Exhibit 10.2
Schedule I
EUROPEAN RESTRUCTURING TRANSACTIONS
Current Structure
Step 1:
Mobile Storage Group, Inc. distributes 601,100 ordinary shares of Ravenstock MSG Limited to Mobile Mini, Inc.
Step 2:
Mobile Mini, Inc. contributes 601,100 ordinary shares of Ravenstock MSG Limited to Mobile Mini UK Holdings Limited in exchange for an issue of 300 ordinary shares by Mobile Mini UK Holdings Limited to Mobile Mini, Inc.
Step 3:
Ravenstock MSG Limited transfers substantially all of its assets to Mobile Mini UK Limited in exchange for (i) the assumption of all of Ravenstock MSG Limited’s liabilities and (ii) an issue of 20,000 ordinary shares by Mobile Mini UK Limited to Ravenstock MSG Limited.
Step 4:
If Ravenstock MSG Limited transfers substantially all of its assets in exchange for an issue of ordinary shares of Mobile Mini UK Limited pursuant to Step 3 above, Ravenstock MSG Limited shall dividend such shares to Mobile Mini UK Holdings Limited.
Schedule 8.04
Capital Structure
(Revised as of August 31, 2008)
The class and the number of authorized and issued Securities of US Company and each of its Subsidiaries and the record owner of the Securities of the Subsidiaries are as follows:
US Company:
| | | | | | | | |
| | Number of Securities | | | Number of Securities | |
| | Issued and Outstanding | | | Authorized but | |
Class of Securities | | (August 6, 2008) | | | Unissued | |
Common Stock, par value $0.01 per share - 95,000,000 | | | 34,848,256 | | | | 60,151,744 | |
Preferred Stock, par value $0.01 per share - 20,000,000 | | | 8,555,556 | * | | | 11,444,444 | |
| | |
* | | Series A Convertible Redeemable Participating Preferred Stock, all 8,555,556 of which were issued in connection with the Transactions. |
Subsidiaries:
| | | | | | | | | | |
| | | | | | Number of | | | |
| | | | Number and Class | | Securities | | | |
| | Jurisdiction of | | of Securities Issued | | Authorized | | | |
Name | | Organization | | and Outstanding | | but Unissued | | | Record Owner |
| | | | | | | | | | |
Mobile Mini I, Inc.1 | | Arizona | | 10,000 shares of common stock | | | 990,000 | | | 100% Mobile Mini, Inc. |
| | | | | | | | | | |
Delivery Design Systems, Inc. | | Arizona | | 10,000 shares of common stock | | | 990,000 | | | 100% Mobile Mini, Inc. |
| | | | | | | | | | |
Mobile Mini, LLC | | California | | 100% membership interest | | | N/A | | | 100% Mobile Mini, Inc. |
| | | | | | | | | | |
Mobile Mini, LLC | | Delaware | | 100% membership interest | | | N/A | | | 100% Mobile Mini, Inc. |
| | | | | | | | | | |
Mobile Mini of Ohio, LLC | | Delaware | | 100% membership interest | | | N/A | | | 100% Mobile Mini, Inc. |
| | | | | | | | | | |
A Royal Wolf Portable Storage, Inc.2 | | California | | 643,250 shares of common stock | | | 356,750 | | | 100% Mobile Mini, Inc. |
| | | | | | | | | | |
Temporary Mobile Storage, Inc. | | California | | 1,500 shares of common stock | | | 998,500 | | | 100% A Royal Wolf Portable Storage Inc. |
| | | | | | | | | | |
| | | | | | Number of | | | |
| | | | Number and Class | | Securities | | | |
| | Jurisdiction of | | of Securities Issued | | Authorized | | | |
Name | | Organization | | and Outstanding | | but Unissued | | | Record Owner |
| | | | | | | | | | |
