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TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14APROXY STATEMENT PURSUANT TO SECTION
Proxy Statement Pursuant to Section 14(a) OF THEofSECURITIES EXCHANGE ACT OFthe Securities Exchange Act of 1934 (Amendment No. )
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WillScot Corporation | ||||
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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED AUGUST 23, 2017
901 S. Bond Street, Suite 2300600Los Angeles, CA 90067
TO THE SHAREHOLDERS OF DOUBLE EAGLE ACQUISITION CORP.:April 30, 2019
Dear Fellow Stockholders:
You are cordially invited to attend the extraordinary general2019 annual meeting which we refer to as the “Extraordinary General Meeting”, of shareholdersstockholders of Double Eagle Acquisition Corp., which we refer to as “we”, “us”, “our”, “DEAC” or the “Company”,WillScot Corporation at our executive office at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231, on June 18, 2019, at 9 a.m. Eastern Daylight Time.
The matters expected to be held at [ ] Eastern Timeacted upon, as well as instructions on [ ], 2017 at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166. The accompanying proxy statement, which we referhow to as the “Proxy Statement”, is dated [ ], 2017, and is first being mailed to shareholders of the Company on or about [ ], 2017. The sole purpose of the Extraordinary General Meeting is to consider and vote upon the following proposals:
Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully describeddetail in the accompanying Proxy Statement.notice of annual meeting and proxy statement.
The purposeOnly stockholders of the Extension Amendment Proposal is to allow the Company more time to complete its previously announced proposed business combination with Williams Scotsman International, Inc. (“WSII” and together with its subsidiaries, “Williams Scotsman”) pursuant to the Stock Purchase Agreement, dated as of August 21, 2017, as may be amended from time to time (the “Stock Purchase Agreement”), by and among the Company, Williams Scotsman Holdings Corp, a wholly owned subsidiary of the Company (“Holdco Acquiror”, and, together with the Company, the “Acquirors”), Algeco Scotsman Global S.à r.l. and Algeco Scotsman Holdings Kft. (together with Algeco Scotsman Global S.à r.l., the “Sellers”). The Company intends to file a registration statement on Form S-4, including a proxy statement/prospectus, relating to the Williams Scotsmsan business combination (the “registration statement”) as soon as possible.
Our IPO prospectus and Articles provided that the Company has until September 16, 2017 to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”), which does not provide sufficient time to complete the SEC review process of the registration statement, hold our shareholder meeting to approve the proposed business combination and close the proposed business combination. The purpose of the Extension Amendment Proposal is to allow the Company more time to complete the William Scotsman business combination, which our board believes is in the best interest of our shareholders. If the Extension Amendment
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Proposal is approved, we will hold another shareholder meeting prior to the Extended Date in order to seek shareholder approval of the proposed business combination with Williams Scotsman.
In connection with the Extension Amendment Proposal, public shareholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, divided by the number of then outstanding Class A ordinary shares issued in our IPO, which shares we refer to as the “public shares”, and which election we refer to as the “Election”. An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote,record at the Extraordinary General Meeting. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the record date. Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, this shall not affect the right of public shareholders to have the opportunity to redeem all or a portion of their ordinary shares upon completion of an initial business combination.
Based upon the amount in the Trust Account as of June 30, 2017, which was $502,663,076, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.05 at the time of the Extraordinary General Meeting. The closing price of the Company’s ordinary shares on the NASDAQ on August 22, 2017, the most recent closing price, was $10.05. The Company cannot assure shareholders that they will be able to sell their ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
The Adjournment Proposal, if adopted, will allow our board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
If the Extension Amendment Proposal is not approved and we do not consummate a business combination by September 16, 2017, as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish rights of the public shareholders as shareholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, neither Double Eagle Acquisition LLC, which we refer to as our “Sponsor”, nor Harry E. Sloan and the company’s executive officers and independent directors, which, together with our Sponsor, we refer to as our “initial shareholders”, will receive any monies held in the Trust Account as a result of their aggregate ownership of the 12,500,000 Class B ordinary shares, which we refer to as the “founder shares”, that are owned by the Sponsor and our other initial shareholders on the date of this Proxy Statement.
The approval of the Extension Amendment Proposal requires a special resolution under the Cayman Islands Companies Law (2016 Revision) (“Cayman Islands Company Law”), being the affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The
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approval of the Extension Amendment Proposal is essential to the implementation of our board’s plan to extend the date by which we must consummate our initial business combination.
The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands Company Law, being the affirmative vote of the holders of a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.
Our board has fixed the close of business on August 28, 2017 as the record date for determining the Company shareholdersApril 22, 2019 are entitled to receive notice of and to vote at the Extraordinary General Meeting and any adjournment thereof. Only holdersannual meeting.
Your vote is important. If you hold your shares through a brokerage firm or bank, your brokerage firm or bank cannot vote your shares on the election of recorddirectors without specific instructions from you on how to vote. In order for your vote to be counted, please ensure to submit your vote to your brokerage firm or bank.
We appreciate the confidence you have placed in us through your investment in our company.
Sincerely,
Gerard E. Holthaus
Chairman of the Company’s ordinary shares on that date are entitled to have their votes counted at the Extraordinary GeneralBoard
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Notice of Annual Meeting or any adjournment thereof.
You are not being asked to vote on the proposed business combination with Williams Scotsman at this time. If you are a public shareholder, you will have the right to vote on the proposed business combination with Williams Scotsman when it is submitted to shareholders.
After careful consideration of all relevant factors, the Company’s board has determined that the Extension Amendment ProposalStockholders
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Date | | Time | | Place | | |||||||
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June 18, 2019 | 9 a.m. Eastern Daylight Time | Our principal executive office: 901 S. Bond Street, Suite 600 Baltimore, Maryland 21231 | ||||||||||
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Items of Business and if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.Voting Recommendations:
Proposal | | Board Voting Recommendation | ||
Proposal 1 | Elect as directors the two nominees listed in this proxy statement | FOR | ||
Proposal 2 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 | FOR | ||
Transact any other business that may properly come before the meeting |
Under Cayman Islands Company Law and the Company’s amended and restated memorandum and articles of association, no other business may be transacted at the Extraordinary General Meeting.
Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, we urge you to read this material carefully and vote your ordinary shares.
[ ], 2017
Postponements and Adjournments: | Any action on the items of business described above may be considered at the meeting, at the time and on the date specified above, or at any time and date to which the meeting may be properly postponed or adjourned. | |
Record Date: | You are entitled to vote if you were a WillScot stockholder as of the close of business on April 22, 2019. | |
Meeting Admission: | Please follow the instructions set forth in the section of the proxy statement titled "Information about the Annual Meeting and Voting." | |
Voting: | Your vote is very important. Whether or not you plan to attend the meeting, we hope you will vote as soon as possible. You can vote in person at the annual meeting or by proxy. Registered holders may vote their shares by mail, while beneficial owners may vote by following the instructions provided by your broker, bank or other agent. See the "Information about the Annual Meeting and Voting" section for instructions on how to vote your shares. |
By Order of the Board of Directors
/s/ Jeff Sagansky
Bradley L. Bacon
Vice President, Chief Executive OfficerGeneral Counsel and DirectorCorporate Secretary
April 30, 2019
Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote in person at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will mean that your ordinary shares will not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Extraordinary GeneralAnnual Meeting of Stockholders on June 18, 2019: this notice of annual meeting and proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2018 are available on our website athttps://investors.willscot.com.
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WILLSCOT CORPORATION
Proxy Statement
For the Annual Meeting of Stockholders
To Be Held on June 18, 2019
We are sending you these proxy materials in connection with WillScot's solicitation of proxies, on behalf of its Board of Directors, for the 2019 annual meeting of stockholders. Distribution of these materials is scheduled to begin on May 10, 2019.
PROPOSAL 1 – ELECTION OF DIRECTORS | 3 | |||
PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 14 | |||
EXECUTIVE COMPENSATION | 18 | |||
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 21 | |||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 23 | |||
MATTERS RAISED AT THE ANNUAL MEETING NOT INCLUDED IN THIS STATEMENT | 25 | |||
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2019 ANNUAL MEETING | 25 | |||
SECTION 16(A) BENEFICAL OWNERSHIP REPORTING COMPLIANCE | 26 | |||
ACCESS TO FORM 10-K | 26 | |||
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 26 |
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Explanatory Note
WillScot Corporation is a holding company. We have no direct operations and our principal asset is our equity interest in Williams Scotsman Holdings Corp. ("WS Holdings"), which owns an industry-leading specialty rental services business. We have a majority interest in, and control the management of, WS Holdings.
We are an "emerging growth company" under applicable federal securities laws, and therefore are permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, including the compensation disclosures required of a "small reporting company," as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers ("NEOs"), or the frequency with which such votes must be conducted.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of completion of our initial public company, which we completed in September 2015; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period; or (iv) the date on which we are deemed to be held on [ ], 2017:This notice of extraordinary general meetinga large accelerated filed under the Securities and the accompanying Proxy Statement are available athttp://www.cstproxy.com/doubleeagleacquisitioncorp/2017.
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The extraordinary general meeting, which we refer toWillScot Corporation (formerly known as the “Extraordinary General Meeting”, of shareholders of Double Eagle Acquisition Corp., which we refer to) was originally incorporated as the “we”, “us”, “our”, “DEAC” or the “Company”, will be held at [ ] Eastern Time on [ ], 2017 at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, New York 10166,a special purpose acquisition company formed for the sole purpose of considering and voting upon the following proposals:
The purpose of the Extension Amendment Proposal is to allow the Company more time to complete its previously announced proposed business combination withindirectly acquired Williams Scotsman International, Inc. (“WSII”("WSII") for an aggregate purchase price of $1.1 billion, and together with(ii) Sapphire Holding S.a.r.l ("Sapphire"), which is an investment holding company controlled by TDR Capital LLP ("TDR Capital") and an affiliate of WSII's former owners, acquired a controlling interest in our voting securities.
As part of the Business Combination, our company changed its subsidiaries, “Williams Scotsman”name to WillScot Corporation, reconstituted its Board of Directors ("Board"), and appointed new management. In reconstituting our Board, our former sponsor, Double Eagle Acquisition LLC ("DEAL"), and TDR Capital appointed the initial seven members of our Board pursuant to thean amended Stock Purchase Agreement dated as of August 21,November 6, 2017, a copy of which appears as exhibit 2.1 to Amendment No. 3 to our Registration Statement on Form S-4 (File No. 333-220356) filed with the SEC on November 6, 2017.
Additional information regarding the Business Combination and the transactions related thereto is available in our Annual Report on Form 10-K that we filed with the SEC on March 15, 2019.
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PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL SNAPSHOT | | |||||
What Am I Voting On? | | |||||
Stockholders are being asked to elect the two director nominees named in this proxy statement for a three-year term. | | |||||
Voting Recommendation: FOR the election of each of the Board's director nominees. | | |||||
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Board Structure
Our Board consists of seven members. It is divided into three classes (Class I, Class II, and Class III) with staggered three-year terms, with one class of directors elected each year. The division of our Board into staggered classes may be amendeddelay or prevent a change of control of our management or our company.
Our Board has formed three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee (the "Governance Committee").
Director Nominations
Process for Nominating Directors
The Governance Committee solicits and receives recommendations for potential director candidates from timestockholders, management, directors and other sources. The Board will select nominees based on independence, reputation, integrity, diversity of experience and background, depth of business experience, familiarity with national and international business matters, familiarity with the company's industry, other professional commitments, the ability to time (the “Stock Purchase Agreement”), byexercise sound judgment, and amongother relevant factors.
The Board values diversity of talents, skills, abilities and experiences and believes that Board diversity of all types provides significant benefits to the Company, Williams Scotsman Holdings Corp, a wholly owned subsidiarycompany. Although the Board has no specific diversity policy, the Board considers the diversity of the Company (“Holdco Acquiror”Board and potential director candidates in selecting new director candidates.
Stockholder Nominations
The Governance Committee considers unsolicited inquiries and director nominees recommended by stockholders in the same manner as nominees from all other sources. Recommendations should be sent to the Corporate Secretary at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231. Stockholders may nominate a director candidate to serve on the Board by following the procedures described in our bylaws.
Deadlines for shareholder nominations for WillScot's 2020 annual meeting of stockholders are included in the "Stockholder Proposals and Director Nominations for the 2020 Annual Meeting" section of this proxy statement.
Director Nominee Biographies & Qualifications
The Board has nominated the two individuals below to stand for re-election for a three-year term expiring at the annual meeting of stockholders in 2022. If a nominee is unable to serve, the Board may identify a substitute nominee or nominees. If that occurs, all valid proxies will be voted for the election of the substitute nominee or nominees
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designated by the Board. Alternatively, the Board may determine to keep a vacancy open or reduce the size of the Board.
