Debt | Debt The carrying value of debt outstanding at December 31 consisted of the following: (in thousands, except rates) Interest rate Year of maturity 2020 2019 2022 Secured Notes 7.875% 2022 $ — $ 264,576 2023 Secured Notes 6.875% 2023 — 482,768 2025 Secured Notes 6.125% 2025 637,068 — ABL Facility (a) Varies 2025 1,263,833 885,245 2028 Secured Notes 4.625% 2028 491,555 — Finance Leases Varies Varies 77,874 — Total debt 2,470,330 1,632,589 Less: current portion of long-term debt 16,521 — Total long-term debt $ 2,453,809 $ 1,632,589 (a) As of December 31, 2020, the Company had no outstanding principal borrowings on the Multicurrency Facility and $7.9 million of related debt issuance costs. No related debt issuance costs were recor ded as a direct offset against the principal borrowings on the Multicurrency Facility, and the $7.9 million in excess of principal was included in other non-current assets on the consolidated balance sheet. As of December 31, 2019, the Company had no outstanding principal borrowings on the 2017 Canadian ABL Facility and $2.1 million of related debt issuance costs. No related debt issuance costs were recorded as a direct offset against the principal of the 2017 Canadian ABL Facility, and the $2.1 million in excess of principal was included in other non-current assets on the consolidated balance sheet. Maturities of long-term debt, including finance leases, during the years subsequent to December 31, 2020 are as follows: (in thousands) 2021 $ 18,252 2022 $ 17,158 2023 $ 13,707 2024 $ 10,786 2025 $ 1,965,505 Thereafter $ 513,410 The Company has de bt issuance costs recorded as offsets against the carrying value of the related debt . These debt costs will be amortized and included as part of interest expense over the remaining contractual terms of those debt instruments for each of the next five years as follows: (in thousands) Debt issuance cost amortization 2021 $ 14,317 2022 $ 14,540 2023 $ 14,778 2024 $ 15,031 2025 $ 8,050 Thereafter $ 3,365 Asset Backed Lending Facilities 2017 ABL Facility On November 29, 2017, Williams Scotsman Holdings Corp ("Holdings"), Williams Scotsman International, Inc. ("WSII"), and certain of its subsidiaries entered into an ABL credit agreement (the "2017 ABL Facility"), as amended, that provided a senior secured revolving credit facility that matured on May 29, 2022. The 2017 ABL Facility consisted of (i) a $1.285 billion asset-backed revolving credit facility for WSII and certain of its domestic subsidiaries (the "2017 US ABL Facility"), (ii) a $140.0 million asset-based revolving credit facility (the “2017 Canadian ABL Facility”) for certain Canadian subsidiaries of WSII , and (iii) an accordion feature that permitted the borrowers to increase the lenders’ commitments in an aggregate amount not to exceed $375.0 million, subject to the satisfaction of customary conditions and lender approval, plus any voluntary prepayments that are accompanied by permanent commitment reductions under the 2017 ABL Facility. Borrowing availability under the 2017 ABL Facility was equal to the lesser of $1.425 billion and the applicable borrowing bases. The borrowing bases were a function of, among other things, the value of the assets in the collateral pool. Borrowings under the 2017 ABL Facility bore interest at an adjusted LIBOR or base rate, in each case plus an applicable margin. The initial applicable margin was 2.50% for LIBOR borrowings and 1.50% for base rate borrowings. Commencing on March 31, 2018, the applicable margins were subject to one step down of 0.25% or one step-up of 0.25%, based on excess availability levels with respect to the 2017 ABL Facility. The 2017 ABL Facility required the payment of an annual commitment fee on the unused available borrowings between 0.375% and 0.5% per annum. At December 31, 2019, the weighted average interest rate for borrowings under the 2017 ABL Facility was 4.51%. The weighted average interest rate on the balance outstanding as of December 31, 2019, as adjusted for the effects of the interest rate swaps was 5.10%. Refer to Note 14 for a more detailed discussion on interest rate management. At December 31, 2019, under the 2017 ABL Facility, the aggregate Borrowing Base ("Line Cap") was $1.425 billion and the Borrowers had $509.1 million of available borrowing capacity, including $369.3 million under the 2017 US ABL Facility and $139.8 million under the 2017 Canadian ABL Facility. Borrowing capacity under the 2017 US ABL Facility was made available for up to $75 million of letters of credit and up to $75 million of swingline loans, and borrowing capacity under the 2017 Canadian ABL Facility was made available for up to $60.0 million of letters of credit and $50 million of swingline loans. At December 31, 2019, letters of credit and bank guarantees carried fees of 2.875%. The Company had issued $12.7 million of standby letters of credit under the 2017 ABL Facility at December 31, 2019. The Company had $903.0 million in outstanding principal under the 2017 ABL Facility at December 31, 2019. Debt issuance costs of $17.8 million were included in the carrying value of the 2017 ABL Facility at December 31, 2019. 