Filed Pursuant to Rule 424(b)(3)
Registration No. 333-220356

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
DOUBLE EAGLE ACQUISITION CORP.

 

PROSPECTUS FOR
4,634,894 UNITS (EACH UNIT COMPRISING ONE SHARE OF CLASS A COMMON STOCK AND ONE
WARRANT TO PURCHASE ONE-HALF OF ONE SHARE OF CLASS A COMMON STOCK),
57,569,435 SHARES OF CLASS A COMMON STOCK AND 64,865,106 WARRANTS TO PURCHASE 32,430,103 SHARES OF CLASS A COMMON STOCK, IN EACH CASE, OF DOUBLE EAGLE ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION (WHICH WILL BE RENAMED WILLIAMS SCOTSMAN CORPORATION IMMEDIATELY AFTER CONSUMMATION OF THE BUSINESS COMBINATION)

 

The board of directors of Double Eagle Acquisition Corp., a Cayman Islands exempted company (“Double Eagle,” the “Company,” “we,” “us” or “our”), has unanimously approved the stock purchase agreement, dated as of August 21, 2017, as amended on September 6, 2017 and November 6, 2017 and as may be further amended from time to time (the “Stock Purchase Agreement”), by and among the Company, Williams Scotsman Holdings Corp., a Delaware corporation and a wholly owned subsidiary of the Company (the “Holdco Acquiror,” and, together with the Company, the “Acquirors”), Algeco Scotsman Global S.à r.l., a Luxembourg société à responsabilité limitée (“Algeco Global”) and Algeco Scotsman Holdings Kft., a Hungarian limited liability company (together with Algeco Global, the “Sellers”), pursuant to which the Holdco Acquiror will purchase from the Sellers all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Williams Scotsman common stock”), of Williams Scotsman International, Inc., a Delaware corporation (“WSII,” and together with its subsidiaries, “Williams Scotsman”) (the transactions contemplated by the Stock Purchase Agreement, the “business combination”).

As described in this proxy statement/prospectus, Double Eagle’s shareholders are being asked to consider and vote upon (among other things) the business combination, which includes the change of Double Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “domestication”). The continuing entity following the domestication will be renamed Williams Scotsman Corporation (“WSC”).

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, 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 billion (which amount is inclusive of the amounts required to pay third party and intercompany indebtedness as of the closing), of which (i) $1.0215 billion will be paid in cash (the “Cash Consideration”), first directly to repay indebtedness of Williams Scotsman as contemplated by the Stock Purchase Agreement, with the remainder to be paid directly to the Sellers as consideration for the shares on a pro rata basis, calculated as follows: (a) 86.44% to Algeco Holdings and (b) 13.56% to Algeco Global, and (ii) the remaining $78.5 million will be paid to the Sellers as additional consideration for the shares, on a pro rata basis, in the form of (x) shares of common stock of the Holdco Acquiror, representing a 10% equity interest in the Holdco Acquiror (the “Holdco Shares”), which shares will be exchangeable for shares of WSC Class A common stock pursuant to an exchange agreement, as described herein and (y) a corresponding number of shares of WSC Class B common stock, par value $0.0001 per share (“WSC Class B common stock”) representing a non-economic voting interest in WSC equal to the economic interest in WSC represented by the Holdco Shares on an as-exchanged basis (the “WSC Class B Shares” and, together with the Holdco Shares, the “Stock Consideration”). The Cash Consideration is expected to be funded from (i) gross debt financing proceeds of at least $490 million from secured debt financing commitments of $900 million in the aggregate, (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.

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

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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”).

This proxy statement/prospectus covers the following securities of WSC to be issued in the domestication: (i) 4,634,894 units (each unit including one share of WSC Class A common stock and one warrant to purchase one-half of one share of WSC Class A common stock), representing the units that were registered in our initial public offering less those that have been separated into their underlying public shares (as defined herein) and public warrants (as defined herein), (ii) 57,569,435 shares of WSC Class A common stock, representing our currently issued and outstanding Class A ordinary shares and Class B ordinary shares less the number of public shares that are represented by the aforementioned units and (iii) 64,865,106 warrants to acquire shares of WSC Class A common stock, representing our currently issued and outstanding warrants less the number of public warrants that are represented by the aforementioned units.

Double Eagle’s units, Class A ordinary shares and public warrants are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “EAGLU,” “EAGL” and “EAGLW,” respectively. Double Eagle has applied to continue the listing of the WSC Class A common stock and public warrants effective upon the consummation of the business combination, on Nasdaq under the proposed symbols “WSC” and “WSCWW,” respectively.

This proxy statement/prospectus provides you with detailed information about the business combination and other matters to be considered at the general meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 44 of this proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus, passed upon the fairness of the Stock Purchase Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated November 7, 2017, and is first being mailed to Double Eagle shareholders on or about November 7, 2017.

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DOUBLE EAGLE ACQUISITION CORP.

A Cayman Islands Exempted Company
(Company Number 301315)
2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067
 
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON NOVEMBER 16, 2017

TO THE SHAREHOLDERS OF DOUBLE EAGLE ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “general meeting”) of Double Eagle Acquisition Corp., a Cayman Islands exempted company, company number 301315 (“Double Eagle,” the “Company,”“we,”“us” or “our”), will be held at 9:30 a.m., Eastern Time, on November 16, 2017, at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York 10166. You are cordially invited to attend the meeting, which will be held for the following purposes:

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Only holders of record of Double Eagle’s Class A ordinary shares and Class B ordinary shares (collectively, “ordinary shares”) at the close of business on October 30, 2017 are entitled to notice of and to vote and have their votes counted at the general meeting and any adjournment of the general meeting.