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Gerard E. Holthaus Independent Director Chairman of the Board Since: 2017 Director Since: 2017 Director Class: II Term Expires: 2019 Age: 69 | Principal Occupation and Business Experience Mr. Holthaus is the former non-executive chairman of Algeco Scotsman Global S.á.r.l. (April 2010-November 2017), the leading global provider of modular space solutions. He previously served as executive chairman and CEO of Algeco Scotsman, where he was responsible for its North American and European operations, and as executive chairman, president and CEO of WSII prior to its acquisition by Algeco Scotsman in 2007. Mr. Holthaus has also served as interim CEO of BakerCorp International (June-September 2013), an equipment rental services company. Other Public Company Directorships in Last 5 Years • FTI Consulting, Inc. • BakerCorp International, Inc. (former) • Neff Corporation (former) Other Select Directorships • The Baltimore Life Companies • Loyola University of Maryland Board of Trustees (former) • Algeco/Scotsman Holding S.á r.l. (former) | |||||||
Key Qualifications and Skills | ||||||||
The Board believes that Mr. Holthaus' history with Williams Scotsman, dating back to 1994 when he was hired as its CEO, provides deep industry knowledge. This knowledge, combined with his experience as an executive and director of public and private companies, enables him to provide meaningful guidance to our Board. | ||||||||
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Rebecca L. Owen Independent Director nominee Director Since: 2019 Director Class: II Term Expires: 2019 Age: 57 | Principal Occupation and Business Experience Ms. Owen is founder and chairwoman of Battery Reef, LLC, a commercial real estate investment and management company. From 1995 until January 2019, she served in various roles at Clark Enterprises, Inc., a private investment firm, and its affiliates, including senior vice president of Clark Enterprises, Inc. (1995-2019), president of CEI Realty, Inc (2015-2019), and chief legal officer of Clark Enterprises, Inc. (1995-2017). Other Public Company Directorships in Last 5 Years • Jernigan Capital, Inc. Other Select Directorships • ASB Capital Management, LLC • Carr Properties • Columbia Equity Trust (former) | |||||||
Key Qualifications and Skills | ||||||||
The Board believes that Ms. Owen's experience as an executive and director of public and private companies, together with her financial literacy, experience with leading real estate businesses and knowledge of the real estate industry (including construction projects and associated risks), enable her to provide meaningful guidance to our Board. | ||||||||
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Continuing Director Biographies & Qualifications
The individuals below are members of our Board whose term of office expires at the annual meeting of stockholders in 2020 or 2021. Accordingly, these directors are not standing for re-election at our 2019 annual meeting.
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Mark S. Bartlett Independent Director Director Since: 2017 Director Class: I Term Expires: 2021 Age: 68 | Principal Occupation and Business Experience Mr. Bartlett is a former partner of Ernst & Young LLP. He joined the accounting firm in 1972 and worked there until his retirement in 2012, serving as managing partner of the firm's Baltimore office and senior client service partner for the mid-Atlantic region. He is a certified public accountant. Other Public Company Directorships in Last 5 Years • FTI Consulting, Inc. • Rexnord Corporation • T. Rowe Price Group, Inc. Other Select Directorships • The Baltimore Life Companies • Algeco/Scotsman Holding S.á r.l. (former) | |||||||
Key Qualifications and Skills | ||||||||
The Board believes that Mr. Bartlett's accounting and finance expertise, experience as a director of public and private companies, and knowledge of our company and industry enable him to provide meaningful guidance to our Board. | ||||||||
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Gary Lindsay Non-Independent Director Director Since: 2017 Director Class: III Term Expires: 2020 Age: 39 | Principal Occupation and Business Experience Mr. Lindsay is a partner at TDR Capital LLP, a London-based private equity firm with more than €8 billion of committed capital. He has worked as a member of the firm's investment team since 2008, and he is involved in the day-to-day management of several TDR Capital portfolio companies (including our company prior to the Business Combination). Prior to joining TDR Capital LLP, Mr. Lindsay worked in the chemicals & industrials investment banking teams at both Citi and Bear Stearns in London and New York. Other Public Company Directorships in Last 5 Years • Target Hospitality Corp. | |||||||
Key Qualifications and Skills | ||||||||
The Board believes that Mr. Lindsay's experience in acquiring, financing and developing companies (including the Algeco Scotsman portfolio of companies), together with his experience with our company and the industrial services industry, enable him to provide meaningful guidance to our Board. | ||||||||
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Stephen Robertson Non-Independent Director Director Since: 2017 Director Class: III Term Expires: 2020 Age: 59 | Principal Occupation and Business Experience Mr. Robertson is a co-founder of TDR Capital, a London-based private equity firm with more than €8 billion of committed capital. As a founding partner, he is heavily involved in the firm's strategic investment decisions, including acquisitions, capitalizations and monetizations. Prior to co-founding TDR in 2002, Mr. Robertson was managing partner at DB Capital Partners, where he helped build the European leveraged buyout arm of Deutsche Bank into a leading buyout firm in Europe. He also previously spent a year as managing director of European Leveraged Finance at Merrill Lynch and nine years as managing director of European Leveraged Finance at Bankers Trust. Other Public Company Directorships in Last 5 Years • Target Hospitality Corp. | |||||||
Key Qualifications and Skills | ||||||||
The Board believes that Mr. Robertson's experience with mergers and acquisitions, private equity and leverage finance, together with his extensive knowledge of our company and the industrial services industry, enable him to provide meaningful guidance to our Board. | ||||||||
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Jeff Sagansky Independent Director Director Since: 2015 Director Class: III Term Expires: 2020 Age: 67 | Principal Occupation and Business Experience Mr. Sagansky is the former chairman and CEO of Platinum Eagle Acquisition Corp. (December 2017-March 2019), a Nasdaq-listed special purpose acquisition company which in March 2019 completed a business combination that resulted in the creation of Target Hospality Corp., He served as our president and CEO (August 2015-November 2017) prior to the Business Combination. Mr. Sagansky previously served as president of Silver Eagle Acquisition Corp. (July 2013-March 2015), a publicly-traded special purpose acquisition company that invested in Videocon d2h, a direct-to-home pay-television service provider in India, and president of Global Eagle Acquisition Corp. (February 2011-February 2013), a worldwide provider of media content, connectivity systems and operational data solutions to the travel industry. Other Public Company Directorships in Last 5 Years • Global Eagle Entertainment Inc. • Target Hospitality Corp. • Scripps Networks Interactive, Inc. (former) • Starz, Inc. (former) • Videocon d2H Limited (former) Other Select Directorships • GoEuro Corporation • Hemisphere Capital Management LLC | |||||||
Key Qualifications and Skills | ||||||||
The Board believes that Mr. Sagansky's experience with mergers and acquisitions and capital raising, together with his experience as an executive and director of growth-oriented public and private companies, enable him to provide meaningful guidance to our Board. | ||||||||
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Bradley L. Soultz Non-Independent Director Director Since: 2017 Director Class: I Term Expires: 2021 Age: 49 | Principal Occupation and Business Experience Mr. Soultz is our president and CEO. Prior to becoming our president and CEO on the Combination Date, he served as president and CEO of WSII (January 2014-November 2017), where he was responsible for the strategic and operational aspects of WSII's North American business and for helping prepare the company for its reemergence as a public company. Before joining WSII, Mr. Soultz was the chief commercial and strategy officer of Novelis Inc., the world leader in aluminum rolling and recycling. He previously held management roles with various Novelis business units in Europe and North America after joining the company in 2005. | |||||||
Key Qualifications and Skills | ||||||||
The Board believes that Mr. Soultz's insight into our company and industry from his role as our president and CEO, together with his leadership and business experience with multinational companies focused on "lean" practices and processes, enable him to provide meaningful guidance to our Board. | ||||||||
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Relevant Director Skills
The Board believes that our directors, as a whole, have the necessary experience and expertise, and each director possesses the particular attributes that qualify him or her to serve on our Board. The principal qualifications are:
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| Director | | | | Leadership | | | | Finance | | | | Industry | | | | Strategy | | | | Independence | | | | Public Company | | ||||||||||||||||||||||||||
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Gerard Holthaus | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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Rebecca Owen | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Fredric Rosen* | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||
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Stephen Robertson | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Jeff Sagansky | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||
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Bradley Soultz | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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Director Meeting Attendance
Board and Committee Meetings
Directors are expected to participate in all meetings of the Board and each Committee on which he or she serves. In 2018, the Board held 15 meetings, the Audit Committee held 18 meettings, and the Compensation Committee and Governance Committee each held three meetings. Each director attended no less than 75% of the meetings held by the Board and each Committee on which he served in 2018, except that Messrs. Rosen and Sagansky each participated in two of the three Compensation Committee meetings.
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| | 7 | | 2019 proxy statement |
Other Meetings
Our independent directors meet in closed (executive) sessions, without the presence of management. The Chairman of the Board chairs the meetings of the independent directors, which coincide with regular meetings of the Board.
Directors are expected to attend our annual stockholders meetings. Each of our directors attended the 2018 annual stockholders meeting.
Committees of the Board of Directors
Committee Membership
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| Director | | | | Audit Committee | | | | Compensation Committee | | | | Governance Committee | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mark Bartlett | | | | C | | | | | | | | | |||||||||||||||||
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Gerard Holthaus | C | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Rebecca Owen | | | | | | | | | | | | ||||||||||||||||||
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Stephen Robertson | ||||||||||||||||||||||||||||||
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| Fredric Rosen* | | | | | | | | | | | | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jeff Sagansky | C | |||||||||||||||||||||||||||||
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C- chair - member * Not standing for re-election | ||||||||||||||||||||||||||||||
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Each Committee operates under a written charter. The Committee charters are reviewed annually, and more frequently as necessary, to address any new rules or best practices relating to the responsibilities of the applicable Committee, or changes to such rules and best practices. The applicable Committee approves its own charter amendment and submits it to the Governance Committee, which recommends action by the Board. All charter amendments are submitted to the Board for approval.
A copy of each Committee charter is available on our corporate website at https://investors.willscot.com/corporate-governance/governance-overview.
Audit Committee
The Board has determined that each Audit Committee member is independent and otherwise qualifies as an Audit Committee member pursuant to applicable rules of the SEC and the NASDAQ Capital Market ("Nasdaq"). The Board has determined that Mark S. Bartlett and Gerard E. Holthaus each qualifies as an "audit committee financial expert" within the meaning stipulated by the SEC, based upon the education and experience described in his biography.
The Audit Committee's primary responsibilities are to monitor (i) the integrity of our financial reporting process and internal control system; (ii) the independence and performance of the independent registered public accounting firm; and (iii) the disclosure controls and procedures established by management. In discharging these responsibilities, the Audit Committee, among other things: selects, oversees and retains our independent registered public accounting firm; reviews and discusses the scope of the annual audit and written communications by our independent registered public accounting firm to the Audit Committee and management; oversees our financial reporting activities, including the annual audit and the accounting standards and principles we follow; approves audit and non-audit services by our independent registered public accounting firm and applicable fees; reviews and discusses our periodic reports filed with the SEC; reviews and discusses our earnings press releases and communications; oversees our internal audit activities; oversees our disclosure controls and procedures and reviews our internal controls over financial reporting; reviews and discusses risk assessment and risk management policies and practices; oversees the administration of our Code of Business Conduct and Ethics and other ethics policies; reviews, discusses and approves insider and affiliated person transactions; and, administers the policy with respect
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| | 8 | | 2019 proxy statement |
to the hiring of former employees of our independent registered public accounting firm. In addition, the Audit Committee performs an annual self-evaluation, reviews its charter and recommends changes to the Governance Committee for submission to the Board for approval, and prepares the audit committee report required to be included in our annual proxy statement.
Compensation Committee
The Board has determined that all Compensation Committee members are non-employee directors and, except Stephen Robertson, qualify as independent directors. In making its determination, the Board has considered all factors specifically relevant to determining whether a director has a relationship with the company that would materially impair the director's ability to make independent judgments about executive officer compensation, including: (i) the source of such director's compensation; (ii) any consulting, advisory or other compensatory fees paid by the company to the director; and (iii) any other affiliations the director has with the company and its affiliates, including engagements by clients that are companies or affiliates of companies for which members of the Compensation Committee serve as officers or directors. Stephen Robertson serves as a non-independent member of the Compensation Committee pursuant to Nasdaq Rule 5605(d)(2)(B), and, consistent with the requirements of this rule, Mr. Robertson will cease to be a member of the Compensation Committee on or before November 29, 2019.
The Compensation Committee and the Board solicit recommendations from our CEO and other officers regarding compensation matters, including the compensation of executive officers and key employees other than our CEO. They assist the Compensation Committee by providing information such as financial results, short-term and long-term business and financial plans, and strategic objectives, as well as their views on compensation programs and levels. Our CEO attended all of the Compensation Committee meetings held in 2018, although he did not participate in any portion of the meetings related to his compensation and performance. Only members of the Compensation Committee vote on matters before that Committee.
The primary responsibilities of the Compensation Committee include: reviewing non-executive director compensation and recommending changes to the Board for approval; approving our CEO's compensation; reviewing the compensation of other NEOs; administering our equity-based compensation plans and approving awards thereunder; establishing objective performance goals, individual award levels and operative and subjective performance measures, and overseeing all aspects of executive officer incentive compensation; reviewing and approving employment, consulting and other contracts, or arrangements with present and former executive officers; reviewing the compensation disclosures in the annual proxy statement and annual report on Form 10-K filed with the SEC and discussing the disclosures with management; performing annual performance evaluations of our executive officers; performing an annual self-evaluation; reviewing its charter and recommending changes to the Governance Committee for submission to the Board for approval; and submitting all equity-based compensation plans, executive officer compensation plans and material revisions to such plans to a vote of the Board, and to a vote of stockholders if required.
Compensation Consultant
Under its charter, the Compensation Committee is authorized to select, retain and direct the activities, and terminate the services, of compensation advisors, as well as approve fees and expenses of such advisors. The Compensation Committee has retained Frederick W. Cook & Co., Inc. ("Cook") as its independent compensation consultant. The Compensation Committee periodically evaluates Cook's independence from management, taking into consideration all relevant factors, including the independence factors specified in SEC regulations and Nasdaq listing rules.
In 2018, Cook advised the Compensation Committee on certain executive and director compensation matters. Neither Cook nor our company provided any services to the other during 2018, other than the advisory services provided by Cook to the Compensation Committee.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee serves as, or has in the prior three years served as, one of our officers or employees at any time, except that Jeff Sagansky served as our president and CEO prior to the Business
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| | 9 | | 2019 proxy statement |
Combination. None of our executive officers serves as, or in the prior three years has served as, a member of the board or compensation committee of any other company that has an executive officer serving as a member of our Board or the Compensation Committee.