2020 ABL Facility On July 1, 2020, in connection with the completion of the Merger, Holdings, WSII, and certain of its subsidiaries, entered into a new asset-based credit agreement that provides for revolving credit facilities in the aggregate principal amount of up to $2.4 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $2.0 billion (the "US Facility"), available to WSII and certain of its subsidiaries (collectively, the "US Borrowers"), and (ii) a $400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," together with the US Facility, the "2020 ABL Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros by the US Borrowers, and certain of WSII's wholly-owned subsidiaries organized in Canada and in the UK. On July 1, 2020, in connection with the completion of the Merger, approximately $1.47 billion of proceeds from the 2020 ABL Facility were used to repay the 2017 ABL Facility and the asset-backed lending facility assumed in the transaction with Mobile Mini, as well as, to pay fees and expense related to the Merger and the related financing transactions. In connection with the repayment of the 2017 ABL facility, the Company wrote off $4.4 million of deferred financing costs to loss on extinguishment of debt. The 2020 ABL Facility matures on July 1, 2025. Borrowings under the 2020 ABL Facility initially bear interest at (i) in the case of US Dollars, at WSII's option, either an adjusted LIBOR rate plus 1.875% or an alternative base rate plus 0.875%, (ii) in the case of Canadian Dollars, at WSII's option, either a Canadian BA rate plus 1.875% or Canadian prime rate plus 0.875%, and (iii) in the case of Euros and British Pounds Sterling, an adjusted LIBOR rate plus 1.875%. The 2020 ABL Facility requires the payment of an annual commitment fee on the unused available borrowings of 0.225% per annum . At December 31, 2020, t he weighted average interest rate for borrowings under the 2020 ABL Faci lity was 2.05% . T he weighted average interest rate on the balance outstanding as of year end, as adjusted for the effects of the interest rate swap agreements was 2.94% . Refer to Note 14 for a more detailed discussion on interest rate management. Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate Revolver Commitments and (ii) the Line Cap. At December 31, 2020, the Line Cap was $2.4 billion and the Borrowers had $1.1 billion of available borrowing capacity under the 2020 ABL Facility, including $681.0 million under the US ABL Facility and $400.0 million un der the Multicurrency Facility. Borrowing capacity under the 2020 ABL Facility is made available for up to $205.6 million of letters of credit and up to $170.0 million of swingline loans. At December 31, 2020, letters of credit and bank guarantees carried fees of 2.00% . The Company had issued $14.4 million of standby letters of credit under the 2020 ABL Facility at December 31, 2020. The Company had $1.3 billion outstanding principal under the 2020 ABL Facility at December 31, 2020. Debt issuance costs of $40.8 million were included in the carrying value of the 2020 ABL Facility at December 31, 2020. The obligations of the US Borrowers are unconditionally guaranteed by Holdings and each existing and subsequently acquired or organized direct or indirect wholly-owned US organized restricted subsidiary of Holdings, other than excluded subsidiaries (together with Holdings, the "US Guarantors"). The obligations of the Multicurrency Borrowers are unconditionally guaranteed by the US Borrowers and the US Guarantors, and each existing and subsequently acquired or organized direct or indirect wholly-owned Canadian organized restricted subsidiary of Holdings other than certain excluded subsidiaries (together with the US Guarantors, the "ABL Guarantors"). 2022 Senior Secured Notes In 2017, WSII issued $300.0 million aggregate principal amount of 7.875% senior secured notes due December 15, 2022 (the “2022 Secured Notes”) under an indenture dated November 29, 2017. Interest was payable semi-annually on June 15 and December 15 beginning June 15, 2018. On December 13, 2019, the Company completed a partial redemption of $30.0 million of the 2022 Secured Notes at a redemption price of 103% using proceeds from its 2017 ABL Facility. The Company recorded a loss on extinguishment of debt of $1.5 million, which included $0.9 million of an early redemption premium and $0.6 million related to the write-off of unamortized deferred financing fees. In connection with the Merger and related financing transactions in the third quarter of 2020, using proceeds from the 2025 Secured Notes discussed below, the Company redeemed all of its 2022 Secured Notes and recorded a loss on extinguishment of debt in the consolidated statements of operations of $15.2 million comprised of a redemption premium of $10.6 million and write off of unamortized deferred financing fees of $4.6 million. As of December 31, 2019, unamortized debt issuance costs pertaining to the 2022 Secured Notes were $5.4 million. 