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We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the general meeting and at any adjournment of the general meeting. Whether or not you plan to attend the general meeting, we urge you to read when available the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, Double Eagle’s board of directors has determined that each of the business combination proposal, the domestication proposal, the organizational documents proposals, the stock issuance proposal, the incentive award plan proposal and the adjournment proposal are in the best interests of Double Eagle and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of Double Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Double Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Double Eagle’s Directors and Officers in the Business Combination” in the proxy statement/prospectus when it becomes available for a further discussion.

Under the Stock Purchase Agreement, the approval of each of the condition precedent proposals is a condition to the consummation of the business combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The adjournment proposal is not conditioned on the approval of any other proposal. If our shareholders do not approve each of the condition precedent proposals, the business combination may not be consummated.

In connection with our initial public offering, our initial shareholders (consisting of Double Eagle Acquisition LLC, a Delaware limited liability company (our “Sponsor”), Harry E. Sloan and our independent directors at the time of our initial public offering) entered into letter agreements to vote their Class B ordinary shares purchased prior to our initial public offering (“founder shares”), as well as any Class A ordinary shares sold by us in our initial public offering (“public shares”) purchased by them during or after our initial public offering, in favor of the business combination proposal and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the date hereof, our initial shareholders own 20.0% of our total outstanding ordinary shares.

Pursuant to Double Eagle’s Existing Organizational Documents, a holder of public shares (“public shareholder(s)”) may request that Double Eagle redeem all or a portion of its public shares (which would become shares of WSC Class A common stock in the domestication) for cash if the business combination is consummated. For the purposes of Article 49.3 of the Existing Organizational Documents and the Cayman Islands Companies Law (2016 Revision), the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in the proxy statement/prospectus relating to the business combination shall be interpreted accordingly. You will be entitled to receive cash for any public shares to be redeemed only if you:

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public shareholders may elect to redeem all

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or a portion of their public shares even if they vote for the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we 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 established in connection with our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the business combination, including interest, less income taxes payable, divided by the number of then outstanding public shares. For illustrative purposes, as of June 30, 2017, this would have amounted to approximately $10.05 per public share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See “Extraordinary General Meeting — Redemption Rights” in the proxy statement/prospectus when it becomes available for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

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 billion (which amount is inclusive of the amounts required to pay third party and intercompany indebtedness as of the closing), of which (1) $1.0215 billion will be paid in cash (the “Cash Consideration”), first to repay indebtedness of Williams Scotsman as contemplated by the Stock Purchase Agreement, with the remainder to be paid directly to the Sellers as consideration for the shares, on a pro rata basis, and (2) the remaining $78.5 million will be paid to the Sellers as additional consideration for the shares, on a pro rata basis, in the form of (i) shares of common stock of the Holdco Acquiror, representing a 10% equity interest in the Holdco Acquiror (the “Holdco Shares”), which shares will be exchangeable for shares of WSC Class A common stock pursuant to an exchange agreement and (ii) a corresponding number of shares of WSC Class B common stock, representing a non-economic voting interest in WSC equal to the economic interest in WSC represented by the Holdco Shares on an as-exchanged basis (the “WSC Class B Shares” and, together with the Holdco Shares, the “Stock Consideration”). The Cash Consideration is expected to be funded from (i) gross debt financing proceeds of at least $490 million from secured debt financing commitments of $900 million in the aggregate, (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 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 million of cash on a pro forma basis after giving effect to the consummation of the business combination and the other transactions contemplated thereby, and the receipt of consent from the existing lenders of the Sellers and certain of their affiliates. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

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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 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”).

In connection with the closing of the business combination, the Sellers and the Acquirors will enter into an exchange agreement pursuant to which the Sellers will have the right to exchange all, but not less than all, of their Holdco Shares for newly issued shares of WSC Class A common stock in a private placement transaction. Upon such exchange, WSC will automatically redeem for no consideration all of the shares of WSC Class B common stock held by the Sellers. The Sellers and the Acquirors will also enter into a shareholders agreement setting forth certain rights and obligations of the Sellers as minority shareholders of the Holdco Acquiror.

Our Sponsor and Harry E. Sloan (together with the Sponsor, the “Founders”) will deposit into escrow their founder shares pursuant to an earnout agreement to be entered into at the Closing (the “Earnout Agreement”) and agree to a lock-up of their warrants that are exercisable for shares of WSC Class A common stock (the “founder warrants”). Pursuant to the Earnout Agreement, 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. Upon the expiration of the three year earnout period, any founder shares remaining in escrow that were not released in accordance with the Earnout Agreement will be transferred to the Company for cancellation. WSC, the TDR Investor, A/S Holdings, and certain other parties named therein will enter into an amended and restated registration rights agreement providing the initial investors, the TDR Investor and A/S Holdings with certain demand, shelf and piggyback registration rights covering all shares of WSC Class A common stock owned by each holder. The parties will enter into certain other ancillary agreements, including a transition services agreement and an IP services agreement pursuant to which the Sellers and the Acquirors will provide the other parties with certain transition services for a specified period of time following the closing of the business combination.

All Double Eagle shareholders are cordially invited to attend the general meeting in person. To ensure your representation at the general meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a shareholder of

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record holding ordinary shares, you may also cast your vote in person at the general meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on the proposals because such action would not count as a vote cast at the general meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the general meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing Double Eagle.info@morrowsodali.com. This notice of general meeting is and the proxy statement/prospectus relating to the business combination will be available at http://www.cstproxy.com/doubleeagleacquisitioncorp/smp2017.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors,

November 6, 2017

/s/ Jeff Sagansky


Jeff Sagansky
President and Chief Executive Officer

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL NOT BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES WHICH WILL BE DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS RELATING TO THE BUSINESS COMBINATION. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING  —  REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE FOR MORE SPECIFIC INSTRUCTIONS.