Governance Committee
The Board has determined that all Governance Committee members are non-employee directors and qualify as independent directors.
The primary responsibilities of the Governance Committee include: identifying and qualifying the annual slate of directors for nomination by the Board; assessing the independence of our directors; identifying and qualifying the candidates for Chairman of the Board and for membership and chairmanship of the Committees for appointment by the Board; identifying and qualifying candidates to fill vacancies occurring between annual meetings of stockholders for election by the Board; monitoring compliance with, and reviewing proposed changes to, our Corporate Governance Guidelines, the Committee charters, and other policies and practices relating to corporate governance for submission to the Board for approval; monitoring and reviewing responses to stockholder communications with non-management directors together with the Company,Chairman of the “Acquirors”), Algeco Scotsman Global S.à r.l.Board; overseeing the process for director education and Algeco Scotsman Holdings Kft. (togetherBoard and Committee self-evaluations; overseeing the process relating to succession planning for our CEO and other executive officer positions; reviewing its charter and recommending changes to the Board for approval; and performing an annual self-evaluation.
Director Compensation
In 2018, the annual compensation package for our non-executive directors consisted of:
| | | | | | | | | | | | | | | | | | | | | | |
| Position | | | | Cash Amount | | Restricted Stock (one year vesting) | | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
Retainers | ||||||||||||||||||||||
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Non-Executive Chair | $275,000A | $250,000B | ||||||||||||||||||||
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All Other Non-Executive Directors | $75,000 | $100,000 | ||||||||||||||||||||
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Committee Chair Stipend | ||||||||||||||||||||||
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Audit Committee | $30,000C | |||||||||||||||||||||
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Compensation Committee | $15,000 | |||||||||||||||||||||
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Governance Committee | $10,000 | |||||||||||||||||||||
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Meeting feesD | $1,000 / meeting | |||||||||||||||||||||
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| | 10 | | 2019 proxy statement |
2018 Non-Executive Director Compensation Table
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| Name | | | | Fees earned or paid in cash ($)A | | Stock Awards ($)B | | Total ($) | | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mark Bartlett | $184,500 | $150,000 | $334,500 | ||||||||||||||||
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| Gerard Holthaus | $454,500 | $375,000 | $829,500 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Gary LindsayC | $112,500 | $150,000 | $262,500 | ||||||||||||||||
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| Stephen RobertsonC | $112,500 | $150,000 | $262,500 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Fredric Rosen | $144,500 | $150,000 | $294,500 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Jeff Sagansky | $127,500 | $150,000 | $277,500 | ||||||||||||||||
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Board Election & Leadership Structure
Directors are elected by a registration statementplurality of the votes cast for such director. If an incumbent director does not receive a greater number of "for" votes than "withheld" votes, then such director must tender his or her resignation to the Board for its consideration.
The Board's policy is that the Chairman of the Board is an independent, non-employee director. The Governance Committee and the Board believe that this leadership structure is the most appropriate one for the company at this time, as it allows our CEO to focus on Form S-4,the day-to-day management of the business and on executing our strategic priorities, while allowing the Chairman to focus on leading the Board, providing its advice and counsel to the CEO, and facilitating the Board's independent oversight of management.
The Board's Role in Risk Oversight
The Board oversees the risk management of our company. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a proxy statement/prospectus, relatingdetermination of the nature and level of risk appropriate for us. The Board administers its oversight of our material risks directly through the Board as a whole, as well as through the committees of Board. The Audit Committee, in addition to overseeing financial report and control risks, is responsible for reviewing and discussing risk assessment and risk management policies and practices. The Board's other committees also assist the oversight function of the Board by addressing risks related to the Williams Scotsmsan business combination (the “registration statement”)relevant committee's particular area of concentration. For example, the Compensation Committee oversees risks related to our executive compensation plans and arrangements, and the Governance Committee oversees risks associated with the independence of the Board and potential conflicts of interest.
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| | 11 | | 2019 proxy statement |
Each committee reports on discussions of the applicable risks to the Board during the committee reports portion of each meeting of the Board, as soonappropriate. The Board considers each committee's report, and incorporates the insight provided by the reports into its overall risk management analysis.
Duties & Responsibilities of Chairman
Corporate Governance Guidelines
Our IPO prospectusBoard has adopted Corporate Governance Guidelines that reflect its commitment to oversee the effectiveness of policy and Articles provided thatdecision-making at the CompanyBoard and management level, with a view to enhancing shareholder value over the long-term. Our Corporate Governance Guidelines are available online at https://investors.willscot.com/corporate-governance/governance-overview.
Codes of Business Conduct & Ethics
Our Board has until September 16, 2017 to completeadopted a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”Code of Business Conduct and Ethics ("Code of Business Conduct"), which does not provide sufficient timeapplies to completeour directors, officers and employees, and a Code of Ethics for the SEC review processChief Executive Officer and Senior Financial Officers ("Code of Ethics"), which supplements our Code of Business Conduct and applies to our CEO, principal financial officer, principal accounting officer and controller. Copies of the registration statement, holdCode of Business Conduct and the Code of Ethics are available online at https://investors.willscot.com/corporate-governance/governance-overview. If the Board grants a waiver under our shareholder meetingCode of Business Conduct to approveany director, executive officer or senior financial officer, or we make any substantive amendment to the proposed business combination and closeCode of Ethics or grant any waiver thereunder to a covered officer, we will promptly disclose the proposed business combination. The purposenature of the Extension Amendment Proposalapplicable waiver or amendment on our website.
Board Evaluation Process
Each year, the Board expects to conduct a rigorous annual self-evaluation to help determine whether the Board and its committees are functioning effectively. The Governance Committee oversees this process. The self-evaluation process solicits input from the directors regarding the performance and effectiveness of the Board, the Committees and the individual directors, and provides an opportunity for directors to identify areas for improvement. The Governance Committee reviews with the Board the results and feedback from the self-evaluation process and makes recommendations for improvements, as appropriate. With respect to 2018, the Board successfully used this process to evaluate Board and Committee effectiveness and identify opportunities to strengthen the Board.
Director Independence
Nasdaq listing rules require a majority of our Board to be independent. An "independent director" is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director.
Our Board annually makes an affirmative determination regarding the independence of each director based upon the recommendation of the Governance Committee and pursuant to allow the Company more timestandards in our Corporate Governance Guidelines. Applying these standards, the Board has affirmatively determined that Ms. Owen and Messrs. Bartlett,
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| | 12 | | 2019 proxy statement |
Holthaus, and Sagansky are "independent directors." Messrs. Robertson and Lindsay, who are partners of TDR Capital, are not "independent directors" due to completeTDR Capital's controlling ownership position of our company.
In making this determination, the William Scotsman business combination,Board considered the following factors, among others: the ownership positions and contractual arrangements of our Board members and their affiliates with our company; the corporate governance and other policies adopted by the Board to help avoid conflicts and potential conflicts of interest; the contractual arrangements and annual payments between our company and other companies upon which our boarddirectors also serve as directors (e.g., FTI Consulting); and, the alignment of the long-term interests of the stockholders that appointed our Board members with the long-term interests of our other stockholders.
Communication with the Board
Stockholders, employees and other interested parties may communicate with any of our directors, our Board as a group, our independent directors as a group or any Board committee as a group by sending such communications to the Corporate Secretary to be forwarded to the Chair of the Board. The Corporate Secretary may respond directly or redirect any such communication to another department of the company for an appropriate response if, in the discretion of the Corporate Secretary, such a direct response is more appropriate. The Corporate Secretary may also ignore any communication that he or she determines to be of a commercial or frivolous nature or otherwise inappropriate for Board consideration.
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| | 13 | | 2019 proxy statement |
PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL SNAPSHOT | | |||||
What Am I Voting On? | | |||||
The Board seeks an indication from stockholders of their approval or disapproval of the Audit Committee's appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2019. | | |||||
Voting Recommendation: FOR the ratification of our independent registered public accounting firm. | | |||||
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The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the company's independent auditor. Ernst & Young LLP ("EY") has been our independent auditor since November 2017. The Audit Committee believes that the retention of EY to serve as the company's independent auditor for 2019 is in the best interestinterests of our shareholders.the company and its stockholders. If the Extension Amendment Proposal is approved, we will hold another shareholder meeting prior to the Extended Date in order to seek shareholder approvalappointment of the proposed business combination with Williams Scotsman.
Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. We will not proceed with the Extension if the number of redemptions of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.
In connection with the Extension Amendment Proposal, public shareholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released
to us to pay our income taxes, divided by the number of then outstanding Class A ordinary shares issued in our IPO, which shares we refer to as the “public shares”, and which election we refer to as the “Election”. An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the record date. Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, this shall not affect the right of public shareholders to have the opportunity to redeem all or a portion of their ordinary shares upon completion of an initial business combination.
The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $502,663,076 that was in the Trust Account as of June 30, 2017. In such event, the Company may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all.
If the Extension Amendment ProposalEY is not approved by our stockholders, the Audit Committee will consider whether it is appropriate to select another independent auditor.
Independent Registered Public Accounting Firm Change
On November 29, 2017, the Board approved the dismissal of WithumSmith+Brown, PC ("Withum") as our independent registered public accounting firm. We communicated to Withum the Board's decision on November 29, 2017. The reports of Withum on our financial statements as of and for the fiscal years ended December 31, 2016 and December 31, 2015 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles except as follows: such audit report contained an explanatory paragraph in which Withum expressed substantial doubt as to our ability to continue as a going concern if we dodid not consummatecomplete a business combination by September 16, 2017.
During our fiscal years ended December 31, 2016 and December 31, 2015 and the subsequent interim period through November 29, 2017, there were no disagreements between us and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on our financial statements for such years. During our fiscal year ended December 31, 2016 and December 31, 2015 and the subsequent interim period through November 29, 2017, there were no "reportable events" as contemplateddefined in SEC rules.
We provided Withum with a copy of the foregoing disclosures and Withum furnished us with a letter addressed to the SEC stating it agrees with the statements made by us set forth above.
On November 29, 2017, the Board approved the engagement of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2017, effective November 29, 2017 upon the completion of EY's independence review. During our fiscal years ended December 31, 2016 and December 31, 2015 and the subsequent interim period through November 29, 2017, neither we, nor anyone on our behalf consulted with EY, on behalf of us, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a "disagreement," or a "reportable event," as defined SEC rules.
During our interim period of November 29, 2017 through December 31, 2017 and our fiscal year ended December 31, 2018, neither we, nor anyone on our behalf consulted with EY, on behalf of us, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a "disagreement," or a "reportable event," as defined SEC rules.
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| | 14 | | 2019 proxy statement |
EY representatives will be present at the annual meeting and will have the opportunity to make a statement and respond to questions.
Audit Fees & Approval Process
The Audit Committee pre-approves all audit and non-audit services to be performed by the independent auditors in compliance with the Sarbanes-Oxley Act and the SEC rules regarding auditor independence. These services may include audit services, audit-related services, tax services and all other services. Proposed services may either be pre-approved without consideration of specific case-by-case services by the Audit Committee or require the specific pre-approval of the Audit Committee. Unless a type of service has received general pre-approval, it will require specific pre-approval if it is to be provided by EY. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval.
Pre-approval fee levels or budgeted amounts for all services to be provided by EY are established annually by the Audit Committee. Any proposed services exceeding these levels or amounts require specific pre-approval by the Audit Committee. The Audit Committee may delegate either type of approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee has delegated to its Chair the authority to pre-approve any permissible non-audit services with a fee of $50,000 or less.
Prior to the Business Combination, all of the services listed in the table below were approved by (i) with respect to Withum, our Audit Committee and (ii) with respect to EY, the audit committee of WSII's prior owner. In 2018, all of the services were approved by our IPO prospectusAudit Committee or, if applicable, the Committee Chair.
Independent Registered Public Accounting Firm Fee Information
Fees for professional services provided by our independent auditor included the following:
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| | | | | Ernst & Young LLP | | WithumSmith+Brown, PC | | ||||||||||||||||
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| 2017 | 2018 | 2017 | 2018 | ||||||||||||||||||||
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| Audit(A) | $3,819,843(B) | $3,769,691 | $72,000 | — | |||||||||||||||||||
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| Audit Related | — | $486,606 | — | — | |||||||||||||||||||
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| Tax Compliance(C) | $28,490 | — | — | — | |||||||||||||||||||
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| Tax Planning(D) | $16,390 | $175,000 | — | — | |||||||||||||||||||
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| All Other | — | — | — | — | |||||||||||||||||||
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Audit Committee Report
The Audit Committee is composed of four directors, all of whom meet the independence standards of the Nasdaq, SEC and our Corporate Governance Guidelines, and operates under a written charter adopted by the Board.
Management is responsible for the company's internal controls and the financial reporting process. EY, acting as independent auditor, is responsible for performing an independent audit of the company's consolidated financial statements and internal control over financial reporting in accordance with our Articles, we will (i) cease all operations exceptstandards established by the Public Company Accounting Oversight Board ("PCAOB").
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| | 15 | | 2019 proxy statement |
The Audit Committee has discussed with the company's independent auditor the overall scope and execution of the independent audit and has reviewed and discussed the audited financial statements with management. The Audit Committee also discussed with the independent auditors other matters required by PCAOB auditing standards.
The independent auditors provided to the Audit Committee the written communications required by applicable standards of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence, and the Audit Committee discussed the independent auditors' independence with management and the auditors. The Audit Committee also considered whether the provision of other non-audit services by the company's independent auditors to the company is compatible with maintaining independence.
The Audit Committee concluded that the independent auditors' independence had not been impaired.
Based on the reviews and discussion referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the company's annual report on Form 10-K for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem allyear ended December 31, 2018.
