Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 08, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Double Eagle Acquisition Corp. | |
Entity Central Index Key | 1,647,088 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | EAGL | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 49,704,329 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,500,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 13,326 | $ 188,063 |
Prepaid expenses | 25,732 | 73,441 |
Total Current Assets | 39,058 | 261,504 |
Cash and investments held in Trust Account | 500,828,554 | 501,340,910 |
Total assets | 500,867,612 | 501,602,414 |
Current liabilities: | ||
Accounts payable | 1,703,453 | 75,671 |
Advances from Sponsor | 380,000 | 0 |
Total Current liabilities | 2,083,453 | 75,671 |
Deferred underwriting compensation | 19,500,000 | 19,500,000 |
Total liabilities | 21,583,453 | 19,575,671 |
Class A Ordinary shares subject to possible redemption; 47,428,415 shares and 47,702,674 shares at September 30, 2017 and December 31, 2016, respectively | 474,284,150 | 477,026,740 |
Shareholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 4,221,097 | 4,456,671 |
Retained earnings | 777,434 | 541,852 |
Total shareholders' equity | 5,000,009 | 5,000,003 |
Total liabilities and shareholders' equity | 500,867,612 | 501,602,414 |
Common Class A [Member] | ||
Shareholders' equity: | ||
Common Stock, Value, Issued | 228 | 230 |
Total shareholders' equity | 228 | 230 |
Common Class B [Member] | ||
Shareholders' equity: | ||
Common Stock, Value, Issued | 1,250 | 1,250 |
Total shareholders' equity | $ 1,250 | $ 1,250 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Shares Outstanding | 47,428,415 | 47,702,674 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 380,000,000 | 380,000,000 |
Common Stock, Shares, Issued | 2,275,914 | 2,297,326 |
Common Stock, Shares, Outstanding | 2,275,914 | 2,297,326 |
Redeemable Shares | 47,428,415 | 47,702,674 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 12,500,000 | 12,500,000 |
Common Stock, Shares, Outstanding | 12,500,000 | 12,500,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
General and administrative expenses | 1,027,322 | 137,376 | 2,230,228 | 542,401 |
Loss from operations | (1,027,322) | (137,376) | (2,230,228) | (542,401) |
Interest on Trust Account | 1,143,643 | 328,313 | 2,465,810 | 827,797 |
Net income attributable to ordinary shares | $ 116,321 | $ 190,937 | $ 235,582 | $ 285,396 |
Weighted average ordinary shares outstanding | ||||
Basic (in shares) | 14,579,697 | 14,848,938 | 14,717,452 | 14,851,863 |
Diluted (in shares) | 62,204,329 | 62,500,000 | 62,204,329 | 62,500,000 |
Net income per ordinary share | ||||
Basic (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.02 |
Diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 9 months ended Sep. 30, 2017 - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | |
Balance at Dec. 31, 2016 | $ 5,000,003 | $ 230 | $ 1,250 | $ 4,456,671 | $ 541,852 | |
Balance (in shares) at Dec. 31, 2016 | 2,297,326 | 12,500,000 | ||||
Adjustment to ordinary shares subject to redemption | [1] | (235,576) | $ (2) | $ 0 | (235,574) | 0 |
Adjustment to ordinary shares subject to redemption (in shares) | [1] | (21,412) | 0 | |||
Net income | 235,582 | $ 0 | $ 0 | 0 | 235,582 | |
Balance at Sep. 30, 2017 | $ 5,000,009 | $ 228 | $ 1,250 | $ 4,221,097 | $ 777,434 | |
Balance (in shares) at Sep. 30, 2017 | 2,275,914 | 12,500,000 | ||||
[1] | Includes the effect of the redemption of shares on September 15, 2017, on which date, shareholders holding 295,671 public shares exercised their right to convert such public shares into a pro rata portion of the Trust Account (see Note 1). |
CONDENSED STATEMENT OF CHANGES6
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) | 9 Months Ended |
Sep. 30, 2017shares | |
Williams Scotsman [Member] | |
Stock Redeemed or Called During Period, Shares | 295,671 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income attributable to ordinary shares | $ 235,582 | $ 285,396 |
Changes in operating assets and liabilities: | ||
Increase (decrease) in prepaid expenses | 47,709 | (99,242) |
Increase (decrease) in accounts payable | 1,627,782 | (20,789) |
Net cash provided by operating activities | 1,911,073 | 165,365 |
Cash flows from investing activities: | ||
Trust income reinvested in Trust account | (2,465,810) | (827,797) |
Withdrawal from Trust Account upon redemptions | 2,978,166 | 0 |
Net cash provided by (used in) investing activities | 512,356 | (827,797) |
Cash flows from financing activities: | ||
Advances from Sponsor | 380,000 | 0 |
Redemption of ordinary shares | (2,978,166) | 0 |
Net cash provided by financing activities | (2,598,166) | 0 |
Decrease in cash during period | (174,737) | (662,432) |
Cash at beginning of period | 188,063 | 1,007,861 |