This notice was mailed by Double Eagle on November 6, 2017.

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References to Additional Information			1
Cautionary Statement Regarding Forward-Looking Statements			2
Questions and Answers about the Proposals			4
Summary of the Proxy Statement/Prospectus			20
Selected Historical Financial Information of Double Eagle			35
Selected Historical Financial Information of WSII			37
Selected Unaudited Pro Forma Condensed Combined Financial Information			40
Comparative Per Share Data			41
Market Price and Dividend Information			42
Risk Factors			44
Extraordinary General Meeting			68
The Business Combination Proposal			74
The Domestication Proposal			116
The Organizational Documents Proposals			119
The Stock Issuance Proposal			124
The Incentive Award Plan Proposal			127
The Adjournment Proposal			134
Unaudited Pro Forma Condensed Combined Financial Information			135
Comparison of Corporate Governance and Shareholder Rights			149
Other Information Related To Double Eagle			151
Double Eagle’s Management’s Discussion and Analysis of Financial Condition and Results of Operations			160
Business of Williams Scotsman			164
WSII’s Management’s Discussion and Analysis of Financial Condition and Results of Operations			183
Indebtedness			209
Management of WSC Following the Business Combination			213
Beneficial Ownership of Securities			223
Certain Relationships and Related Party Transactions			226
Description of Securities			235
Securities Act Restrictions on Resale of Common Stock			244
U.S. Federal Income Tax Considerations			245
Appraisal Rights			254
Shareholder Proposals and Nominations			254
Shareholder Communications			256
Legal Matters			256
Experts			256
Delivery of Documents to Shareholders			258
Enforceability of Civil Liability			258
Where You Can Find More Information; Incorporation by Reference			258
Index to Financial Statements			F-1

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ANNEXES
A — Stock Purchase Agreement			A-1
A-1 Amendment to Stock Purchase Agreement			A-1-1
A-2 Second Amendment to Stock Purchase Agreement			A-2-1
B — Existing Organizational Documents of Double Eagle			B-1
C — Proposed Charter of WSC			C-1
D — Proposed Bylaws of WSC			D-1
E — Williams Scotsman Corporation 2017 Incentive Award Plan			E-1
F — Form of Certificate of Domestication of Double Eagle Acquisition Corp.			F-1
G — Form of Shareholders Agreement			G-1
H — Form of Exchange Agreement			H-1
I — Form of Earnout Agreement			I-1

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning Double Eagle, without charge, by written request to Eli Baker, Double Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los Angeles, CA 90067, or by telephone request at (310) 209-7280; or Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing Double Eagle.info@morrowsodali.com, or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the general meeting of Double Eagle to be held on November 16, 2017, you must request the information no later than four business days prior to the date of the general meeting, by November 10, 2017.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement/prospectus and in any document incorporated by reference herein that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement/prospectus in relation to WSII and Williams Scotsman has been provided by WSII and Williams Scotsman and its management, and forward-looking statements include statements relating to WSII’s and Williams Scotsman’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference herein may include, for example, statements about:

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The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2016. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before a shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the general meeting, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Double Eagle, Williams Scotsman, or, following the consummation of the business combination, WSC.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Consummation of the business combination requires the approval of shareholders holding a majority of the ordinary shares voting at a general meeting that is being called by Double Eagle.

Under the Stock Purchase Agreement, Double Eagle will domesticate as a Delaware corporation. On the effective date of the domestication, the Class B ordinary shares will automatically convert by operation of law, on a one-for-one basis, into Class A ordinary shares. Immediately thereafter, the Class A ordinary shares will automatically convert by operation of law, on a one-for-one basis, into shares of WSC Class A common stock in accordance with the terms of the Proposed Charter. WSC will also issue shares of WSC Class B common stock to the Sellers in an amount that will equal the equity interest in WSC represented by the Holdco Shares, which will be exchangeable for shares of WSC Class A common stock pursuant to the Exchange Agreement.

The provisions of the Proposed Charter will differ materially from those of Double Eagle’s Existing Organizational Documents. Please see “Questions and Answers About the Proposals — What amendments will be made to the Existing Organizational Documents of Double Eagle” below.

After the effectiveness of the domestication and before the closing of the business combination, each outstanding unit of WSC (each of which consists of one share of WSC Class A common stock and one warrant to purchase one-half of one share of WSC Class A common stock) will be separated into its component common stock and warrant.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Founded more than 60 years ago, Williams Scotsman is a specialty rental services market leader providing modular space and portable storage solutions to diverse end markets across North America. Operating through its branch network of over 90 locations in the United States, Canada and Mexico its 1,300 employees provide high quality, cost effective modular space and portable storage solutions to a diversified client base of approximately 25,000 customers. Williams Scotsman’s products include single mobile and sales office units, multi-unit office complexes, classrooms, ground-level and stackable steel-frame office units, other specialty units and shipping containers for portable storage solutions. These products are delivered “Ready To Work” with its growing offering of value-added products and services (“VAPS”), such as the rental of steps, ramps, furniture packages, damage waivers and other amenities.

Williams Scotsman leases its modular space and portable storage units to customers in diverse end-markets, including commercial and industrial, construction, education, energy and natural resources, government, and other end-markets. To enhance its product and service offerings and its gross profit margin, Williams Scotsman offers delivery, installation and removal of its lease units and other VAPS. Williams Scotsman believes this comprehensive offering, combined with its industry leading customer

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service capabilities, differentiates it from other providers of rental and business services and is captured in its “Ready To Work” value proposition. Williams Scotsman complements its core leasing business by selling both new and used units, allowing it to leverage its scale, achieve purchasing benefits, and redeploy capital employed in its lease fleet.