By the members of the Audit Committee as of April 15, 2019 consisting of:
Gerard E. Holthaus | Mark S. Bartlett (Chairman) | Fredric D. Rosen | Rebecca L. Owen |
The material in this report is not "soliciting material," is not deemed "filed" with the SEC and is not to be incorporated by reference in any filing of the company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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| | 16 | | 2019 proxy statement |
Executive Officers
The following table sets forth information concerning our executive officers, as of April 30, 2019.
Name | Age | Position | ||
Bradley L. Soultz | 49 | President, Chief Executive Officer and Director | ||
Timothy D. Boswell | 40 | Chief Financial Officer | ||
Bradley L. Bacon | 44 | Vice President, General Counsel & Corporate Secretary | ||
Sally J. Shanks | 42 | Chief Accounting Officer & Treasurer |
Bradley L. Soultz has served as our president and chief executive officer ("CEO") and as a member of our Board since we completed the Business Combination in November 2017. He served as president and CEO of WSII from January 2014 until November 2017, where he was responsible for the strategic and operational aspects of the company's North American business and for helping prepare the portfolio company for its reemergence as a public shares, atcompany. Mr. Soultz joined WSII in January 2014 from Novelis Inc., the world leader in aluminum rolling and recycling, where he served as chief commercial and strategy officer. Prior to that, he held management roles with various business units in Europe and North America after joining Novelis in 2005. Mr. Soultz holds a per-share price, payablebachelor's degree in cash, equalagriculture engineering from Purdue University. Mr. Soultz's qualifications to serve on our Board include, among others, his extensive knowledge of our company and industry and his leadership and business experience with multinational companies focused on "lean" practices and processes.
Timothy D. Boswell has served as our chief financial officer since we completed the Business Combination in November 2017. He served as vice president, finance and treasurer of WSII from October 2015 until November 2017, where he was responsible for the company's North American finance, strategy and IT functions. He previously served as chief of staff to the Algeco Group CEO from September 2014 to October 2015, where he supported the execution of global initiatives. Mr. Boswell also served as vice president of strategy and business development from June 2012 until September 2014, where he was responsible for the development and execution of strategic initiatives in North America with a focus on pricing, value-added products and services, and marketing. Prior to joining WSII in 2012, Mr. Boswell was a vice president with Sterling Partners, a Chicago-based private equity firm with $4 billion of assets under management, where he served in both principal investing and portfolio company management roles. Before joining Sterling Partners, he held private equity and investment banking roles with Banc of America Capital Investors, Edgeview Partners, and Bear, Stearns & Co. Inc. Mr. Boswell holds a bachelor's degree in economics and psychology from Davidson College and a master's degree in business administration from the Darden Graduate School of Business Administration.
Bradley L. Bacon has served as our Vice President, General Counsel & Corporate Secretary since we completed the Business Combination in November 2017. He served as Vice President, General Counsel & Corporate Secretary of WSII from August 2017 until November 2017, where he was responsible for the company's legal and compliance functions. Mr. Bacon joined WSII in August 2017 from Crestwood Equity Partners LP (NYSE: CEQP), where he served as Vice President, Assistant General Counsel and Assistant Secretary since October 2012 with responsibilities for mergers and acquisitions, capital transactions, infrastructure development projects, and other corporate matters. Before joining Crestwood's predecessor, he was a partner with Husch Blackwell LLP, a Kansas City-based law firm, after holding various legal positions within Aquila, Inc. (NYSE: ILA), a former Fortune 500 energy company. Mr. Bacon holds a bachelor's degree in business administration from the University of Missouri and a law degree from the University of Kansas.
Sally J. Shanks has served as our Chief Accounting Officer and Treasurer since we completed the Business Combination in November 2017. She served as Chief Accounting Officer of WSII from September 2017 until November 2017, where she was responsible for the company's North American accounting, tax and treasury functions. Ms. Shanks joined WSII from Merkle Inc., a global technology-enabled performance marketing agency, where she served in various financial leadership roles from 2009 - 2017, including serving as Senior Vice President, Accounting & Treasury. She joined Merkle in 2009 following her departure from Laureate Education where she was Director of Accounting and Reporting from 2003 through 2008. Prior to Laureate Education, Ms. Shanks had financial reporting roles at another public company and started her career with PricewaterhouseCoopers. Ms. Shanks holds a bachelor's degree in accounting from Providence College.
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| | 17 | | 2019 proxy statement |
We are an "emerging growth company," as defined in Section 101(a)(19)(C) of the JOBS Act. As an emerging growth company, we are not required under SEC rules to include a Compensation Discussion and Analysis section in this proxy statement. We have elected to comply with reduced compensation disclosure requirements, as permitted under the JOBS Act.
Summary Compensation Table
The following table shows for the fiscal years ended December 31, 2018, 2017 and 2016, compensation awarded or paid to, or earned by, our CEO and two other most highly compensated NEOs at December 31, 2018.
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Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(5) | Non-Equity Plan Compensation ($)(6) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||||||||||
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Bradley L. Soultz | 2018 | 600,000 | 0 | 3,768,002 | 2,249,338 | 534,168 | 95,009 | (7) | 7,246,517 | |||||||||||||||||||||||||||||||||||
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President & Chief Executive Officer | 2017 | 404,367 | 225,000 | 0 | 0 | 430,597 | 1,629,632 | (8) | 2,689,596 | |||||||||||||||||||||||||||||||||||
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2016 | 367,533 | 75,000 | 0 | 0 | 36,984 | 40,999 | (9) | 520,516 | ||||||||||||||||||||||||||||||||||||
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Timothy D. Boswell | 2018 | 375,000 | 0 | 1,159,386 | 692,102 | 250,544 | 34,374 | (10) | 2,511,406 | |||||||||||||||||||||||||||||||||||
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Chief Financial Officer | 2017 | 298,308 | 225,000 | 0 | 0 | 184,627 | 449,119 | (11) | 1,157,054 | |||||||||||||||||||||||||||||||||||
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2016 | 274,151 | 50,000 | 0 | 0 | 89,205 | 36,376 | (12) | 449,732 | ||||||||||||||||||||||||||||||||||||
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Bradley L. Bacon | 2018 | 296,027 | 0 | 507,960 | 303,231 | 78,236 | 26,911 | (13) | 1,212,365 | |||||||||||||||||||||||||||||||||||
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Vice President, General Counsel & Corporate Secretary | 2017 | 95,625 | 30,000 | 0 | 0 | 0 | 94,203 | (14) | 219,828 | |||||||||||||||||||||||||||||||||||
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In 2018, Mr. Soultz, Mr. Boswell and Mr. Bacon were paid $448,168, $194,644, and $78,236, respectively, under the STIP. The 2018 STIP payments represent amounts earned under performance-based grants awarded in 2017, and Mr. Bacon received a prorated amount based on his partial year of service in 2017. Messrs. Soultz and Boswell were also paid $86,000 and $55,900, respectively, under the funds heldMTIP. The 2018 MTIP payments represent amounts earned over a 3-year performance period under grants awarded in 2015, and the Trust Account2015 grants represent the final grants awarded under the MTIP prior to its cancellation.
In 2017, Mr. Soultz was paid $352,597 and not previously released$78,000 under the STIP and MTIP, respectively. In 2017, Mr. Boswell was paid $149,527 and $35,100 under the STIP and MTIP, respectively. The 2017 STIP payments represent amounts earned under performance-based grants awarded in 2016, and the 2017 MTIP payments represent amounts earned over a 3-year performance period under grants awarded in 2014.
In 2016, Mr. Soultz was paid $36,984 under the STIP. In 2016, Mr. Boswell was paid $59,730 and $29,475 under the STIP and MTIP, respectively. The STIP payments represent amounts earned under performance-based grants awarded in 2015, and the MTIP payment represent an amount earned over a 3-year performance period under a grant awarded in 2013.
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| | 18 | | 2019 proxy statement |
Outstanding Equity Awards at Fiscal Year-End
The following table presents certain information concerning equity awards held by our CEO and two other most highly compensated NEOs as of December 31, 2018.
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| Option Awards | Stock Awards | |||||||||||||||||||||||||||
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| Name | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | |||||||||||||||||||||||
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| Bradley L. Soultz | 408,497 | (2) | $ | 13.60 | March 20, 2028 | 277,059 | (3) | $2,609,895.78 | ||||||||||||||||||||
| President & Chief Executive Officer | ||||||||||||||||||||||||||||
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| Timothy D. Boswell | 125,691 | (2) | $ | 13.60 | March 20, 2028 | 85,249 | (3) | $803,045.58 | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||||||||||
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| Bradley L. Bacon | 55,069 | (2) | $ | 13.60 | March 20, 2028 | 37,350 | (3) | $351,837 | ||||||||||||||||||||
| Vice President, General Counsel & Corporate Secretary | ||||||||||||||||||||||||||||
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| | 19 | | 2019 proxy statement |
Equity Compensation Plan Information
On November 16, 2017, our shareholders approved a new long-term incentive award plan (the "Plan") in connection with the Business Combination. The Plan is administered by the Compensation Committee. Under the Plan, the Compensation Committee may grant an aggregate of 4,000,000 shares of Class A common stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, and (iii)performance compensation awards.
As of December 31, 2018, 1,514,043 securities had been granted under the Plan.
Plan Category | Common Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Common Shares Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in Column(a)) (c) | |||
Equity compensation plans approved by WillScot stockholders(1) | 1,514,043 | $13.69 | 2,485,957 | |||
Equity compensation plans not approved by WillScot stockholders | — | — | — | |||
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Totals | 1,514,043 | $13.69 | 2,485,957 | |||
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Employment Agreements
The employment arrangements we have with our CEO and two other most highly compensated NEOs are summarized below.
Bradley L. Soultz, President and Chief Executive Officer
On November 29, 2017, we entered into an employment agreement with Mr. Soultz. The agreement provides for an initial employment term of 36 months, with automatic successive one year extensions after the end of the initial term, unless either party provides a non-renewal notice to the approvalother party at least 120 days before the expiration of our remaining shareholdersthe initial term or the renewal term, as applicable. Mr. Soultz's agreement provides for an annual base salary of $600,000, along with a short-term incentive target of $798,000 (133% of annual salary) and our board in accordance with applicable law, dissolvea long-term incentive annual allocation of $1,000,000 (125% of annual short-term incentive target) comprised of 50% time-vested options and liquidate, subject in each case50% restricted stock vesting ratably over four years. The agreement also includes a 12 month non-competition and non-solicitation provision.
In March 2019, we adjusted Mr. Soultz's compensation to our obligations under Cayman Islands law to provideinclude a base salary of $750,000, a short-term incentive target of $900,000 (120% of annual salary), and a long-term incentive annual allocation of $1,950,000.
If Mr. Soultz's employment is terminated other than for claims of creditors and the other requirements of other applicable law.
Therecause, he will be no distribution fromentitled to 12 months base salary plus a pro-rata bonus for the Trust Account with respect toyear of termination, based on actual performance plus accrued and unpaid benefits and health insurance continuation for the Company’s warrants, which will expire worthless in the event of our winding up.severance period. In the event of a liquidation, nonechange of control, if Mr. Soultz is terminated other than for cause within 12 months of such change of control, he will be entitled to 150% of his base salary, his target annual incentive award and a pro rata portion of his target bonus as well as a continuation of his health insurance for the severance period and vesting of any unvested equity awards.
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| | 20 | | 2019 proxy statement |
Timothy D. Boswell, Chief Financial Officer
On November 29, 2017, we entered into an employment agreement with Mr. Boswell. The agreement provides for an initial employment term of 36 months, with automatic successive one year extensions after the end of the initial term, unless either party provides a non-renewal notice to the other party at least 120 days before the expiration of the initial term or the renewal term, as applicable. Mr. Boswell's agreement provides for an annual base salary of $375,000, along with a short-term incentive target of $225,000 (60% of annual salary) and a long-term incentive annual allocation of $300,000 (133% of short-term incentive target) comprised of 50% time-vested options and 50% restricted stock vesting ratably over four years. The agreement also includes a 12 month non-competition and non-solicitation provision.
In March 2019, we adjusted Mr. Boswell's compensation to include a base salary of $425,000, a short-term incentive target of $301,750 (71% of annual salary), and a long-term incentive annual allocation of $500,000.
If Mr. Boswell's employment is terminated other than for cause, he will be entitled to 12 months base salary plus a pro rata bonus for the year of termination based on actual performance plus accrued and unpaid benefits and health insurance continuation for the severance period. In the event of a change of control, if Mr. Boswell is terminated other than for cause within 12 months of such change of control, he will be entitled to his full base salary plus target annual incentive awards, his pro rata target bonus and health insurance continuation for the severance period, along with vesting of any unvested equity awards.
Bradley L. Bacon, Vice President, General Counsel and Corporate Secretary
As of August 28, 2017, we entered into an employment letter with Mr. Bacon. His employment is "at will," and his employment letter does not include a specific term. Mr. Bacon's letter provides for an annual base salary of $292,500, along with a short-term incentive target of $175,500 (60% of annual salary) and a long-term incentive annual allocation of $175,500 (100% of short-term incentive target).
If Mr. Bacon's employment is terminated other than for cause, he is entitled to 12 months' base salary plus the value of the accrued short-term incentive plan for the year of termination based on actual performance plus accrued and unpaid benefits and health insurance continuation for the severance period.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Review and Approval of Related Person Transactions
Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board has adopted a written policy on related person transactions that establishes the policies and procedures for the review and approval or ratification of related person transactions.
A "Related Person Transaction" is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A "Related Person" means:
The Audit Committee is responsible for reviewing related party transactions.
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| | 21 | | 2019 proxy statement |
Related Person Transactions
In the ordinary course of business, we enter into commercial transactions to receive consulting and advisory services, from time to time, from companies for which our directors may serve as non-executive directors. All of those transactions have been approved by the audit committee of our board. We consider these transactions to be arm's length and, except for Mr. Robertson's and Mr. Lindsay's respective pecunicary interests in TDR Capital, we do not believe that the directors had or have any material direct or indirect pecuniary or other interests in such engagements.