Cash at end of period | $ 13,326 | $ 345,429 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization and Business Operations Incorporation Double Eagle Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on June 26, 2015. The functional currency of the Company is the United States dollar. Sponsor The Company’s sponsor is Double Eagle Acquisition LLC, a Delaware limited liability company (the “Sponsor”). Fiscal Year End The Company's fiscal year end is December 31. Business Purpose The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more operating businesses. On August 21, 2017, the Company entered into a Stock Purchase Agreement, as amended on September 6, 2017 and November 6, 2017 and as may be further amended (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”). Pursuant to the Stock Purchase Agreement, the Company will re-domesticate as a Delaware corporation and the Holdco Acquiror will purchase from Sellers all of the issued and outstanding shares of common stock, par value $ 0.01 Financing The registration statement for the Company’s initial public offering (the “Public Offering”) (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on September 10, 2015. The Company consummated the Public Offering on September 16, 2015, and, simultaneously with the closing of the Public Offering, the Sponsor, Harry E. Sloan and the Company’s independent directors (and/or one or more of their estate planning vehicles) purchased an aggregate of 19,500,000 0.50 9,750,000 Upon the closing of the Public Offering and the private placement, $ 500,000,000 2,000,000 Trust Account The Trust Account can be invested in permitted United States “government securities” within the meaning of 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 that invest only in direct U.S. government treasury obligations. On September 15, 2017, the Company held an extraordinary general meeting whereby its shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate a Business Combination from September 16, 2017 to December 31, 2017 (the “Extension Amendment”). The number of ordinary shares redeemed in connection with the Extension Amendment was 295,671 2,978,166 10.05 500,828,554 The Company’s amended and restated memorandum and articles of association provide that, other than the withdrawal of interest to pay income taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the Class A ordinary shares included in the Units sold in the Public Offering properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100 Business Combination The Business Combination is subject to the following size, focus and shareholder approval provisions: Size/Control Focus Tender Offer/Shareholder Approval 5,000,001 As a result of the redemption right attached to the Company’s Class A ordinary shares, such Class A ordinary shares have been recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Liquidation and Going Concern In connection with the Extension Amendment approved by the Company’s shareholders on September 15, 2017, the Company has until December 31, 2017 to complete the Business Combination. If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less income taxes payable (less up to $ 100,000 This mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 31, 2017. As of September 30, 2017, the Company had $ 13,326 2,044,395 Emerging Growth Company |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 2. Significant Accounting Policies The accompanying condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of September 30, 2017 and the results of operations and cash flows for the periods presented. Certain information and disclosure normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. Basic net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share is computed by dividing net income per share by the weighted average number of ordinary shares outstanding (including shares subject to redemption), plus, to the extent dilutive, the incremental number of ordinary shares to settle private placement warrants held by the Sponsor, as calculated using the treasury stock method. An aggregate of 47,428,415 for the three and nine months ended September 30, 2017 Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which may exceed the Federal depository insurance coverage of $ 250,000 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet with the exception of investments in Trust, as they are carried at amortized cost. The preparation of the condensed financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. As discussed in Note 1, all of the Class A ordinary shares sold as parts of the Units in the Public Offering contain a redemption feature which allows for the redemption of Class A ordinary shares under the Company’s amended and restated memorandum and articles of association. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated memorandum and articles of association provide that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares shall be affected by charges against additional paid in capital. Accordingly, at September 30, 2017 and December 31, 2016, 47,428,415 47,702,674 The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. There were no unrecognized tax benefits as of September 30, 2017. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2017 or December 31, 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company could be subject to income tax examinations by major taxing authorities from inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company's financial statements. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Public Offering [Text Block] | Public Offering On September 16, 2015, the Company sold 50,000,000 10.00 0.0001 Each Public Warrant entitles the holder to purchase one-half of one Class A ordinary share at a price of $ 5.75 11.50 The Company paid an upfront underwriting discount of $ 8,000,000 0.16 0.55 8,000,000 19,500,000 0.39 The closing of the Public Offering included an initial partial exercise ( 2,000,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 4. Related Party Transactions Founder Shares On July 1, 2015, the Sponsor purchased 12,218,750 25,000 6,109,375 12,500 25,000 665,500 13,800,000 2,000,000 1,300,000 1,271,771 18,524 3,235 20 The Founder Shares are identical to the Public Shares except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. 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 Rights Voting Liquidation Private Placement Warrants The Sponsor, Harry E. Sloan and the Company’s independent directors (and/or one or more of their estate planning vehicles) purchased from the Company 19,500,000 0.50 9.75 Each Private Placement Warrant entitles the holder to purchase one-half of one Class A ordinary share at $5.75 per one-half share ($11.50 per whole share). If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public shareholders and the Private Placement Warrants will expire worthless. Registration Rights The initial shareholders and holders of the Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement signed on September 10, 2015. The initial shareholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Advances from Sponsor During the nine months ended September 30, 2017, the Sponsor made advances to the Company totaling $ 380,000 Administrative Services The Company will reimburse the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team by the Sponsor, members of the Sponsor, and the Company’s management team or their affiliates in an amount not to exceed $ 15,000 135,000 |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 5. Commitments & Contingencies The Company is committed to pay the Deferred Discount totaling $ 19,500,000 3.9% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Trust Account and Fair Value Measurements As of September 30, 2017 and December 31, 2016, investment securities in the Company’s Trust Account consisted of $ 500,828,173 501,340,048 381 862 Carrying Gross Quoted prices U.S. Government Treasury Securities as of September 30, 2017(1) $ 500,828,173 $ 3,577 $ 500,831,750 U.S. Government Treasury Securities as of December 31, 2016(2) $ 501,340,048 $ (23,491) $ 501,316,557 (1) Maturity date October 2017. (2) Maturity dates ranging from January to February 2017. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Shareholders’ Equity Ordinary Shares 400,000,000 380,000,000 20,000,000 49,704,329 50,000,000 47,428,415 47,702,674 12,500,000 Preferred Shares 1,000,000 |
Stock Purchase Agreement
Stock Purchase Agreement | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Stock Purchase Agreement On August 21, 2017, the Company entered into a Stock Purchase Agreement, as amended on September 6, 2017 and November 6, 2017 and as may be further amended (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”). Pursuant to the Stock Purchase Agreement, the Company will re-domesticate as a Delaware corporation and the Holdco Acquiror will purchase from Sellers all of the issued and outstanding shares of common stock, par value $ 0.01 Under the Stock Purchase Agreement, the Holdco Acquiror will purchase from the Sellers, and the Sellers will sell to the Holdco Acquiror, in each case, on a pro rata basis in accordance with each Seller’s respective ownership of Williams Scotsman common stock, par value $0.01 per share (“Williams Scotsman common stock”), all of the issued and outstanding shares of Williams Scotsman common stock. The total amount payable by the Holdco Acquiror under the Stock Purchase Agreement is $ 1.1 1.0215 78.5 10 490 900 an equity investment by TDR Capital II Holdings L.P. (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 $ 250 500 The consummation of the business combination is conditioned upon, among other things, the Company receiving gross proceeds of at least $490 million of debt financing and an equity investment in an amount equal to the Closing Date Commitment, 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 Scotsman Global S.à r.l. (collectively with its subsidiaries, the “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, after giving effect to redemptions of public shares, if any, the Company having at least $ 125 5,000,001 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 amended equity commitment letter with the TDR Investor (the “Equity Commitment Letter”) and (ii) the Holdco Acquiror entered into an amended and restated debt commitment letter (the “Debt Commitment Letter”) with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), 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, Credit Suisse Securities (USA) LLC and ING Capital 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, (i) shares of WSC Class A common stock 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, as agreed to by the parties, after taking into account the debt financing proceeds and the trust account proceeds that are available to the Company plus (ii) up to 10 million additional shares of WSC Class A common stock at a cash purchase price of $10.00 per share, which amount of additional shares shall be dependent upon the aggregate dollar amount of