See “The Business Combination Proposal — Double Eagle’s Board of Directors’ Reasons for Approval of the Business Combination.”

Assuming (i) that holders of 25,140,605 public shares exercise their redemption rights (based $502,663,076 held in trust as of June 30, 2017 and a redemption price of $10.05 per share) (maximum redemptions scenario), (ii) that the Sellers exchange all of the Holdco Acquiror shares received by them for WSC Class A common stock on a one-for-one basis, and (iii) that 47,552,083 shares of WSC Class A common stock are issued to the TDR Investor pursuant to the Private Placement, then upon the closing of the business combination our public shareholders would own approximately 31%, the TDR Investor would own approximately 59% and the Sellers would own approximately 10% of the total of 80,336,479 issued and outstanding shares of WSC Class A common stock (excluding the 12,425,000 Earnout Shares).

There are currently outstanding an aggregate of 69,500,000 warrants to acquire our Class A ordinary shares, which comprise 19,500,000 private placement warrants held by our initial shareholders and 50,000,000 public warrants. Each of our outstanding warrants is exercisable commencing 30 days following the closing of the business combination for one-half of one Class A ordinary share and, following the domestication, will entitle the holder thereof to purchase one-half of one share of WSC Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding warrant is exercised and one-half of one share of WSC Class A common stock is issued as a result of such exercise, with payment to the company of

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the exercise price of $5.75 per warrant or $11.50 per pair of warrants for one whole share, our fully-diluted share capital would increase by a total of 34,750,000 shares, with $399,625,000 paid to the company to exercise the warrants.

Further, our board of directors believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits the shareholders, who are the owners of the corporation. The board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of Company and its shareholders, including, (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of foregoing as discussed in greater detail in the section entitled “The Domestication Proposal — Reasons for the Domestication.”

To effect the domestication, Double Eagle will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and will file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Double Eagle will be domesticated and continue as a Delaware corporation, at which time Double Eagle will change its name, in connection with the effectiveness of the business combination, to “Williams Scotsman Corporation”.

The approval of the domestication proposal is a condition to the closing of the Stock Purchase Agreement. The approval of the domestication proposal requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the 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 general meeting.

However, the consummation of the business combination is conditioned upon, among other things, the items described below.

In addition, with fewer public shares and public shareholders, the trading market for WSC Class A common stock may be less liquid than the market for Double Eagle’s ordinary shares was prior to

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consummation of the business combination and WSC may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the trust account, the working capital infusion from the trust account into WSC’s business will be reduced.

In addition to the foregoing proposals, the shareholders also may be asked to consider and vote upon a proposal to adjourn the general meeting to a later date or dates to permit further solicitation and vote of proxies if (i) based upon the tabulated vote at the time of the general meeting, each of the condition precedent proposals has not been approved and/or (ii) Double Eagle determines that one or more of the closing conditions under the Stock Purchase Agreement has not been satisfied. See “The Adjournment Proposal.”

Double Eagle will hold the general meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the business combination and the other matters to be acted upon at the general meeting. Shareholders should read it carefully.

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After careful consideration, Double Eagle’s board of directors has determined that the business combination proposal, the domestication proposal, each of the organizational documents proposals, the stock issuance proposal, the incentive award plan proposal and the adjournment proposal are in the best interests of Double Eagle and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of Double Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Double Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal —  Interests of Double Eagle’s Directors and Officers in the Business Combination” for a further discussion.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

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		Existing Organizational Documents		Proposed Organizational Documents
Authorized Capital Stock (Organizational Documents Proposal A)		The Existing Organizational Documents provide for share capital of $40,100 divided into 380,000,000 Class A ordinary shares of a par value of $0.0001 each, 20,000,000 Class B ordinary shares of a par value of $0.0001 each and 1,000,000 preferred shares of a par value of $0.0001 each. See paragraph 5 of the Existing Organizational Documents.		The Proposed Organizational Documents provide for authorization to issue 501,000,000 shares, consisting of (x) 500,000,000 shares of common stock, including 400,000,000 shares of WSC Class A common stock, par value $0.0001 per share, 100,000,000 shares of WSC Class B common stock, par value $0.0001 per share and (y) 1,000,000 shares of preferred stock, par value $0.0001 per share. See Article V of the Proposed Charter.
Ability of Stockholder to Call a Special Meeting (Organizational Documents Proposal B)		The Existing Organizational Documents provide that the board of directors shall, on a shareholders’ requisition, proceed to convene an extraordinary general meeting of Double Eagle, provided that the requesting shareholder holds not less than 10% in par value of the issued shares entitled to vote at a general meeting. See Article 20.3 of the Existing Organizational Documents.		The Proposed Organizational Documents do not permit the stockholders of WSC to call a special meeting. See Article 1.3 of the Proposed Bylaws.
Classified Board (Organizational Documents Proposal C)		The Existing Organizational Documents provide that until the consummation of the business combination, our board of directors will be divided into three classes, with each class generally serving for a term of three years and with only one class of directors being elected in each year. See Article 49 of the Existing Organizational Documents		The Proposed Organizational Documents provide that WSC’s board of directors will continue to be divided into three classes following the consummation of the business combination, with each class generally serving for a term of three years and with only one class of directors being elected in each year. See Article VII of the ProposedCharter.
Corporate Name (Organizational Documents Proposal D)		The Existing Organizational Documents provide the name of the company is “Double Eagle Acquisition Corp.” See paragraph 1 of the Existing Organizational Documents.		The Proposed Organizational Documents provide the new name of the corporation to be “Williams Scotsman Corporation”. See Article I of the Proposed Charter.