Below is summary of transactions in which we participated during 2018 in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than five percent of our capital stock or any members of their immediate family had or will have a direct or indirect material interest, other than compensation arrangements described under "Executive Compensation" above.
Registration Rights Agreement
On the Combination Date, Sapphire purchased 43,568,901 shares of our Class A shares at a price of $9.60 per share, for a total purchase price of $418.3 million. In connection with the private placement, we entered into a registration rights agreement with Sapphire and certain other parties entered into a registration rights agreement that amended and restated a 2015 registration rights agreement between Double Eagle Acquisition LLC, whichand certain of its initial investors. Under the amended and restated registration rights agreement, we referprovided to as our “Sponsor”,Sapphire and the Double Eagle investors customary demand, shelf and piggyback registration rights for unregistered securities held by the shareholders.
Earnout Arrangement
On the Combination Date, we entered into an earnout agreement (the "Earnout Agreement") with Sapphire and each of DEAL and Harry E. Sloan or our independent directors will receive any monies(together, the "Founders"), under which 12,425,000 Class A shares held by the Founders were placed in the Trust Account as a result of their aggregate ownership of the 12,500,000 Class B ordinary shares, which we refer to as the “founder shares”, that areescrow and 14,550,000 private warrants owned by the Sponsor, Harry E. SloanFounders were deemed restricted under the Earnout Agreement.
In January 2018, 3,106,250 escrowed shares were released to each of Sapphire and the Founders. The release was triggered when the closing price of our independent directorsClass A shares exceeded $12.50 per share for a period of 20 out of 30 trading days. In August 2018, the remaining escrowed shares were released to Sapphire and the Founders, the Founders transferred 4,850,000 warrants to Sapphire, and the restrictions on the date of this Proxy Statement.
IfFounders' warrants lapsed. The releases and warrant transfer were triggered when the Company liquidates,completed the ModSpace acquisition, which constituted a "Qualifying Acquisition" under the Earnout Agreement. The Earnout Agreement and escrow agreement were effectively terminated upon the release of the escrowed shares and warrant restrictions.
Equity Commitment Letter
On November 6, 2017, we entered into an amended equity commitment letter with TDR Capital II under which TDR Capital II committed to invest up to $500 million in orderour company to fund a portion of the cash consideration payable to WSII's prior owners in the Business Combination, certain transaction costs and expenses incurred to facilitate the Business Combination, and certain acquisitions after the Business Combination. $418.3 million of the commitment was utilized when Sapphire purchased Class A shares on the Combination Date. We did not subsequently elect to utilize any portion of the remaining commitment ($81.7 million), and the commitment expired on November 29, 2018.
Shareholders Agreement
On the Combination Date, we entered into a shareholders agreement (the "Shareholders Agreement") with WSII's former owners that governs the ownership and operation of WS Holdings. The agreement contains, among other things, (i) preemptive rights that permit Sapphire (to whom WSII's former owners' interest was assigned in 2017) to avoid dilution and maintain its ownership percentage in WS Holdings on a fully diluted basis upon any future issuance of shares of WS Holdings or WillScot; (ii) customary tag along and drag along provisions; (iii) protective provisions
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| | 22 | | 2019 proxy statement |
designed to protect Sapphire from changes to WS Holdings' organizational documents that would have a materially disproportionate effect on Sapphire; and (iv) transfer restrictions on our Class B common shares held by Sapphire. The Shareholder Agreement also provides to us a right of first refusal to purchase Sapphire's shares of WS Holdings, and provides that acquisitions of businesses similar to WSII's business must be consummated by WS Holdings or one of its wholly-owned subsidiaries.
Exchange Agreement
On the amounts heldCombination Date, we entered into an exchange agreement (the "Exchange Agreement") with WS Holdings and WSII's former owners. Under the agreement, Sapphire (to whom WSII's former owners' interest was assigned in 2017) acquired the right at any time prior to November 29, 2022, to exchange all, but not less than all, of its WS Holdings shares into new shares of our Class A common stock in a private placement. Subject to potential adjustment, Sapphire's common shares of WS Holdings (representing Sapphire's then-current ownership percentage of WS Holdings) are exchangeable into new WillScot Class A shares representing an equal ownership percentage of our Class A common stock. The exchange ratio is subject to adjustment based on, among other things, (i) Sapphire's election to exercise, or to refrain from exercising, its preemptive rights under the Shareholders Agreement and (ii) the dilutive effect of certain issuances of equity securities and derivatives by WS Holdings or WillScot that do not trigger such preemptive rights. Upon Sapphire's exercise of its exchange right, we will automatically redeem for no consideration all of our Class B common shares owned by Sapphire.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Ownership
The following table sets forth information regarding the beneficial ownership of our common stock as of April 22, 2019 by each person who is the beneficial owner of more than 5% of our common shares; each of our executive officers and directors; and all of our executive officers and directors as a group. The beneficial ownership of our common stock is based on 108,693,209 Class A shares and 8,024,419 Class B shares issued and outstanding, as of April 22, 2019.
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| | 23 | | 2019 proxy statement |
Unless otherwise indicated, we believe that all persons named in the Trust Account, Harry E. Sloantable below have sole voting and Jeff Sagansky have agreed that they will be jointly and severally liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below a certain threshold. This liability will not applyinvestment power with respect to all common shares beneficially owned by them. To our knowledge, no common shares beneficially owned by any claims byexecutive officer, director or director nominee have been pledged as security.
Class A Common Stock | Class B Common Stock | |||||||
Name and Address of Beneficial Owner | Number of Shares | % | Number of Shares | % | ||||
Directors and Executive Officers(1) | ||||||||
Bradley L. Soultz(2) | 185,385 | * | — | — | ||||
Timothy D. Boswell(2) | 55,534 | * | — | — | ||||
Bradley L. Bacon(2) | 19,994 | * | — | — | ||||
Sally J. Shanks(2) | 2,788 | * | — | — | ||||
Gerard E. Holthaus(3) | 349,018 | * | — | — | ||||
Gary Lindsay | — | — | — | — | ||||
Stephen Robertson(4)(9) | 51,578,740 | 46.4% | 8,024,419 | 100% | ||||
Mark S. Bartlett(5) | 94,607 | * | — | — | ||||
Jeff Sagansky(6) | 4,521,539 | 4.1% | — | — | ||||
Fredric D. Rosen(7) | 678,243 | * | — | — | ||||
Rebecca L. Owen | — | — | — | — | ||||
All executive officers and directors as a group | 57,491,765 | 52.9% | 8,024,419 | 100% | ||||
Five Percent Holders |
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JPMorgan Chase & Co(8) | 6,223,014 | 5.7% | — | — | ||||
Sapphire Holding S.à r.l.(9) | 51,478,740 | 46.3% | 8,024,419 | 100% |
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| | 24 | | 2019 proxy statement |
General Meeting. The closing priceSara L. Rosen Trust and the Samuel N. Rosen 2015 Trust. Mr. Rosen disclaims beneficial ownership of the Company’s ordinarysecurities held by the trusts.
If the Extension Amendment Proposal is approved, the Company will, pursuant to the termsExchange Agreement and (ii) a corresponding reduction of our Class B shares upon an exchange of WS Holdings' common stock into Class A shares. The mailing address of this stockholder is c/o TDR Capital, 20 Bentinick Street, London, UK W1U 2EU.
MATTERS RAISED AT THE ANNUAL MEETING NOT INCLUDED IN THIS STATEMENT
We do not know of any matters to be acted upon at the annual meeting other than those discussed in this proxy statement. If any other matter is properly presented, proxy holders will vote on the matter in their discretion.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2020 ANNUAL MEETING
A director nomination or proposal for action to be presented by any stockholder at the 2020 annual meeting of stockholders will be acted on only:
In each case, your proposal or nomination must be delivered in the manner and accompanied by the information required in our bylaws. You may request a copy of the bylaws by writing to WillScot Corporation c/o Corporate Secretary at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231. Please also fax a copy of your request to us at (410) 933-5940.
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| | 25 | | 2019 proxy statement |
SECTION 16(A) BENEFICAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC, and to furnish us with copies of such forms. Based on our review of the forms we have received, or written representations from reporting persons, we believe that, during 2018, each of our executive officers and directors complied with all such filing requirements, except that (i) Messrs. Soultz, Boswell and Bacon each late filed a Form 4 in March 2018 due to technical issues and (ii) Mr. Rosen filed a Form 5 in February 2019 reporting, among other things, a transaction in which his wife tendered warrants for exchange into our common shares who do not redeem their public sharesin December 2018 (a Form 4 reportable event).
On written request, we will retain their redemption rightsprovide, without charge to each record or beneficial holder of our common stock as of April 22, 2019, a copy of our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC, including the financial statements and their abilityschedules. Written requests should be directed to WillScot Corporation c/o Corporate Secretary at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231.
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why am I receiving these proxy materials?
You are invited to attend the annual meeting and are entitled to vote on an initialthe items of business combination throughdescribed in this proxy statement because you are a stockholder of our company. The proxy materials include the Extended Date ifnotice of annual meeting, this proxy statement for the Extension Amendment Proposal is approved.annual meeting and our annual report. If you received a paper copy of these materials by mail or email, the proxy materials also include a proxy card or voting instruction card for the annual meeting.
Our board has fixedWhen and where will the company hold the annual meeting?
The annual meeting will be held on Tuesday, June 18, 2019, at 9 a.m. Eastern Daylight Time, at our executive office located at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231.
Who may vote at the annual meeting?
As of the record date (April 22, 2019), there were 108,693,209 shares of our Class A common stock and 8,024,419 shares of our Class B common stock outstanding (collectively, "common stock"). You may vote all of the shares of our common stock that you own at the close of business on August 28, 2017the record date. You may cast one vote for each share that you own. Holders of Class A shares and Class B shares vote together as a single class on all matters submitted to a vote of our stockholders. We do not have cumulative voting rights for the election of directors.
What is a quorum?
A quorum must be present at the annual meeting in order to transact business. A quorum will be present if a majority of our shares of common stock entitled to vote are represented at the annual meeting, either in person or by proxy. If a quorum is not present, no business may be conducted at the annual meeting, in which case the annual meeting may be adjourned, without a vote of stockholders by the chairman of the annual meeting, until such time as a quorum is present.
Proxies received and marked as abstentions from voting on a proposal, and broker non-votes are counted for determining whether a quorum is present. A "broker non-vote" results when a trust, broker, bank, or other nominee or fiduciary that holds shares for another person has not received voting instructions from the owner of the shares and,
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| | 26 | | 2019 proxy statement |
under the applicable rules, does not have the discretionary authority to vote on a matter. If a properly executed proxy has not been returned, the holder is not present for quorum purposes.
What am I voting on, how many votes are required to elect directors and approve the other proposals, and how does the Board recommend that I vote?
Proposal No. 1: Elect as directors the two nominees named in the proxy statement | As there are two nominees for the two seats up for election, each nominee will be elected as a director if he or she receives the affirmative vote a plurality of the total votes cast "FOR" with respect to his election as a director at the annual meeting. Any abstentions or broker non-votes are not counted as votes cast either "FOR" or "WITHHELD" with respect to a director's election and will have no effect on the election of directors. | |
The Board recommends a vote FOR the election of each nominee as a director. | ||
Proposal No. 2: Ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2019 | Ratification of the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2019 requires a majority of the votes cast on the proposal at the annual meeting to be voted "FOR" this proposal. Abstentions will not count as votes cast either "FOR" or "AGAINST" Proposal No. 2, and will have no effect on the results of the vote on this proposal. | |
The Board recommends a vote FOR the ratification of EY's appointment. |
How many votes do I have?
You have one vote on each proposal for each share of common stock that you owned as of the record date, April 22, 2019.
How do I vote my shares?
If you are a stockholder of record (i.e., you hold your shares in certificate form or through an account with our transfer agent, Continental Stock Transfer & Trust Company), then you can attend the annual meeting, complete a ballot and submit it. You may also vote by completing, signing and dating the proxy card that you received from us, and returning it in the accompanying pre-addressed envelope.IF YOU VOTE BY MAIL, YOUR PROXY CARD WILL BE VALID ONLY IF YOU COMPLETE, SIGN, DATE AND RETURN IT BEFORE THE ANNUAL MEETING DATE.
If you are a beneficial owner of shares registered in the name of your brokerage firm, bank or other agent, then you should receive a notice containing voting instructions from that organization rather than our company. Simply follow the voting instructions in the notice to ensure that your vote is counted. To vote in person at the annual meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form. See "How do I attend the annual meeting in person?" below for determiningmore information on how to attend the Company shareholders entitledannual meeting.
Even if you plan to receive noticeattend the annual meeting, please authorize a proxy to vote your shares right away, by following the instructions on the proxy card that you received from us or the voting instruction card that you received from your
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broker, bank or other agent. By voting by proxy, you will be directing the persons designated as proxy holders as your proxies to vote your shares at the annual meeting in accordance with your instructions.
Will my shares be voted if I do not complete, sign, date and return my proxy card or voting instruction card, or vote by some other method?
If you are a registered "record" stockholder and you do not vote your shares by completing, signing, dating and returning a proxy card, your shares will not be voted unless you attend the annual meeting and vote in person. In addition, if you sign, date and return a proxy card, but do not complete voting instructions for a proposal, your shares will be voted with respect to such proposal by the named proxies in accordance with the Board's recommendations and in the discretion of the proxy holder on any other matter that may properly come before the annual meeting.