Mobile Mini UK Holdings Limited 3 | | England and Wales | | 400 ordinary shares | | | 600 | | | 100% Mobile Mini, Inc. |
| | | | | | | | | | |
Mobile Mini UK Limited4 | | England and Wales | | 80,000 ordinary shares | | | 20,000 | | | 100% Mobile Mini, UK Holdings Limited |
| | | | | | | | | | |
Box Lease Limited | | England and Wales | | 2 ordinary shares | | | 9,998 | | | 100% Mobile Mini, UK Limited |
| | | | | | | | | | |
Mobile Mini Holding B.V. | | Netherlands | | 180 ordinary shares | | | 720 | | | 100% Mobile Mini, Inc. |
| | | | | | | | | | |
Mobile Mini B.V.5 | | Netherlands | | 18 ordinary shares | | | 72 | | | 100% Mobile Mini, Holding B.V. |
| | | | | | | | | | |
Mobile Storage Group, Inc. | | Delaware | | 100 common shares | | | 0 | | | 100% Mobile Mini, Inc. |
| | | | | | | | | | |
MSG Investments, Inc. | | California | | 10,000 common shares | | | 0 | | | 100% Mobile Storage Group, Inc. |
| | | | | | | | | | |
A Better Mobile Storage Company | | California | | 1,000 common shares | | | 0 | | | 100% Mobile Storage Group, Inc. |
| | | | | | | | | | |
Mobile Storage Group (Texas), L.P. | | Texas | | 100% membership interest | | | N/A | | | 99% Mobile Storage Group, Inc.; 1% MSG Investments, Inc. |
| | | | | | | | | | |
Ravenstock MSG Limited | | United Kingdom | | 601,100 ordinary shares 0 preferred shares | | | 398,900 10,000,000 | | | 100% Mobile Mini UK Holdings Limited |
| | | | | | | | | | |
Ravenstock Tam (Hire) Limited | | United Kingdom | | 10,550 ordinary shares | | | 0 | | | 100% Ravenstock MSG Limited |
| | | | | | | | | | |
| | | | | | Number of | | | |
| | | | Number and Class | | Securities | | | |
| | Jurisdiction of | | of Securities Issued | | Authorized | | | |
Name | | Organization | | and Outstanding | | but Unissued | | | Record Owner |
| | | | | | | | | | |
Mobile Storage (U.K.) Limited | | United Kingdom | | 100 ordinary shares 6,000,000 preferred shares | | | 999,900 4,000,000 | | | 100% Ravenstock MSG Limited |
| | | | | | | | | | |
Mobile Storage UK Finance Limited Partnership | | United Kingdom | | 100% membership interest | | | N/A | | | 99%. MSG Investments, Inc.; 1% Mobile Storage Group, Inc. |
| | | | | | | | | | |
LIKO Luxembour International s.a.r.L. | | Luxembourg | | 160 ordinary shares | | | 0 | | | 100% Mobile Storage UK Finance Limited Partnership |
| | |
1) | | Surviving company of 6/29/07 merger of Mobile Mini I, Inc. and Mobile Mini Holdings, Inc. |
|
2) | | Formerly Triton Mobile Storage, Inc., which was formerly International Equipment Marketing, Inc. |
|
3) | | Formerly Lampgrass Limited |
|
4) | | Formerly Royalwolf Trading UK Limited |
|
5) | | Formerly RoyalWolf Containers B.V. |
The following agreements are binding upon the Company’s or other Credit Party’s partners, members or shareholders:
• | | There are no corporate or joint venture relationships. |
• | | Stockholders Agreement, dated as of June 27, 2008, by and among US Company and the Stockholders signatory thereto. |
• | | Pledge Agreement, dated as of June 27, 2008, by and among US Company and any other pledgors thereto and Deutsche Bank AG New York Branch. |
• | | Charge over Shares, dated as of June 27, 2008, by Mobile Storage Group, Inc. as Chargor in favour of Deutsche Bank AG New York Branch as Collateral Agent. |