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		Existing Organizational Documents		Proposed Organizational Documents
Perpetual Existence (Organizational Documents Proposal D)		The Existing Organizational Documents provide that if we do not consummate a business combination (as defined in our Existing Organizational Documents) by December 31, 2017 (as amended by a special resolution of the shareholders passed on September 15, 2017), Double Eagle shall cease all operations except for the purposes of winding up and shall redeem the shares issued in our initial public offering and liquidate our trust account. See Article 49 of the Existing Organizational Documents.		The Proposed Organizational Documents do not include any provisions relating to WSC’s ongoing existence, under the DGCL, WSC’s existence will be perpetual.
Exclusive Jurisdiction (Organizational Documents Proposal D)		The Existing Organizational Documents do not contain a provision adopting an exclusive forum for certain stockholder litigation.		The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation. See Article IX of the Proposed Charter
Corporate Opportunities (Organizational Documents Proposal D)		The Existing Organizational Documents contain certain allowances in relation to entering into a business combination (as defined in such documents) with an affiliate of our Sponsor or our own directors or executive officers. See Article 48 of the Existing Articles.		The Proposed Organizational Documents grant a waiver regarding corporate opportunities to WSC’s non-employee directors, or their affiliates (although WSC does not renounce any interest or expectancy in business opportunities presented to a non-employee director solely in his or her capacity as a director). See Article XI of the Proposed Charter.
Provisions Related to Status as Blank Check Company (Organizational Documents Proposal D)		The Existing Organizational Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. See Article 49 of the Existing Organizational Documents.		The Proposed Organizational Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the business combination, as we will cease to be a blank check company at such time.

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At any time the Holdco Acquiror issues common stock to a Permitted Holder, WSC will issue a share of WSC Class B common stock to such Permitted Holder. Upon the conversion or cancellation of the Holdco Shares held by the Sellers pursuant to the Exchange Agreement for shares of WSC Class A common stock, the corresponding shares of WSC Class B common stock automatically will be cancelled for no consideration.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Our initial shareholders entered into the insider letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a business combination.

The consummation of the business combination is conditioned upon, among other things, the Company receiving at least $490 million of debt financing and an equity investment in an amount equal to the Closing Date Commitment (as defined below), 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 its remote accommodation business in the United States and Canada (Target Logistics) 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 million of cash on a pro forma basis after giving effect to the consummation of the business combination and the other transactions

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contemplated hereby, and the receipt of consent from the existing lenders of the Sellers and certain of their affiliates. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Stock Purchase Agreement.”

The address of the transfer agent is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, directly and instruct them to do so.

Any holder of public shares will be entitled to request that their public shares (which would become shares of WSC Class A common stock in the domestication) be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the business combination, including interest, less income taxes payable, divided by the number of then outstanding public shares. For illustrative purposes, as of June 30, 2017, this would have amounted to approximately $10.05 per public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote for or against the business combination proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the business combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, at the address listed at the end of this section.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the general meeting. If you deliver your shares for redemption to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, and later decide prior to the general meeting not to elect redemption, you may request that Double Eagle instruct its transfer agent to return the shares (physically or electronically). You may make such request by contacting Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Double Eagle’s secretary prior to the vote taken on the business combination proposal at the general meeting. No request

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for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, by 9:30 a.m., Eastern time, on November 14, 2017.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the business combination is consummated, WSC will redeem public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the business combination.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Double Eagle warrants that you may hold.

Additionally, because the domestication will occur immediately prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as a result of the domestication. The tax consequences of Section 367 of the Code are discussed more fully below under “U.S. Federal Income Tax Considerations.”

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As discussed further under “U.S. Federal Income Tax Considerations” below, Double Eagle believes that it is likely treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes. In the event that Double Eagle is considered a PFIC then, notwithstanding the foregoing U.S. federal income tax consequences of the domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of Double Eagle ordinary shares for WSC common stock pursuant to the domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — Impact of PFIC Rules on Certain U.S. Holders” with respect to their Double Eagle ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the domestication, see “U.S. Federal Income Tax Considerations”.

Additionally, the domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. Holder’s WSC Class A common stock subsequent to the domestication.

The tax consequences of the domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the domestication, see “U.S. Federal Income Tax Considerations”.

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The existence of financial and personal interests of Double Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Double Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. These conflicts of interest include, among others, that if we do not consummate a business combination by December 31, 2017, we may be forced to liquidate and the 12,500,000 founder shares and 19,500,000 private placement warrants owned by our initial shareholders would be worthless. See the section entitled “The Business Combination Proposal — Interests of Double Eagle’s Directors and Officers in the Business Combination” for a further discussion.

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Entering into any such arrangements may have a depressive effect on Double Eagle’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the general meeting. Moreover, any such purchases may make it less likely that holders of no more than 25 million public shares elect to redeem their public shares in connection with the business combination.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the general meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Double Eagle will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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Double Eagle warrantholders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.

On the effective date of the domestication, holders of Double Eagle units, common stock and warrants will receive units, Class A common stock and warrants of WSC without needing to take any action and accordingly such holders should not submit the certificates relating to their units, common stock and warrants. In addition, after the effectiveness of the domestication and before the closing of the business combination, each outstanding unit of WSC (each of which consists of one share of WSC Class A common stock and one warrant to purchase one-half of one share of WSC Class A common stock) will be separated into its component Class A common stock and warrant.

Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford CT 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400
E-mail: Double Eagle.info@morrowsodali.com

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You also may obtain additional information about Double Eagle from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your ordinary shares (either physically or electronically) to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, at the address below prior to 9:30 a.m., Eastern Time, on November 14, 2017. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30^th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the general meeting, including the business combination, you should read this entire document carefully, including the Stock Purchase Agreement, as amended, attached as Annex A to this proxy statement/prospectus. The Stock Purchase Agreement is the legal document that governs the business combination and the other transactions that will be undertaken in connection therewith. The Stock Purchase Agreement is also described in detail in this proxy statement/prospectus in the section entitled “The Stock Purchase Agreement.”