If your shares are held in a brokerage account or by a bank or other agent, you are considered the "beneficial owner" of shares held in "street name" and the proxy materials were forwarded to you by that organization. In order to vote your shares, you must follow the voting instructions provided to you by that organization. Brokerage firms, banks and other agents are required to request voting instructions for shares they hold on behalf of customers and others. As the beneficial owner, you have the right to direct the record holder how to vote and you are also invited to attend the annual meeting. We encourage you to provide instructions to your brokerage firm, bank or other agent on how to vote your shares. Because a beneficial owner is not the record stockholder, you may not vote the shares in person at the Extraordinary General Meetingannual meeting unless you obtain a legal proxy from the record holder giving you the right to vote the shares at the meeting.
Even if you do not provide voting instructions on your voting instruction card, your shares may be voted if you hold shares through an account with a brokerage firm, bank or other agent. Brokerage firms have the authority under Nasdaq rules to vote shares for which their customers do not provide voting instructions on certain routine matters. Proposal No. 2, to ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2018, is considered a routine matter for which brokers, banks and any adjournment thereof. Only holdersother agents may vote in the absence of recordspecific instructions.
When a proposal is not considered routine and the broker, bank or other agent has not received voting instructions from the beneficial owner of the Company’s ordinaryshares with respect to such proposal, such firm cannot vote the shares on that dateproposal. All proposals, other than Proposal No. 2, are entitlednon-routine proposals. Votes that cannot be cast by a broker, bank or other agent on non-routine matters are known as "broker non-votes."
How can I revoke my proxy and change my vote prior to have their votes countedthe annual meeting?
You may revoke your proxy or change your vote at any time prior to the vote taken at the Extraordinary General Meetingannual meeting.
You may revoke your proxy by (i) notifying our Corporate Secretary, at our office at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231, in writing that you wish to revoke your proxy; (ii) submitting a proxy dated later than your original proxy; or any adjournment thereof. On(iii) attending the record date ofannual meeting and voting by ballot. Attending the Extraordinary General Meeting, there were 62,500,000 ordinary shares outstanding, of which 50,000,000 were public shares and 12,500,000 were founder shares. The founder shares carry voting rights in connection with the Extension Amendment Proposal and the Adjournment Proposal, and we have been informedannual meeting will not by our Sponsor and our other initial shareholders that they intend to vote in favor of the Extension Amendment Proposal and the Adjournment Proposal.
This Proxy Statement contains important information about the Extraordinary General Meeting and the proposals. Please read it carefullyitself revoke a proxy; you must submit a ballot and vote your shares.shares at the annual meeting.
For shares you hold beneficially or in street name, you may change your vote by following the specific voting instructions provided to you by the record holder to change or revoke any instructions you have already provided, or, if you obtained a legal proxy from your brokerage firm, bank or other agent giving you the right to vote your shares, by attending the annual meeting and voting in person.
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Who pays the costs of the proxy solicitation?
We will pay for the entire cost of soliciting proxies. We have engaged Morrow Sodali LLC, which we refer to as “Morrow”, to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Morrow a fee of $20,000. We will also reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition toBeyond these mailed proxy materials, our directors and officersemployees may also solicit proxies in person, by telephone or by other means ofelectronic communication. These partiesDirectors and employees will not be paidreceive any additional compensation for soliciting proxies. We maywill also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
This Proxy Statement is dated [ ], 2017What does it mean if I received more than one proxy card or voting instruction card?
If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with our transfer agent and/or brokerage firm, bank or other agent, or you may hold shares in different ways or in multiple names (such as through joint tenancy, trusts and is first being mailed to shareholders on or about [ ], 2017.custodial accounts). Please vote all of your shares.
These Questions and Answers are only summariesHow can I find out the results of the matters they discuss. They do not contain all ofvoting at the information that mayannual meeting?
Preliminary voting results will be important to you. You should read carefullyannounced at the entire document, including the annexes to this Proxy Statement.
We believe that some of the information in this Proxy Statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may”, “expect”, “anticipate”, “contemplate”, “believe”, “estimate”, “intends”, and “continue” or similar words. You should read statements that contain these words carefully because they:
We believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not ableexpect to predict accurately or over which we have no control. The cautionary language discussed in this Proxy Statement provides examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the Trust Account, unanticipated delays in the distribution of the funds from the Trust Account and our ability to identify suitable acquisition targets and complete an initialfile within four business combination. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Proxy Statement.
All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
We are a blank check company incorporated as a Cayman Islands exempted company on June 26, 2015, to serve as a vehicle for the acquisition of a target business through effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
There are currently 62,500,000 ordinary shares, par value $0.0001 per share, of the Company issued and outstanding, consisting of 50,000,000 public shares originally sold as part of the units issued in our IPO and 12,500,000 founder shares.
On September 16, 2015, we consummated our IPO of 50,000,000 units, including the issuance of 2,000,000 units as a result of the underwriters’ partial exercise of their over-allotment option. Each unit consists of one Class A ordinary share and one warrant. Each warrant entitles the holder thereof to purchase one-half of one Class A ordinary share at a price of $5.75 per one-half share ($11.50 per whole share). The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $500,000,000. Prior to the consummation of the IPO, on July 1, 2015, our Sponsor purchased 12,218,750 founder shares for an aggregate purchase price of $25,000, or approximately $0.002 per share. The number of founder shares issued was determined based on the expectation that the IPO would be 42,500,000 units and therefore that such founder shares would represent, on an as-converted basis, 20% of the outstanding public shares under the IPO. On July 29, 2015, our Sponsor transferred 6,109,375 founder shares to Harry E. Sloan for a purchase price of $12,500 (the same per share purchase price initially paid by the Sponsor). On August 27, 2015, our Sponsor and Mr. Sloan transferred an aggregate of 25,000 founder shares on a pro rata basis to each of our independent directors at their original purchase price. On August 27, 2015, Mr. Sloan transferred 665,500 founder shares to the Sponsor. On September 10, 2015, we effected a share capitalization of approximately .129 shares for each outstanding founder share, resulting in our initial shareholders holding an aggregate of 13,800,000 founder shares. Following the IPO, an aggregate of 1,300,000 of the founder shares (consisting of 1,271,771 shares held by the Sponsor, an aggregate of 9,705 shares held by our independent directors and 18,524 shares held by Mr. Sloan) were surrendered to us for no consideration due to the partial exercise by the underwriters of their over-allotment option.
Simultaneously with the consummation of the IPO, we consummated the private sale of an aggregate of 19,500,000 warrants, each exercisable to purchase one-half of one Class A ordinary share at $5.75 per one-half share ($11.50 per whole share), to the Sponsor, Harry E. Sloan and the Company’s independent directors (and/or one or more of their estate planning vehicles) at a price of $0.50 per warrant, generating gross proceeds, before expenses, of $9,750,000 (the “private placement”). The warrants sold in the private placement, or the “private placement warrants”, are identical to the warrants included in the units sold in the IPO, except that, so long as they are held by their initial purchasers or their permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the Company completes its initial business combination and (iii) they may be exercised byannual meeting.
How do I attend the holders on a cashless basis. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding ordinary shares and reduce the value of the ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.annual meeting in person?
Upon the closing of the IPO and the private placement, an amount of $500,000,000 ($10.00 per share) from the net proceeds of the sale of the public units in the IPO and the private placement warrants was placed in a Trust Account with Continental Stock Transfer & Company acting as trustee and invested in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the consummation of
a business combination or (ii) the distribution of the Trust Account as described below. As of December 31, 2016, no funds had been withdrawn from the Trust Account.
Our Sponsor and our other initial shareholders, including our directors and officers, have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of founder shares and warrants that may become exercisable in the future and loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extension Amendment Proposal — Interests of Our Sponsor and our other initial shareholders, including our directors and officers”.
On the record date of the Extraordinary General Meeting, there were 62,500,000 ordinary shares outstanding, of which 50,000,000 were public shares and 12,500,000 were founder shares. The founder shares carry voting rights in connection with the Extension Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor and our other initial shareholders that they intend to vote in favor of the Extension Amendment Proposal and the Adjournment Proposal.
The founder shares are identical to the public shares except that (i) the initial shareholders have agreed to waive their redemption rights in connection with the business combination with respect to the founder shares and any public shares they may purchase, and to waive their redemption rights with respect to the founder shares if the Company fails to complete a business combination by September 16, 2017 and (ii) the founder shares are subject to certain transfer restrictions, whereby the initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier of (A) one year after the completion of the Company’s initial business combination, or earlier if, subsequent to the Company’s initial business combination, the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, and (B) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial business combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”).
The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) are also subject to certain transfer restrictions, as described above.
The mailing address is Company’s principal executive office is 2121 Avenue of the Stars, Suite 2300, Los Angeles, California 90067.
Pursuant to the Stock Purchase Agreement, the Holdco Acquiror will purchase from Sellers all of the issued and outstanding shares of common stock, par value $0.01 per share, of Williams Scotsman, resulting in Williams Scotsman becoming a wholly owned subsidiary of the Company. The aggregate purchase price for the Business Combination is $1.1 billion, of which $1.021 billion will be Cash Consideration and the remaining $79 million will be Stock Consideration representing a 10% equity interest in the Holdco Acquiror. The Cash Consideration is expected to be funded from (i) debt financing proceeds of at least $490 million from committed secured debt financing of $900 million, (ii) an equity investment by the TDR Investor in an amount equal to the Closing Date Commitment (as defined below) and (iii) cash in the Company’s Trust Account of at least $250 million and up to $500 million. The closing of the Business Combination is subject to the Company’s receipt of debt financing and an equity investment in an amount equal to the Closing Date Commitment. The closing of the Business Combination is also subject to certain other conditions, including, among others, approval by the Company’s shareholders of the Stock Purchase Agreement, the Business Combination and certain other actions related thereto, the consummation of a restructuring transaction relating to Williams Scotsman pursuant to which certain assets of WSII related to the remote accommodation business in the United States and Canada (Target Logistics) of Algeco Group will be transferred to the Sellers or their affiliates (the “Carve-Out Transaction”), the availability of at least $250 million of cash in the Company’s Trust Account, that the Company has at least $125 million of cash on a pro forma basis after giving effect to the consummation of the Business Combination, the absence of certain legal impediments and receipt of consent from the existing lenders of the Sellers and certain of their affiliates.
In connection with the closing of the business combination, the Sellers and the Acquirors will enter into an exchange agreement pursuant to which the shares of the Holdco Acquiror issued to the Sellers as the Stock Consideration will be exchangeable for shares of capital stock of the Company. The Sellers and the Acquirors will enter into a shareholders agreement setting forth certain rights and obligations of the Sellers as minority shareholders of the Holdco Acquiror. In addition, our Sponsor and Harry E. Sloan (together with the Sponsor, the “Founders”) will deposit into escrow their founder shares and agree to a lock-up of their warrants that are exchangeable for the capital stock of the Company (the “founder warrants”). Pursuant to an earnout agreement to be entered intoAttendance at the closing of the business combination, the founder shares and the founder warrants will be released from escrow to the Founders and/or transferred to the TDR Investor upon the achievement of certain earnout targets. The Company, the Sellers and the TDR Investor will enter into a registration rights agreement providing for demand, shelf and piggyback registration rights with respect to shares of the Company’s capital stock that they may receive pursuant to the TDR Investor’s equity commitment, the earnout agreement or the exchange agreement. The Founders, the TDR Investor and the Company also will enter into a nominating agreement pursuant to which the TDR Investor and the Founders will be granted rights to nominate individuals to the Company’s board of directors based on their respective ownership percentages of the Company’s common stock as set forth therein. The parties will enter into certain other ancillary agreements, including a transition services agreement pursuant to which the Sellers and the Acquirors will provide the other parties with certain transition services following the closing of the business combination.
In order to finance a portion of the Cash Consideration payable in the business combination and the costs and expenses incurred in connection therewith, (i) the Company entered into an equity commitment letter with the TDR Investor (the “Equity Commitment Letter”) and (ii) the Holdco Acquiror entered into a debt commitment letter (the “Debt Commitment Letter”) with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank AG, Canada Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank AG, New York Branch, Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc., Goldman Sachs Lending Partners LLC, Credit Suisse AG and Credit Suisse Securities (USA) LLC (collectively, the “Commitment Parties”). Pursuant to the terms of the Equity Commitment Letter, the TDR Investor has committed to purchase, or cause the purchase of, shares of capital stock of the Company at a cash purchase price of $9.60 per share in an amount necessary to fund the Cash Consideration and the expenses relating to the business combination after taking into account the debt financing proceeds and the Trust Account proceeds that are available to the Company (the “Closing Date Commitment”), which amount shall not exceed $500 million. In addition, in connection with certain acquisitions, the TDR Investor has committed to purchase, or cause the purchase of, shares of capital stock of the Company at a cash purchase price of $10.00 per share in an amount equal to the difference between $500 million and the amount of the Closing Date Commitment (the “Post-Closing Commitment”), which amount, together with the Closing Date Commitment, shall not exceed $500 million. Pursuant to the terms of the Debt Commitment Letter, the Commitment Parties committed to make available to the Holdco Acquiror, at closing, a senior secured revolving credit facility in the aggregate principal amount of $600 million (the “ABL Facility”) and, to the extent the Holdco Acquiror does not receive $300 million of gross proceeds from the issuance of senior secured notes on the Closing Date, $300 million aggregate principal amount of increasing rate loans (the “Bridge Loans”).
You are not being asked to vote on the proposed business combination with Williams Scotsman at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on the proposed business combination with Williams Scotsman when it is submitted to shareholders and the right to redeem your public shares for cash from the Trust Account in the event the proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.
The Company is proposing to amend its Articles to extend the date by which the Company has to consummate a business combination to the Extended Date.
The Extension Amendment Proposal is essential to the overall implementation of the board’s plan to allow the Company more time to complete an initial business combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.
If the Extension Amendment Proposal is not approved and we have not consummated a business combination by September 16, 2017, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish rights of the public shareholders’ rights as shareholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the other requirements of other applicable law.