redemptions at Closing (the “Closing Date Commitment”), which aggregate amount shall not exceed $500 million. In addition, following the Closing, if requested by WSC in connection with certain qualifying acquisitions, for a period of time following closing, on the terms and subject to the conditions set forth in the Equity Commitment Letter, the TDR Investor has committed to purchase, or cause the purchase of, additional shares of WSC Class A common stock 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 On the effective date of the domestication, the currently issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Double Eagle (“Class B ordinary shares”) will automatically convert by operation of law, on a one-for-one basis, into Class A ordinary shares, par value $0.0001 per share, of Double Eagle (“Class A ordinary shares”). Immediately thereafter, the currently issued and outstanding Class A ordinary shares, will automatically convert by operation of law, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of WSC (“WSC Class A common stock” and together with the WSC Class B common stock, the “WSC common stock”) in accordance with the terms of the certificate of incorporation of WSC to be filed with the Secretary of State of the State of Delaware (the “Proposed Charter”). On September 6, 2017, the Company filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC containing a preliminary proxy statement/prospectus relating to the Stock Purchase Agreement and the shareholder approval required to be sought from the shareholders of the Company. The Registration Statement was declared effective on November 7, 2017 (See Note 9). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 9. Subsequent Events Subsequent to September 30, 2017, on November 7, 2017, the Registration Statement was declared effective by the SEC. |
Significant Accounting Polici17
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of September 30, 2017 and the results of operations and cash flows for the periods presented. Certain information and disclosure normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. |
Earnings Per Share, Policy [Policy Text Block] | Net Income Per Ordinary Share Basic net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share is computed by dividing net income per share by the weighted average number of ordinary shares outstanding (including shares subject to redemption), plus, to the extent dilutive, the incremental number of ordinary shares to settle private placement warrants held by the Sponsor, as calculated using the treasury stock method. An aggregate of 47,428,415 for the three and nine months ended September 30, 2017 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which may exceed the Federal depository insurance coverage of $ 250,000 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet with the exception of investments in Trust, as they are carried at amortized cost. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the condensed financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] | Redeemable Ordinary Shares As discussed in Note 1, all of the Class A ordinary shares sold as parts of the Units in the Public Offering contain a redemption feature which allows for the redemption of Class A ordinary shares under the Company’s amended and restated memorandum and articles of association. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated memorandum and articles of association provide that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares shall be affected by charges against additional paid in capital. Accordingly, at September 30, 2017 and December 31, 2016, 47,428,415 47,702,674 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. There were no unrecognized tax benefits as of September 30, 2017. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2017 or December 31, 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company could be subject to income tax examinations by major taxing authorities from inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company's financial statements. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Trust Account and Fair Value 18
Trust Account and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Since all of the Company’s permitted investments consist of U.S. government treasury bills and cash, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Carrying Gross Quoted prices U.S. Government Treasury Securities as of September 30, 2017(1) $ 500,828,173 $ 3,577 $ 500,831,750 U.S. Government Treasury Securities as of December 31, 2016(2) $ 501,340,048 $ (23,491) $ 501,316,557 (1) Maturity date October 2017. (2) Maturity dates ranging from January to February 2017. |
Organization and Business Ope19
Organization and Business Operations (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Sep. 16, 2015 | Sep. 30, 2017 | Sep. 06, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Organization And Business Operations [Line Items] | ||||||
Net Tangible Assets Benchmark Value | $ 5,000,001 | |||||
Liquidation Basis of Accounting, Accrued Costs to Dispose of Assets and Liabilities | 100,000 | |||||
Cash and Cash Equivalents, at Carrying Value | 13,326 | $ 188,063 | $ 345,429 | $ 1,007,861 | ||
Working Capital Deficit | 2,044,395 | |||||