The Parties to the Business Combination

Double Eagle Acquisition Corp.

Double Eagle is a blank check company incorporated on June 26, 2015 as a Cayman Islands exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, Double Eagle is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.

Double Eagle’s units, ordinary shares and warrants are listed on Nasdaq under the symbols “EAGLU,” “EAGL,” and “EAGLW,” respectively.

The mailing address of Double Eagle’s principal executive office is 2121 Avenue of the Stars, Suite 2300, Los Angeles, CA 90067. Its telephone number is (310) 209-7280.

The Holdco Acquiror

The Holdco Acquiror is a wholly-owned subsidiary of Double Eagle formed solely for the purpose of effecting a business combination. The Holdco Acquiror was incorporated under the laws of the State of Delaware on August 15, 2017. The Holdco Acquiror has no material assets and does not operate any business. Pursuant to the terms of the Stock Purchase Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, the Holdco Acquiror will acquire all of the outstanding shares of Williams Scotsman common stock in the business combination.

Williams Scotsman International, Inc.

Founded more than 60 years ago, Williams Scotsman is a specialty rental services market leader providing modular space and portable storage solutions to diverse end markets across North America. Operating through its branch network of over 90 locations in the United States, Canada and Mexico its 1,300 employees provide high quality, cost effective modular space and portable storage solutions to a diversified client base of approximately 25,000 customers. Williams Scotsman’s products include single mobile and sales office units, multi-unit office complexes, classrooms, ground-level and stackable steel-frame office units, other specialty units, and shipping containers for portable storage solutions. These products are delivered “Ready To Work” with its growing offering of value-added products and services (“VAPS”), such as the rental of steps, ramps, furniture packages, damage waivers, and other amenities. These turnkey solutions offer customers flexible, low-cost, and timely solutions to meet their space needs on an outsourced basis, whether short, medium or long-term. Williams Scotsman’s current modular space and portable storage lease fleet consists of over 34 million square feet of relocatable space, comprised of approximately 76,000 units. In addition to leasing, Williams Scotsman offers both new and used units for sale and provides delivery, installation and other ancillary products and services.

Prior to the completion of the proposed business combination and the other transactions contemplated by this proxy statement/prospectus, Algeco/Scotsman Holding S.á r.l., an affiliate of the Acquirors (“A/S Holdings”) expects to undertake an internal restructuring (the “Carve-Out Transaction”) in which it will transfer certain assets related to WSII’s historical remote accommodations business from WSII to other entities owned by A/S Holdings. To give effect to the impact of the Carve-Out Transaction and to differentiate the historical entity prior to the Carve-Out Transaction from the entity that will participate in the business

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combination transaction, references to “WSII” herein refer to the entity and its consolidated subsidiaries prior to the Carve-Out Transaction, as represented by the historical financial statements and the notes thereto included elsewhere in this proxy statement/prospectus. We refer to WSII and its subsidiaries following the Carve-Out Transaction, as “Williams Scotsman.”

TDR

Founded in 2002, TDR Capital LLP (“TDR Capital”) is a leading UK based private equity firm which manages funds with over €8 billion of committed capital. TDR Capital is an English Limited Liability Partnership authorized by the UK Financial Conduct Authority with registered number 216708 and acts as the manager of the TDR Investor. TDR Capital controls all of the TDR Investor’s voting rights in respect of its investments and no one else has equivalent control over the investments. Through certain of its directly and indirectly managed funds, TDR Capital manages investment funds which hold a majority interest in Algeco Scotsman Global S.à r.l. (collectively with its subsidiaries, the “Algeco Group”) which will hold a minority interest in WSC following the business combination.

Summary of the Stock Purchase Agreement

On August 21, 2017, the Company, the Acquirors and the Sellers entered into the Stock Purchase Agreement to effect the business combination transaction. Pursuant to the terms of the Stock Purchase Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, the Holdco Acquiror will acquire all of the outstanding shares of Williams Scotsman common stock from the Sellers, on a pro rata basis in accordance with each Seller’s respective ownership of Williams Scotsman common stock.

The closing of the business combination is subject to the Company’s receipt of gross proceeds of at least $490 million 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, the approval of the Company’s shareholders of the Stock Purchase Agreement, the business combination and certain other actions related thereto, 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 and the other transactions contemplated thereby, the consummation of a restructuring transaction relating to Williams Scotsman pursuant to which certain assets of WSII related to its remote accommodation business in the United States and Canada (Target Logistics) will be transferred to the Sellers or their affiliates (the “Carve-Out Transaction”), and receipt of consent from the existing lenders of the Sellers and certain of their affiliates.

The Stock Purchase Agreement may be terminated by the Sellers and the Acquirors under certain circumstances, including, among others, (i) by mutual written consent of the Sellers and the Acquirors, (ii) by either the Sellers or the Acquirors if the closing of the business combination has not occurred on or before December 19, 2017, subject to extension by mutual agreement of the parties, and (iii) by the Sellers or the Acquirors if the Company has not obtained the required approval of its shareholders. For additional information about the Stock Purchase Agreement and the business combination and other transactions contemplated thereby, see “The Business Combination Proposal — The Stock Purchase Agreement.”

Prior to and as a condition of the business combination, Double Eagle will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Law and a domestication under Section 388 of the DGCL, pursuant to which Double Eagle’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. The business combination will follow the domestication.