The purpose of the Extension Amendment Proposal is to allow the Company more time to complete its previously announced proposed business combination with Williams Scotsman International, Inc. (“WSII” and together with its subsidiaries, “Williams Scotsman”) pursuant to the Stock Purchase Agreement, dated as of August 21, 2017, as may be amended from time to time (the “Stock Purchase Agreement”), by and among the Company, Williams Scotsman Holdings Corp, a wholly owned subsidiary of the Company (“Holdco Acquiror”, and, together with the Company, the “Acquirors”), Algeco Scotsman Global S.à r.l. and Algeco Scotsman Holdings Kft. (together with Algeco Scotsman Global S.à r.l., the “Sellers”). The Company intends to file a registration statement on Form S-4, including a proxy statement/prospectus, relating to the Williams Scotsmsan business combination (the “registration statement”) as soon as possible.
Our IPO prospectus and Articles provided that the Company has until September 16, 2017 to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”), which does not provide sufficient time to complete the SEC review process of the registration statement, hold our shareholderannual meeting to approve the proposed business combination and close the proposed business combination. The purpose of the Extension Amendment Proposal is to allow the Company more time to complete the William Scotsman business combination, which our board believes is in the best interest of our shareholders. If the Extension Amendment Proposal is approved, we will hold another shareholder meeting prior to the Extended Date in order to seek shareholder approval of the proposed business combination with Williams Scotsman.
A copy of the proposed amendments to the Articles of the Company is attached to this Proxy Statement in Annex A.
The Company’s IPO prospectus and Articles provide that the Company has until September 16, 2017 to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms. The Company’s IPO prospectus and Articles stated that if the Company’s shareholders approve an amendment to the Company’s Articles that would affect the substance or timing of the Company’s obligation to redeem all of the Company’s public shares if it does not complete its business combination before September 16, 2017, the Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, divided by the number of then outstanding public shares. Because the Company believes the opportunity for us to consummate an initial business
combination through to the Extended Date to be in the best interests of the Company’s shareholders, the Company has determined to seek shareholder approval to extend the time for closing a business combination beyond September 16, 2017 to the Extended Date.
We believe that the foregoing provision of the Articles was included to protect Company shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the Articles. We also believe, however, that given the Company’s expenditure of time, effort and money on seeking an initial business combination, circumstances warrant providing those who believe they might find a potential business combination to be an attractive investment with an opportunity to consider such a transaction, if we are successful in completing an initial business combination and allowing our shareholders the opportunity to consider and approved such a transaction.
The approval of the Extension Amendment Proposal is essential to the implementation of our board’s plan to extend the date by which we must consummate our initial business combination.
If the Extension Amendment Proposal is not approved and we have not consummated a business combination by September 16, 2017, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish rights of the public shareholders’ rights as shareholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the other requirements of other applicable law.
There will be no distribution from the Trust Account with respect to the Company’s warrants which will expire worthless in the event we wind up. In the event of a liquidation, neither our Sponsor nor our independent directors will receive any monies held in the Trust Account as a result of their ownership of the founder shares.
If the Extension Amendment Proposal is approved, the Company will amend the Articles in the form of the amendments set forth in Annex A hereto to extend the time it has to complete a business combination until the Extended Date. The Company will remain a reporting company under the Exchange Act and its units, ordinary shares and warrants will remain publicly traded. The Company will then continue to work to complete the Business Combination by the Extended Date.
You are not being asked to vote on the proposed business combination with Williams Scotsman at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on the proposed business combination with Williams Scotsman when it is submitted to shareholders and the right to redeem your public shares for cash from the Trust Account in the event the proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.
If the Extension Amendment Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $502,663,076 that was in the Trust Account as of June 30, 2017. We will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.
If the Extension Amendment Proposal is approved, and the Extension is implemented, each public shareholder may seek to redeem his public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, divided by the number of then outstanding public shares. Holders of public shares who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.
TO DEMAND REDEMPTION, PRIOR TO [5:00 P.M.] EASTERN TIME ON SEPTEMBER [ ], 2017 (TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.
In order to tender your ordinary shares for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or to deliver your shares to the transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in which you hold your shares.You should tender your ordinary shares in the manner described above prior to [5:00 p.m.] Eastern Time on September [ ], 2017 (two business days before the Extraordinary General Meeting).
Through the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment Proposal at the Extraordinary General Meeting will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public shareholder tenders its shares and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your ordinary shares for redemption to our transfer agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment Proposal will not be approved. The Company anticipates that a public shareholder who tenders ordinary shares for redemption in connection with the vote to approve the Extension
Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public shareholders that make the Election until such shares are redeemed for cash or returned to such shareholders.
If properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, divided by the number of then outstanding public shares. Based upon the amount in the Trust Account as of June 30, 2017, which was $502,663,076, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.05 at the time of the Extraordinary General Meeting. The closing price of the Company’s ordinary shares on the NASDAQ on August 22, 2017, the most recent closing price, was $10.05.
If you exercise your redemption rights, you will be exchanging your shares of the Company’s ordinary shares for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your share certificate(s) to the Company’s transfer agent prior to the vote on the Extension Amendment Proposal at the Extraordinary General Meeting. The Company anticipates that a public shareholder who tenders ordinary shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.
The following discussion is a summary of the U.S. federal income tax considerations generally applicable to holders of our ordinary shares that elect to have their shares redeemed for cash pursuant to the exercise of redemption rights through an Election. This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of our ordinary shares that hold such ordinary shares as a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to shareholders electing to have their shares redeemed for cash pursuant to the exercise of redemption rights through an Election in light of their particular circumstances, including:
Moreover, the discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, allstockholders as of the date hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws.
We have not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.
This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our ordinary shares or warrants, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our securities, we urge you to consult your own tax advisor.
EACH SHAREHOLDER IS URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH SHAREHOLDER OF THE EXERCISE OF REDEMPTION RIGHTS THROUGH AN ELECTION, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS.
For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner of ordinary shares that so redeems its shares and is:
Subject to the passive foreign investment company (“PFIC”) rules discussed below, the tax treatment of a Redeeming U.S. Holder for United States federal income tax purposes will depend on whether the redemption qualifies as a sale of the redeemed ordinary shares under Section 302 of the Code. If the redemption qualifies as a sale of the redeemed ordinary shares, the Redeeming U.S. Holder will be treated as described under “ — Redemption as Sale” below. If the redemption does not qualify as a sale of the redeemed ordinary shares, the Redeeming U.S. Holder will be treated as receiving a corporate distribution with the tax consequences described below under “ — Redemption as Distribution.” Whether a redemption qualifies for sale treatment will depend largely on the total number of shares treated as held by the Redeeming U.S. Holder (including any shares constructively owned by the Redeeming U.S. Holder as a result of owning warrants) relative to all of our shares outstanding both before and after the redemption. The redemption of ordinary shares generally will be treated as a sale of the redeemed ordinary shares (rather than as a corporate distribution) if such redemption (i) is “substantially disproportionate” with respect to the Redeeming U.S. Holder, (ii) results in a “complete termination” of the Redeeming U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the Redeeming U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing tests are satisfied, a Redeeming U.S. Holder takes into account not only our shares actually owned by the Redeeming U.S. Holder, but also our shares that are constructively owned by such Redeeming U.S. Holder. A Redeeming U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the Redeeming U.S. Holder has an interest or that have an interest in such Redeeming U.S. Holder, as well as any shares the Redeeming U.S. Holder has a right to acquire by exercise of an option, which would generally include our shares which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting shares actually and constructively owned by the Redeeming U.S. Holder immediately following the redemption must, among other requirements, be less than 80 percent of the percentage of our outstanding voting shares actually and constructively owned by the Redeeming U.S. Holder immediately before the redemption. There will be a complete termination of a Redeeming U.S. Holder’s interest if either (i) all of our shares actually and constructively owned by the Redeeming U.S. Holder are redeemed or (ii) all of our shares actually owned by the Redeeming U.S. Holder are redeemed and the Redeeming U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the Redeeming U.S. Holder does not constructively own any other shares of ours. The redemption will not be essentially equivalent to a dividend to a Redeeming U.S. Holder if the redemption results in a “meaningful reduction” of such Redeeming U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a Redeeming U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the
proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests are satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be as described under “ — Redemption as Distribution” below. After the application of those rules, any remaining tax basis of the Redeeming U.S. Holder in the redeemed shares will be added to the Redeeming U.S. Holder’s adjusted tax basis in its remaining shares, or, if it has none, to the Redeeming U.S. Holder’s adjusted tax basis in its warrants or possibly in other shares constructively owned by it.
Subject to the PFIC rules discussed below, if the redemption is treated as a sale to a Redeeming U.S. Holder, such Redeeming U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the redemption and such Redeeming U.S. Holder’s adjusted basis in the shares redeemed. Any such capital gain or loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for the shares redeemed exceeds one year at the time of the redemption. It is unclear, however, whether the redemption rights associated with our shares may suspend the running of the applicable holding period for this purpose. Long-term capital gain realized by a non-corporate U.S. Holder is currently eligible to be taxed at reduced rates. The deduction of capital losses is subject to certain limitations. Shareholders who hold different blocks of shares (generally, shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.
Subject to the PFIC rules discussed below, if the redemption is treated as a corporate distribution to a Redeeming U.S. Holder, such Redeeming U.S. Holder generally will be required to include in gross income the consideration paid to such Redeeming U.S. Holder as dividend income for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such amounts treated as dividends paid by us generally will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect to a non-corporate Redeeming U.S. Holder, under tax laws currently in effect, such amounts treated as dividends generally will be treated as “qualified dividends,” which are taxed at the lower applicable long-term capital gains rate, only if our ordinary shares are readily tradable on an established securities market in the United States, we are not a PFIC during the taxable year in which the distribution is made or the preceding taxable year, and certain other requirements are met. No assurance can be given that such preferential rates of tax will apply to such amounts treated as dividends paid on our ordinary shares held by a Redeeming U.S. Holder. In addition, for purposes of “qualified dividend” treatment, due to the redemption right, a Redeeming U.S. Holder may be unable to include the time period prior to the redemption in the shareholder’s “holding period.” Redeeming U.S. Holders should consult their own tax advisers regarding the availability of such lower rate for any amounts treated as dividends paid by us.
Amounts treated as distributions which are in excess of our current or accumulated earnings and profits generally will be applied against and reduce the Redeeming U.S. Holder’s basis in its shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such shares.
As these rules are complex, beneficial owners considering exercising their redemption rights should consult their own tax advisors as to whether the redemption will be treated as a sale or as a distribution under the Code.
A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. tax purposes in any taxable year in which either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) on average, at least 50% of its assets in a taxable year (ordinarily determined based on
fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes, among other things, dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
Because we are a blank check company, with no current active business, we believe that it is likely that we met the PFIC asset or income test for our initial taxable year ended December 31, 2015 and our taxable year ending December 31, 2016. Our actual PFIC status for our current taxable year or any subsequent taxable year, however, will not be determinable until after the end of such taxable year. The determination of whether we are or have been a PFIC is primarily factual, and there is little administrative or judicial authority on which to rely to make a determination of PFIC status. Accordingly, the IRS or a court considering the matter may not agree with our analysis of whether or not we are or were a PFIC during any taxable year.
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares or warrants and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely qualified electing fund (“QEF”) election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark to market” election, in each case as described below, such holder generally will be subject to special rules with respect to:
Under these special rules:
In general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares (but not our warrants) by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S.
Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
A Redeeming U.S. Holder may not make a QEF election with respect to its warrants to acquire our shares. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the warrants. If a Redeeming U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the warrants), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired upon the exercise of the warrants for purposes of the PFIC rules.
The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our warrants. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
In order to comply with the requirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF election, but there can be no assurance that we will timely provide such required information. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.
If a Redeeming U.S. Holder has made a QEF election with respect to our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.
Although a determination as to our PFIC status will be made annually, a determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the
requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of us that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.
Alternatively, if a Redeeming U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes a valid mark-to-market election for the first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or is deemed to hold) shares and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to our warrants.
The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including NASDAQ Capital Market, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.
If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, Redeeming U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the Redeeming U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a Redeeming U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. However, there is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide the required information. Redeeming U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.
A Redeeming U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621(whether or not a QEF or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, may result in substantial penalties and the extension of the period of limitations on assessment and collection of U.S. federal income taxes.
The application of the PFIC rules is extremely complex. Shareholders considering participating in the redemption should consult with their own tax advisors concerning the application of the PFIC rules in their particular circumstances.
For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a partnership or entity treated as a partnership for U.S. federal income tax purposes) who or that so elects to have its shares redeemed and is not a Redeeming U.S. Holder.
Except as otherwise discussed in this section, a Redeeming Non-U.S. Holder who elects to have its shares redeemed will generally be treated in the same manner as a Redeeming U.S. Holder for U.S. federal income tax purposes. See the discussion above under “U.S. Federal Income Tax Considerations to Redeeming U.S. Holders.”
Any Redeeming Non-U.S. Holder will not be subject to U.S. federal income tax on any capital gain recognized as a result of the exchange unless:
With respect to any redemption treated as a distribution rather than a sale, any amount treated as dividend income to a Redeeming Non-U.S. Holder may be subject to U.S. withholding tax at a rate of 30%, unless the Redeeming Non-U.S. Holder is entitled to a reduced rate of withholding under an applicable income tax treaty. Dividends received by a Redeeming Non-U.S. Holder that are effectively connected with such holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies, such dividends are attributable to a permanent establishment maintained by the Redeeming Non-U.S. Holder in the United States), will be taxed as discussed above under “U.S. Federal Income Tax Considerations to Redeeming U.S. Holders.” In addition, dividends received by a corporate Redeeming Non-U.S. Holder that are effectively connected with such Redeeming Non-U.S. Holder’s conduct of a U.S. trade or business may also be subject to an additional branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.