Stock Redeemed or Called During Period, Value | $ 2,978,166 | |||||
Common Stock Redemption Price Per Share | $ 10.05 | |||||
Assets Held-in-trust, Noncurrent | $ 500,828,554 | $ 501,340,910 | ||||
Williams Scotsman [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Stock Redeemed or Called During Period, Shares | 295,671 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | |||||
Common Class A [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||
Stock Redeemed or Called During Period, Shares | 295,671 | |||||
Stock Redeemed or Called During Period, Value | $ 30 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Private Placement [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Warrants Issued During Period | 19,500,000 | |||||
Warrants Issued During Period Price Per Warrant | $ 0.50 | |||||
Proceeds from Issuance of Warrants | $ 9,750,000 | |||||
Payments to Acquire Restricted Certificates of Deposit | $ 500,000,000 | |||||
Over-Allotment Option [Member] | ||||||
Organization And Business Operations [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,000,000 |
Significant Accounting Polici20
Significant Accounting Policies (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Significant Accounting Policies [Line Items] | ||
Net Tangible Assets Benchmark Value | $ 5,000,001 | |
Common Class A [Member] | ||
Significant Accounting Policies [Line Items] | ||
Temporary Equity, Shares Outstanding | 47,428,415 | 47,702,674 |
Redeemable Shares | 47,428,415 | 47,702,674 |
Sale of Stock, Number of Shares Issued in Transaction | 50,000,000 | |
Redeemable Ordinary Shares [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net Tangible Assets Benchmark Value | $ 5,000,001 | |
Credit Concentration Risk [Member] | ||
Significant Accounting Policies [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 |
Public Offering (Details Textua
Public Offering (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | |
Sep. 16, 2015 | Sep. 30, 2017 | Dec. 31, 2016 | |
Over-Allotment Option [Member] | |||
Public Offering [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,000,000 | ||
Common Class A [Member] | |||
Public Offering [Line Items] | |||
Shares Issued, Price Per Share | $ 12 | ||
Common Stock, Par or Stated Value Per Share | 0.0001 | $ 0.0001 | |
Share Price Per One Half Share | 5.75 | ||
Share Price | $ 11.50 | ||
Capital Units [Member] | |||
Public Offering [Line Items] | |||
Shares, Issued | 50,000,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Payments of Stock Issuance Costs | $ 8,000,000 | ||
Aggregate Upfront Underwriting Discount Paid Per Unit Sold | $ 0.16 | ||
Upfront Underwriting Discount Paid Per Unit Sold | $ 0.55 | ||
Upfront Underwriting Discount Paid At Closing | $ 8,000,000 | ||
Deferred Offering Costs | $ 19,500,000 | ||
Deferred Discount Per Unit Sold | $ 0.39 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Sep. 10, 2015 | Jul. 01, 2015 | Aug. 27, 2015 | Jul. 29, 2015 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Related Party Transaction [Line Items] | |||||||
Proceeds from Related Party Debt | $ 380,000 | $ 0 | |||||
Accounts Payable, Related Parties, Current | $ 75,000 | $ 75,000 | |||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 3,235 | ||||||
Over-Allotment Option [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,000,000 | ||||||
Private Placement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 19,500,000 | 19,500,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | $ 0.50 | |||||
Warrants and Rights Outstanding | $ 9,750,000 | $ 9,750,000 | |||||
Sale of Stock, Description of Transaction | Each Private Placement Warrant entitles the holder to purchase one-half of one Class A ordinary share at $5.75 per one-half share ($11.50 per whole share). | ||||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.129 | ||||||
Stock Issued During Period, Shares, Other | 13,800,000 | ||||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares Issued, Price Per Share | $ 12 | $ 12 | |||||
Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 25,000 | ||||||
Portion Of Founder Shares Forfeited | 20.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 1,300,000 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 45,000 | $ 135,000 | $ 135,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 1,271,771 | ||||||
Sponsor [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 15,000 | ||||||
Sponsor [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 12,218,750 | 665,500 | |||||
Stock Issued During Period, Value, New Issues | $ 25,000 | ||||||
Harry E Sloan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 18,524 | ||||||
Harry E Sloan [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 6,109,375 | ||||||
Stock Issued During Period, Value, New Issues | $ 12,500 | ||||||
Shares Issued, Price Per Share | $ 0.002 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Textual) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Other Commitments [Line Items] | |
Other Commitment, Total | $ 19,500,000 |
Other Commitments, Description | 3.9% of the gross offering proceeds of the Public Offering, to the underwriters upon the Companys consummation of a Business Combination. |
Trust Account and Fair Value 24