Business Combination Consideration

Under the Stock Purchase Agreement, the Holdco Acquiror has agreed to purchase from the Sellers, and the Sellers has agreed to 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 billion (the “stock purchase consideration”), of which (i) $1.0215 billion will be paid in cash (the “Cash Consideration”), first

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directly to repay indebtedness of Williams Scotsman as contemplated by the Stock Purchase Agreement, with the remainder to be paid directly to the Sellers as consideration for the shares, on a pro rata basis, calculated as follows: (a) 86.44% to Algeco Holdings and (b) 13.56% to Algeco Global and (ii) the remaining $78.5 million will be paid to the Sellers, on a pro rata basis, as additional consideration for the shares in the form of (i) the Holdco Shares, which shares will be exchangeable for shares of WSC Class A common stock pursuant to an exchange agreement, as described herein, and (ii) the WSC Class B Shares. The Cash Consideration is expected to be funded from (i) gross debt financing proceeds of at least $490 million from secured debt financing commitments of $900 million in the aggregate, (ii) an equity investment by funds managed by TDR Capital LLP, certain of its affiliates, co-investors or syndicates (the “TDR Investor” or “TDR”) 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 portion of the purchase price funded from the trust account will be adjusted by an amount equal to the aggregate amount paid to each eligible stockholder of Double Eagle who has elected to redeem all or a portion of such stockholder’s shares of Double Eagle common stock held by such stockholder at a per-share price, payable in cash, as calculated based on such stockholder’s pro rata share of the funds held in the trust account (the “Double Eagle Redemption Shares”). Prior to the closing of the business combination (the “Closing”), none of the funds held in the trust account may be used or released except for the withdrawal of interest to pay income taxes and to effectuate a share redemption of the Double Eagle Redemption Shares.

Related Agreements

In connection with the closing of the business combination, the Sellers and the Acquirors will enter into an exchange agreement pursuant to which the Sellers will have the right to exchange all, but not less than all, of their shares of the Holdco Shares issued to the Sellers as the Stock Consideration will be exchangeable for newly issued shares of WSC Class A common stock in a private placement transaction. Upon such exchange, WSC will automatically redeem for no consideration all of the shares of WSC Class B common stock held by the Sellers. The Sellers and the Acquirors will also enter into a shareholders agreement setting forth certain rights and obligations of the Sellers as minority shareholders of the Holdco Acquiror.

The Founders will deposit into escrow their founder shares pursuant to the Earnout Agreement and agree to a lock-up of their warrants that are exercisable for shares of WSC common stock (the “founder warrants”). Pursuant to an earnout agreement to be entered into 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. WSC, the TDR Investor, A/S Holdings, and certain other parties named therein will enter into an amended and restated registration rights agreement providing the initial investors, the TDR Investor and A/S Holdings with certain demand, shelf and piggyback registration rights covering all shares of WSC Class A common stock owned by each holder. The parties will enter into certain other ancillary agreements, including a transition services agreement and an IP services agreement pursuant to which the Sellers and the Acquirors will provide the other parties with certain transition services for a specified period of time following the closing of the business combination. See “The Business Combination Proposal — Related Agreements” for additional information about the agreements related to the Stock Purchase Agreement.

Debt Financing

A portion of the business combination consideration will be financed with at least $490 million of secured debt financing of Williams Scotsman pursuant to commitments obtained for an aggregate amount of $900 million (the “Debt Financing”). For more information regarding the Debt Financing, see “The Business Combination Proposal — Related Agreements — Debt Commitment Letter.”

Equity Investment

Contemporaneously with the closing of the business combination, the TDR Investor, pursuant to the terms of the Equity Commitment Letter (as defined herein) and subscription agreement substantially in the form attached as an exhibit to the Stock Purchase Agreement, and described further herein under the heading “The Business Combination Proposal — Related Agreements — Subscription Agreement,” will purchase, or cause the purchase of, (i) shares of WSC Class A common stock at a cash purchase price of $9.60 per share

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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 to the extent necessary, which amount of additional shares shall be dependent upon the aggregate dollar amounts of redemptions at Closing, which aggregate equity investment shall not exceed $500 million. In connection with such equity investment, the TDR Investor will enter into certain ancillary agreements, including an earnout agreement and an amended and restated registration rights agreement. For more information regarding the equity financing and terms of the related agreements, see “The Business Combination Proposal — Related Agreements.”

Employment Agreements

Prior to the completion of the business combination, Williams Scotsman expects to enter into employment agreements with certain of its key executive officers, for descriptions of the employment agreements see the section entitled “Management of WSC Following the Business Combination.”

Equity Ownership Upon Closing

As of the date of this proxy statement/prospectus, there are 62,204,329 ordinary shares outstanding, comprised of 49,704,329 Class A ordinary shares (being 50,000,000 public shares issued in our initial public offering as reduced by the redemption of 295,671 public shares in connection with the Extension Meeting) and 12,500,000 Class B ordinary shares, of which our Sponsor owns 6,337,500 Class B ordinary shares, Harry E. Sloan owns 6,087,500 Class B ordinary shares and our independent directors own an aggregate of 75,000 Class B ordinary shares. On the effective date of the domestication, the currently issued and outstanding Class B ordinary shares will automatically convert by operation of law, on a one-for-one basis, into 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 WSC Class A common stock in accordance with the terms of the Proposed Charter. WSC will also issue shares of WSC Class B common stock.

Assuming (i) that no public shareholders exercise their redemption rights (no redemptions scenario), (ii) that the Sellers exchange all of the Holdco Acquiror shares received by them for WSC Class A common stock on a one-for-one basis, and (iii) that 31,510,417 shares of WSC Class A common stock are issued to the TDR Investor pursuant to the Private Placement, then upon the closing of the business combination our public shareholders would own approximately 56%, the TDR Investor would own approximately 35% and the Sellers would own approximately 9% of the total of 89,435,417 shares of issued and outstanding shares of WSC Class A common stock (excluding the Earnout Shares).