2023 Senior Secured Notes In connection with the acquisition of ModSpace in 2018, $300.0 million in aggregate principal amount of its 6.875% senior secured notes due August 15, 2023 (the “2023 Secured Notes”) were issued. Interest was payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2019. On May 14, 2019, WSII completed a tack-on offering of $190.0 million in aggregate principal amount to the initial 2023 Secured Notes (the "Tack-On Notes"). The Tack-On Notes were issued as additional securities under the 2023 Secured Notes indenture. The Tack-On Notes and the initial 2023 Secured Notes were treated as a single class of debt securities under the 2023 Secured Notes indenture. The Tack-On Notes have identical terms to the initial 2023 Secured Notes, other than with respect to the issue date and issue price. WSII incurred a total of $3.0 million in debt issuance costs in connection with the tack-on offering, which were deferred and were being amortized through the August 15, 2023 maturity date. Subsequent to the Tack-On Notes, WSII had $490.0 million of 6.875% 2023 Secured Notes. On August 11, 2020, WSII redeemed 10% of the outstanding principal amount of the 2023 Secured Notes, $49.0 million, at a redemption price of 103% plus accrued interest and unpaid interest. This repayment was funded by borrowings under the Company's 2020 ABL Facility. On August 25, 2020, the Company completed a private offering of its 2028 Secured Notes, discussed below, and used the offering proceeds to repay, along with expenses, the $441.0 million outstanding principal amount of its 2023 Secured Notes at a redemption price of 103.438% plus accrued interest and unpaid interest. The Company recorded a loss on extinguishment of debt in the consolidated statements of operations of $22.7 million comprised of a redemption premium of $16.6 million and a write off of unamortized deferred financing fees of $6.1 million. Unamortized debt issuance costs of $7.2 million were included in the carrying value of the debt as of December 31, 2019. 2025 Senior Secured Notes In anticipation of the Merger, on June 15, 2020, Picasso Finance Sub, Inc., a newly-formed indirect finance subsidiary (the "Finance Sub") of the Company completed a private offering of $650.0 million in aggregate principal amount of its 6.125% senior secured notes due 2025 (the "2025 Secured Notes"). The 2025 Secured Notes contained provisions requiring repayment, without penalty, in the event the Merger was not consummated. The offering proceeds from the 2025 Secured Notes of $650.0 million and $5.1 million of interest due through August 1, 2020 were deposited into an escrow account, pending the closing of the Merger. In connection with the completion of the Merger, on July 1, 2020, the offering proceeds were released and the proceeds were used to repay the 2022 Secured Notes, repay Mobile Mini senior notes assumed in the acquisition and pay certain fees and expenses related to the Merger and the related financing transactions. In addition, Finance Sub was merged into WSII on July 1, 2020. The Company recorded $14.3 million in deferred financing fees related to the 2025 Secured Notes. The 2025 Secured Notes mature on June 15, 2025 and bear interest at a rate of 6.125% per annum. Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2020. The Company may redeem the 2025 Secured Notes at any time before June 15, 2022 at a redemption price equal to 100% of the principal amount thereof, plus a customary make whole premium for the 2025 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date. Before June 15, 2022, the Company may redeem up to 40% of the aggregate principal amount of the 2025 Secured Notes at a price equal to 106.125% of the principal amount of the 2025 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date with the net proceeds of certain equity offerings. At any time prior to June 15, 2022, the Company may also redeem up to 10% of the aggregate principal amount of the 2025 Secured Notes at a redemption price equal to 103% of the principal amount of the 2025 Secured Notes being redeemed during each twelve-month period commencing with the issue date, plus accrued and unpaid interest, if any, to but not including the redemption date. If the Company undergoes a change of control or sells certain of its assets, the Company may be required to offer to repurchase the 2025 Secured Notes. On and after June 15, 2022, the Company may redeem the 2025 Secured Notes, in whole or in part, at the redemption prices expressed as percentages of principal amount set forth below plus accrued and unpaid interest to but not including the applicable redemption date, subject to the holders' right to receive interest due on an interest payment date falling on or prior to the redemption date, if redeemed during the twelve-month period beginning on June 15 of each of the years set forth below. Year Redemption Price 2022 103.063 % 2023 101.531 % 2024 and thereafter 100.000 % The 2025 Secured Notes are unconditionally guaranteed by each of WSII's direct and indirect domestic subsidiaries and WSII's parent, Holdings (collectively, "the Note Guarantors"). WillScot Mobile Mini is not a guarantor of the 2025 Secured Notes. The Note Guarantors, as well as certain of the Company’s non-US subsidiaries, are guarantors or borrowers under the 2020 ABL Facility. To the extent lenders under the 2020 ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor will also be released from obligations under the 2025 Secured Notes. These guarantees are secured by a second priority security interest in substantially all of the assets of WSII and the Note Guarantors, subject to customary exclusions. The guarantees of the 2025 Secured Notes by WillScot Equipment II, LLC, a Delaware limited liability company which holds certain of WSII’s assets in the US, will be subordinated to its obligations under the 2020 ABL Facility. Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $12.9 million as of December 31, 2020. 2028 Senior Secured Notes On August 25, 2020, the Company completed a private offering of $500.0 million in aggregate principal amount of 4.625% senior secured notes due 2028 (the "2028 Secured Notes"). The 2028 Secured Notes mature on August 15, 2028. They bear interest at a rate of 4.625% per annum. Interest is payable semi-annually on August 15 and February 15 of each year, beginning February 15, 2021. The Company may redeem the 2028 Secured Notes at any time before August 15, 2023 at a redemption price equal to 100% of the principal amount thereof, plus a customary make whole premium for the 2028 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date. Before August 15, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Secured Notes at a price equal to 104.625% of the principal amount of the 2028 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date with the net proceeds of certain equity offerings. At any time prior to August 15, 2023, the Company may also redeem up to 10% of the aggregate principal amount at a redemption price equal to 103% of the principal amount of the 2028 Secured Notes being redeemed during each twelve-month period commencing with the issue date, plus accrued and unpaid interest, if any, to but not including the redemption date. If the Company undergoes a change of control or sells certain of its assets, the Company may be required to offer to repurchase the 2028 Secured Notes. On and after August 15, 2023, the Company may redeem the 2028 Secured Notes, in whole or in part, at the redemption prices expressed as percentages of principal amount set forth below plus accrued and unpaid interest to but not including the applicable redemption date, subject to the holders' right to receive interest due on an interest payment date falling on or prior to the redemption date, if redeemed during the twelve-month period beginning on August 15 of each of the years set forth below. Year Redemption Price 2023 102.313 % 2024 101.156 % 2025 and thereafter 100.000 % The 2028 Secured Notes are unconditionally guaranteed by the Note Guarantors. WillScot Mobile Mini is not a guarantor of the 2028 Secured Notes. The Note Guarantors, as well as certain of the Company’s non-US subsidiaries, are guarantors or borrowers under the 2020 ABL Facility. To the extent lenders under the 2020 ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor will also be released from obligations under the 2025 Secured Notes. These guarantees are secured by a second priority security interest in substantially all of the assets of WSII and the Note Guarantors, subject to customary exclusions. The guarantees of the 2028 Secured Notes by WillScot Equipment II, LLC, a Delaware limited liability company which holds certain of WSII’s assets in the US, will be subordinated to its obligations under the 2020 ABL Facility. Unamortized deferred financing costs pertaining to the 2028 Secured Notes were $8.4 million as of December 31, 2020. The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of December 31, 2020. 2023 Senior Unsecured Notes The Company had $200.0 million in aggregate principal amount of senior unsecured notes due November 15, 2023. On June 19, 2019 (the "Redemption Date"), WSII used proceeds from its US ABL Facility to redeem all $200.0 million in aggregate outstanding principal amount of the unsecured notes at a redemption price of 102.0%, plus a make-whole premium of 1.126% and any accrued and unpaid interest to, but not including, the Redemption Date. The Company recorded a loss on extinguishment of $7.2 million, which included $6.2 million of make-whole premiums and $1.0 million related to the write-off of unamortized deferred financing fees. Finance Leases The Company maintains finance leases primarily related to transportation equipment. At December 31, 2020, obligations under the finance leases for certain real property and transportation related equi pment were $77.9 million. The C ompany had no finance leases at December 31, 2019. Mobile Mini Debt Mobile Mini had $250.0 million in aggregate principal amount of 5.875% senior notes outstanding prior to the Merger. Interest was payable semi-annually on January 1 and July 1. In connection with the Merger, these notes were assumed by WillScot Mobile Mini and subsequently redeemed using proceeds from the 2025 Secured Notes discussed above. Mobile Mini had a $1.0 billion first lien senior secured revolving credit facility. At June 30, 2020, Mobile Mini had $563.2 million of outstanding principal on the credit facility. In connection with the Merger, this line of credit was assumed by WillScot Mobile Mini and subsequently repaid in full using proceeds from the 2020 ABL Facility discussed above. |