Trust Account and Fair Value Measurements (Details) - US Treasury Securities [Member] - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Sep. 30, 2017 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Held-to-maturity Securities, Carrying Value | $ 501,340,048 | [1] | $ 500,828,173 | [2] | |
Held-to-maturity Securities, Gross unrealized Holding Gains | 3,577 | ||||
Held-to-maturity Securities, Unrecognized Holding Loss | [1] | (23,491) | |||
Fair Value, Inputs, Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Held-to-maturity Securities | $ 501,316,557 | [1] | $ 500,831,750 | [2] | |
[1] | Maturity dates ranging from January to February 2017. | ||||
[2] | Maturity date October 2017. |
Trust Account and Fair Value 25
Trust Account and Fair Value Measurements (Details Textual) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | ||
Cash and Cash Equivalents [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Held-to-maturity Securities, Sold Security, at Carrying Value | $ 381 | $ 862 | ||
US Treasury Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Held-to-maturity Securities, Sold Security, at Carrying Value | $ 500,828,173 | [1] | $ 501,340,048 | [2] |
[1] | Maturity date October 2017. | |||
[2] | Maturity dates ranging from January to February 2017. |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - shares | Sep. 30, 2017 | Dec. 31, 2016 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Common Stock [Member] | ||
Common Stock, Shares Authorized | 400,000,000 | |
Common Class A [Member] | ||
Common Stock, Shares Authorized | 380,000,000 | 380,000,000 |
Common Stock Outstanding Including Temporary Equity | 49,704,329 | 50,000,000 |
Temporary Equity, Shares Outstanding | 47,428,415 | 47,702,674 |
Common Stock, Shares, Outstanding | 2,275,914 | 2,297,326 |
Common Class B [Member] | ||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Outstanding | 12,500,000 | 12,500,000 |
Stock Purchase Agreement (Detai
Stock Purchase Agreement (Detail Textual) - USD ($) | 1 Months Ended | ||
Aug. 21, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Assets Held-in-trust, Noncurrent | $ 500,828,554 | $ 501,340,910 | |
Minimum Cash Amount to be Maintained After Giving effect to Business Combination | $ 125,000,000 | ||
Minimum Amount of Net Tangible Assets to be Maintained After Giving Effect to Redemption | $ 5,000,001 | ||
Equity Commitment Letter, Description | Pursuant to the terms of the Equity Commitment Letter, the TDR Investor has committed to purchase, or cause the purchase of, (i) shares of WSC Class A common stock 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, as agreed to by the parties, after taking into account the debt financing proceeds and the trust account proceeds that are available to the Company plus (ii) up to 10 million additional shares of WSC Class A common stock at a cash purchase price of $10.00 per share, which amount of additional shares shall be dependent upon the aggregate dollar amount of redemptions at Closing (the “Closing Date Commitment”), which aggregate amount shall not exceed $500 million. In addition, following the Closing, if requested by WSC in connection with certain qualifying acquisitions, for a period of time following closing, on the terms and subject to the conditions set forth in the Equity Commitment Letter, the TDR Investor has committed to purchase, or cause the purchase of, additional shares of WSC Class A common stock 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. | ||
Debt Commitment Letter, Description | 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 at least $300 million of gross proceeds from the issuance of senior secured notes on the Closing Date, $300 million (minus the amount of gross proceeds from the issuance of senior secured notes on or prior to the Closing Date) aggregate principal amount of increasing rate loans (the “Bridge Loans”). | ||
Restructuring and Related Activities, Description | On the effective date of the domestication, the currently issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Double Eagle (“Class B ordinary shares”) will automatically convert by operation of law, on a one-for-one basis, into Class A ordinary shares, par value $0.0001 per share, of Double Eagle (“Class A ordinary shares”). Immediately thereafter, the currently issued and outstanding Class A ordinary shares, will automatically convert by operation of law, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of WSC (“WSC Class A common stock” and together with the WSC Class B common stock, the “WSC common stock”) in accordance with the terms of the certificate of incorporation of WSC to be filed with the Secretary of State of the State of Delaware (the “Proposed Charter”). | ||
Minimum [Member] | |||
Assets Held-in-trust, Noncurrent | $ 250,000,000 | ||
Secured Debt [Member] | |||
Debt Instrument, Face Amount | 900,000,000 | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 600,000,000 | ||
Algeco Scotsman Global [Member] | |||
Business Combination, Consideration Payable | 1,100,000 | ||
Business Combination, Consideration to be Paid in Cash | 1,021,500 | ||
Business Combination, Additional Consideration Payable | $ 78,500,000 | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | ||
Proceeds from Issuance of Secured Debt | $ 490,000,000 | ||
Williams Scotsman International Inc [Member] | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 |