As these rules are complex, shareholders considering exercising their redemption rights should consult their own tax advisors as to whether the redemption will be treated as a sale or as a distribution under the Code.
In general, proceeds from the exercise of redemption rights may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a Redeeming U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Redeeming Non-U.S. Holder generally can eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of, and, after December 31, 2018, gross proceeds from the sale or other disposition of, our securities which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to
interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which our securities are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and, after December 31, 2018, gross proceeds from the sale or other disposition of, our securities held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury. All shareholders are urged to consult their own tax advisors regarding the possible implications of FATCA on their redemption decision.
The foregoing discussion of U.S. federal income tax considerations is included for general purposes only. All shareholders are urged to consult their own tax advisors to determine the particular tax consequences to them (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of electing to exercise redemption rights in connection with the Extension Amendment.
Date, Time and Place. The Extraordinary General Meeting of the Company’s shareholders will be held at [ ] Eastern Time on [ ], 2017 at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, New York 10166.
Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting, if you owned the Company’s ordinary shares at the close of business on August 28, 2017, the record date or their authorized representatives. Seating will be limited. Instructions for admission to the Extraordinary General Meeting.annual meeting are set forth below.
Votes Required. The approval of the Extension Amendment Proposal requires a special resolution under the Cayman Islands Company Law, being the affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to votebe asked at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while consideredannual meeting to present for the purposes of establishing a quorum, will not countvalid government issued photo identification, such as a vote cast atdriver's license or passport.
Onregistered owner and present it to the record dateinspector of the Extraordinary General Meeting, there were 62,500,000 ordinary shares outstanding, of which 50,000,000 were public shares and 12,500,000 were founder shares. Each of the Company’s ordinary shares entitles its holderelections with your ballot in order to cast one vote per proposal.
If you do not want the Extension Amendment Proposal approved, you must vote “AGAINST” the Extension Amendment. The Company anticipates that a public shareholder who tenders ordinary shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment Proposal.
Proxies; Board Solicitation; Proxy Solicitor. Your proxy is being solicited by the Company board on the proposals to approve the Extension Amendment Proposal being presented to shareholders at the Extraordinary General Meeting. The Company has engaged Morrow to assist in the solicitation of proxies for the Extraordinary General Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the Extraordinary General Meeting ifannual meeting. A legal proxy is an authorization from your broker, bank or other agent to vote the shares held in the registered owner's name that satisfies Delaware state law and applicable SEC requirements. You will also need to present a valid government issued photo identification, such as a driver's license or passport, and your brokerage statement reflecting your ownership of shares prior to the close of business on the record date.
Morrow Sodali LLC 470 West Avenue, 3rd Floor Stamford, Connecticut 06902 Individuals call toll-free: (800) 662-5200 Banks and brokerage, please call (203) 658-9400 Email: DEAC.info@Morrowsodali.com
The approval of the Extension Amendment Proposal requires a special resolution under the Cayman Islands Company Law, being the affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.
If the Extension Amendment Proposal is not approved, the Extension Amendment will not be implemented and the Company will be required by its Articles to (i) cease all operations except for the purpose of winding up, (ii)stockholder as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish rights of the public shareholders’ rights as shareholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the other requirements of other applicable law. The approval of the Extension Amendment Proposal is essential to the implementation of our board’s plan to extend the date by which we must consummate our initial business combination.
In addition, our initial shareholders, directors, officers, advisors or their affiliates may purchase our shares in privately negotiated transactions or in the open market either prior to the Extraordinary General Meeting, although they are under no obligation to do so. Any such purchases that are completed after the record date for the Extraordinary General Meeting may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Amendment Proposal and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood of that the resolutions to be put to the Extraordinary General Meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment Proposal and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment Proposal proposals. None of our initial shareholders, directors, officers, advisors or their affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.
When you consider the recommendation of our board, you should keep in mind that our initial shareholders, officers and members of our board have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, the interests listed below:
As discussed below, after careful consideration of all relevant factors, our board has determined that the Extension Amendment Proposal is in the best interests of the Company and its shareholders. Our board has approved and declared advisable adoption of the Extension Amendment Proposal, and recommends that you vote “FOR” such proposal.
Our IPO prospectus and Articles provided that the Company has until September 16, 2017 to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms. The Company’s IPO prospectus and Articles stated that if the Company’s shareholders approve an amendment to the Company’s Articles that would affect the substance or timing of the Company’s obligation to redeem all of the Company’s public shares if it does not complete a business combination before September 16, 2017, the Company will provide its public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, divided by the number of then outstanding public shares. Because the Company believes that the opportunity to consummate an initial business combination through to the Extended Date to be in the best interests of the Company’s shareholders, the Company has determined to seek shareholder approval to extend the time for closing an initial business combination beyond September 16, 2017 to the Extended Date.
The Company is not asking you to vote on any proposed business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination in the future and the right to redeem your public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, divided by the number of then outstanding public shares, in the event a proposed business combination is completed or the Company has not consummated an initial business combination by the Extended Date.
The Company’s Articles provide that if the Company’s shareholders approve an amendment to the Company’s Articles that would affect the substance or timing of the Company’s obligation to redeem all of the Company’s public shares if the Company does not complete its business combination before September 16, 2017, the Company will provide its public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, divided by the number of then outstanding public shares. We believe that this provision of the Articles was included to protect the Company shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the Articles. We also believe that, given the Company’s expenditure of time, effort and money on seeking an initial business combination, circumstances warrant providing those who believe they might find a potential business combination to be an attractive investment with an opportunity to consider such a transaction, if we are successful in agreeing an initial business combination and allowing our shareholders the opportunity to consider and approve such a transaction.
After careful consideration of all relevant factors, the Company’s board determined that the Extension Amendment Proposal is in the best interests of the Company and its shareholders.
Our Board unanimously recommends that our shareholders vote “FOR” the approval of the Extension Amendment Proposal.
The Adjournment Proposal, if adopted, will allow our board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal. In no event will our board adjourn the Extraordinary General Meeting beyondSeptember 16, 2017.
If the Adjournment Proposal is not approved by our shareholders, our board may not be able to adjourn the Extraordinary General Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
The Adjournment Proposal must be approved as an ordinary resolution under the Cayman Islands Company Law, being the affirmative vote of the holders of a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting.
Our Board unanimously recommends that our shareholders vote “FOR” the approval of the Adjournment Proposal.
The following table sets forth information regarding the beneficial ownership of the Company’s ordinary shares as of August 22, 2017, the record date based on information obtained from the persons named below, with respect to the beneficial ownership of shares of the Company’s ordinary shares, by:
As of the record date there wereand intend to appoint an authorized named representative to attend the annual meeting on your behalf, you must send a totalwritten request for an admission ticket by regular mail to our Corporate Secretary at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231.Requests for authorized named representatives to attend the annual meeting must be received by no later than Tuesday, June 4, 2019. Please include the following information when submitting your request: (i) your name and complete mailing address; (ii) proof that you own shares of 62,500,000 ordinary shares outstanding. Unless otherwise indicated, we believe that all personscommon stock of the company prior to the close of business on the record date (such as a brokerage statement showing your name and address or a letter from the brokerage firm, bank or other agent holding your shares); (iii) a signed authorization appointing such individual to be your authorized named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.
Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned | Percentage of Issued and Outstanding Ordinary Shares | ||||||
Double Eagle Acquisition LLC (the Sponsor) (2)(3) | 6,337,771 | 10.1 | % | |||||
Jeff Sagansky (2)(3) | 6,337,771 | 10.1 | % | |||||
Harry E. Sloan (2) | 6,087,500 | 9.7 | % | |||||
Dennis A. Miller (2) | 25,000 | * | ||||||
Fredric D. Rosen (2) | 25,000 | * | ||||||
James M. McNamara (2) | 25,000 | * | ||||||
Wellington Management Group LLP (4) | 4,168,065 | 6.7 | % | |||||
Alyeska Investment Group LP (5) | 4,000,000 | 6.4 | % | |||||
TD Asset Management Group Inc. (6) | 3,869,300 | 6.2 | % |
Shareholders may present proper proposals for inclusion in our proxy statement and for considerationrepresentative at the next annual general meeting, by submitting their proposals in writing to our Secretary inwhich includes the individual's name, mailing address, telephone number and email address, and a timely manner. For a shareholder proposal to be considered for inclusion in our proxy statement for our 2018 annual general meeting, our Secretary must receive the written proposal at our principal executive offices not later than January 23, 2018. Shareholder proposals should be addressed to:
Double Eagle Acquisition Corp.Attention: Eli Baker2121 Avenue of the Stars, Suite 2300Los Angeles, CA 90067
Each proposal should include the exact language of the proposal, a brief description of the matter and the reasons for the proposal, the name and address of the shareholder making the proposal and the disclosure of that shareholder’s number of ordinary shares owned, length of ownership of the shares, representation that the shareholder will continue to own the shares through the shareholder meeting, intention to appear in person or by proxy at the shareholder meeting and material interest, if any, in the matter being proposed.
If the Extension Amendment Proposal is not approved, there will be no annual meeting in 2018.
You may propose director candidates for consideration by our Board of Directors. Any such recommendations should include the nominee’s name, age, business address, residence address, principal occupation or employment, the class or series and number of ordinary shares that are owned beneficially or of record by the nominee and any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and should be directed to our Secretary at the address set forth above.
In addition, the shareholder must give timely notice to our Secretary to provide sufficient time to enable the Company to evaluate candidates recommended by shareholders in connection with selecting candidates for nomination in connection with our annual general meeting.
You may contact our Secretary at our principal executive offices for a copy of our Articles.
Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:
Cameras, sound or
Stockholders who do not present the shareholder should contact the bank, broker or other nominee directly.
We file reports, proxy statements and otherrequired information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this Proxy Statement, over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC public reference room located at 100 F Street, N.E., Room 1580 Washington, D.C., 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writingnot be admitted to the SEC, Public Reference Section, 100 Fannual meeting. We reserve the right to deny entry to the annual meeting if any of these conditions are not satisfied.
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| | 29 | | 2019 proxy statement |
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. WillScot Corporation Annual Meeting of Stockholders June 18, 2019, at 9:00 A.M. 901 S. Bond Street, N.E., Washington, D.C. 20549.
If you wouldSuite 600 Baltimore, Maryland 21231 This Revocable Proxy is Solicited on behalf of The Board Of Directors MAIL — Mark, sign and date your proxy card and return it in the postage-paid envelope provided. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. Please mark your votes like additional copiesthis FOR AGAINST ABSTAIN 1. Election of this Proxy Statement orDirectors 2. Ratification of Ernest & Young LLP as our independent registered public FOR all Nominees listed to the left WITHHOLD AUTHORITY (1) Gerard E. Holthaus (2) Rebecca L.Owen to vote (except as marked toaccounting firm for 2019. the contrary for all nominees listed to the left) YES NO Please indicate if you have questions aboutplan to attend this meeting. (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the proposals to be presented at the Extraordinary General Meeting, youlist above) CONTROL NUMBER Signature Signature, if held jointly Date , 2019. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should contact the Company’s proxy solicitation agent at the following address and telephone number:sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such. X
Morrow Sodali LLC470 West Avenue, 3rd FloorStamford, Connecticut 06902Shareholders, please call toll free: (800) 662-5200Banks and Brokerage Firms, please call collect: (203) 658-9400Email: DEAC.info@Morrowsodali.com
You may also obtain these documents by requesting them in writing from the Company by addressing such request to Eli Baker, the Company’s Vice President, General Counsel and Secretary, at Double Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los Angeles, California 90067.
If you are a shareholder of the Company and would like to request documents, please do so by September [ ], 2017, in order to receive them before the Extraordinary General Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.
DOUBLE EAGLE ACQUISITION CORP.(the “Company”)RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
It is resolved as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:
“within 24 months from the date of the closing of the IPO”
and replacing them with the words:
“by December 31, 2017”; and
The undersigned, revoking any previous WILLSCOT CORPORATION I hereby appoint Bradley L. Bacon, Timothy D. Boswell, and Bradley L. Soultz, together and separately, as proxies relating to these shares with respect to the Extension Amendment Proposal and the Adjournment Proposal hereby acknowledges receipt of the notice and Proxy Statement, dated [ ], 2017, in connection with the Extraordinary General Meeting to be held at [ ] Eastern Time on [ ], 2017 at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166, for the sole purpose of considering and voting upon the following proposals, and hereby appoints [ ] and [ ] as Chairmen of the Extraordinary General Meeting, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of common stock that I have the ordinary shares of Double Eagle Acquisition Corp. (the “Company”) registered in the name provided, which the undersigned is entitledpower to vote at the Extraordinary General Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy Statement.
ThisJune 18, 2019, at 9 a.m., at the company’s office located at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231, and at any adjournment or postponement thereof. The proxies are authorized in their discretion to name others to take their place. I also acknowledge receive of the notice of extraordinary generalannual meeting and proxy statement, dated April 30, 2019, and the accompanying Proxy Statement are available athttp://www.cstproxy.com/doubleeagleacquisitioncorp/2017.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER.company’s 2018 annual report to This proxy, when properly completed and returned, will be voted in the manner directed herein by the stockholder named on the reverse side. IF NO DIRECTION IS MADE, YOUR ORDINARY SHARES WILL NOT COUNT TOWARDSBE VOTED AS THE QUORUM REQUIREMENT FORBOARD OF DIRECTORS RECOMMENDS AND IN ACCORDANCE WITH THE EXTRAORDINARY GENERAL MEETING AND YOUR ORDINARY SHARES WILL NOT BE VOTED. THIS PROXY WILL REVOKE ALL PRIORJUDGMENT OF THE PROXIES SIGNED BY YOU.NAMED HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. (Continued, and to be marked, dated and signed, on the other side)