay in full all amounts outstanding under the Canadian revolving credit facility established pursuant to the ABL Credit Agreement. The previously announced amendment to the ABL Credit Agreement became effective as of the sale of Williams Scotsman and as a result the ABL Credit Agreement currently provides for up to a $400 million facility, subject to a borrowing base. It is currently anticipated that the Algeco Group will use a portion of the remaining Cash Consideration to finance the previously announced intended acquisitions of Iron Horse Ranch and Touax's European Modular Division.
In connection with the Williams Scotsman sale, the Algeco Group's sponsor, TDR Capital, is expected to equitize on November 30, 2017 $106.15 million in aggregate principal amount of Senior Secured Notes due 2018 and $143.85 million in aggregate principal amount of Senior Unsecured Notes due 2019 issued by Algeco Scotsman Global Finance, plc, a subsidiary of Algeco Global. The Algeco Group also entered into a supplemental indenture to the indenture governing the Senior Unsecured Notes that gives effect to certain amendments agreed to with the holders of such notes, which supplemental indenture will become operative upon this notes equitization.
Prior to and in connection with the completion of the Williams Scotsman sale, Gerard Holthaus resigned as the Algeco Group's Chairman and from all other positions with AS Holding and its subsidiaries.
Cautionary Notice Regarding Forward Looking Statements
This press release includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions, which reflect the Algeco Group's expectations regarding its future operational and financial performance. By their nature, the forward-looking events described in this press release may not be accurate or occur at all. Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date on which the statements were made. Although any forward-looking statements contained in this press release reflect management's current beliefs based upon information currently available to management and upon assumptions which management believes to be reasonable, actual results may differ materially from those stated in or implied by these forward-looking statements. A number of factors could cause actual results, performance or achievements to differ materially from the results expressed or implied in any forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on any forward-looking statements. Except as required by law, we undertakes no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About Algeco Scotsman
Algeco Scotsman is the leading global business services provider focused on modular space, secure portable storage solutions, and remote workforce accommodation management. Headquartered in Baltimore, Algeco Scotsman has operations in 24 countries with a modular fleet of approximately 201,000 units and 11,400 remote accommodations rooms. The company operates as Target Logistics in North America, Algeco in Europe, Elliott in the United Kingdom, Ausco in Australia, Portacom in New Zealand, and Algeco Chengdong in China.