Assuming (i) that holders of 25,140,605 public shares exercise their redemption rights (based $502,663,076 held in trust as of June 30, 2017 and a redemption price of $10.05 per share) (maximum redemptions scenario), (ii) that the Sellers exchange all of the Holdco Acquiror shares received by them for WSC Class A common stock on a one-for-one basis, and (iii) that 47,552,083 shares of WSC Class A common stock are issued to the TDR Investor pursuant to the Private Placement, then upon the closing of the business combination our public shareholders would own approximately 31%, the TDR Investor would own approximately 59% and the Sellers would own approximately 10% of the total of 80,336,479 issued and outstanding shares of WSC Class A common stock (excluding the 12,425,000 Earnout Shares).

There are currently outstanding an aggregate of 69,500,000 warrants to acquire our Class A ordinary shares, which comprise 19,500,000 private placement warrants held by our initial shareholders and 50,000,000 public warrants. Each of our outstanding warrants is exercisable commencing 30 days following the closing of the business combination for one-half of one Class A ordinary share and, following the domestication, will entitle the holder thereof to purchase one-half of one share of WSC Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding warrant is exercised and one-half of one share of WSC Class A common stock is issued as a result of such exercise, with payment to the company of the exercise price of $5.75 per warrant or $11.50 per pair of warrants for one whole share, our fully-diluted share capital would increase by a total of 34,750,000 shares, with $399,625,000 paid to the company to exercise the warrants.

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In addition to the restrictions set forth in the Earnout Agreement, subject to certain limited exceptions, the founder shares will not be transferred, assigned or sold until the date that is one year after the date of the consummation of our initial business combination or earlier if, subsequent to our business combination, (i) the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (ii) we consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Proposals to be put to the General Meeting

The following is a summary of the proposals to be put to the general meeting.

The Business Combination Proposal

The Stock Purchase Agreement provides for the acquisition by the Holdco Acquiror of all of the issued and outstanding shares of Williams Scotsman common stock for a total amount of $1.1 billion (which amount is inclusive of the amounts required to pay third party and intercompany indebtedness as of the closing), of which $1.0215 billion will be paid in cash (the “Cash Consideration”) to the Sellers and directly to repay indebtedness of Williams Scotsman as contemplated by the Stock Purchase Agreement, and the remaining $78.5 million will be paid to the Sellers, on a pro rata basis, in the form of (i) the Holdco Shares, which shares will be exchangeable for shares of WSC Class A common stock pursuant to an exchange agreement, as defined herein, and (ii) the WSC Class B Shares.

After consideration of the factors identified and discussed in the section entitled “The Business Combination Proposal — Double Eagle’s Board of Directors’ Reasons for Approval of the Business Combination,” Double Eagle’s board of directors concluded that the business combination met all of the requirements disclosed in the prospectus for its initial public offering, including that the business of Williams Scotsman had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Stock Purchase Agreement.

If any proposal is not approved by Double Eagle’s shareholders at the general meeting, the Double Eagle board of directors may submit the adjournment proposal for a vote.

For additional information, see “The Business Combination Proposal” section of this proxy statement/prospectus.

The Domestication Proposal

If the business combination proposal is approved, then Double Eagle is asking its shareholders to approve the domestication proposal. Under the Stock Purchase Agreement, the approval of the domestication proposal is also a condition to the consummation of the business combination. If, however, the domestication proposal is approved, but the business combination proposal is not approved, then neither the domestication nor the business combination will be consummated.

As a condition to closing the business combination pursuant to the terms of the Stock Purchase Agreement, the board of directors of Double Eagle has unanimously approved a change of Double Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. To effect the domestication, Double Eagle will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and will file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Double Eagle will be domesticated and continue as a Delaware corporation, at which time Double Eagle will change its name.

On the effective date of the domestication, the currently issued and outstanding Class B ordinary shares will automatically convert by operation of law, on a one-for-one basis, into 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 WSC Class A common stock in accordance with

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the terms of the Proposed Charter. Similarly, our outstanding warrants will become warrants to acquire the corresponding shares of WSC Class A common stock and no other changes will be made to the terms of any outstanding warrants as a result of the domestication. In addition, our outstanding units will become units of WSC and after the effectiveness of the domestication and before the closing of the business combination, each outstanding unit of WSC (each of which consists of one share of WSC Class A common stock and one warrant to purchase one-half of one share of WSC Class A common stock) will be separated into its component common stock and warrant.

The domestication proposal, if approved, will approve a change of Double Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Double Eagle is currently governed by the Cayman Islands Companies Law, upon domestication, WSC will be governed by the DGCL. Accordingly, we urge shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.” Additionally, we note that if the domestication proposal is approved, then Double Eagle will also ask its shareholders to approve the organizational documents proposals (discussed below) and we urge shareholders to carefully consult the section entitled “The Organizational Documents Proposals” (including the chart of material differences included therein) and the Proposed Organizational Documents of WSC, attached hereto as Annexes C and D.

For additional information, see “The Domestication Proposal” section of this proxy statement/prospectus.

The Organizational Documents Proposals

If the domestication proposal is approved and the business combination is to be consummated, Double Eagle will replace its current amended and restated memorandum and articles of association (the “Existing Organizational Documents”) under the Cayman Islands Companies Law, with a new certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of WSC, in each case, under the Delaware General Corporation Law.

The Proposed Organizational Documents differ in certain material respects from the Existing Organizational Documents and we urge shareholders to carefully consult the information set out in the Section “The Organizational Documents Proposals” (including the chart of material differences included therein) and the full text of the Proposed Organizational Documents of WSC, attached hereto as Annexes C and D.

Double Eagle’s shareholders are asked to consider and vote upon and to approve by special resolution four separate proposals (collectively, the “organizational documents proposals”) in connection with the replacement of the Existing Organizational Documents with the Proposed Organizational Documents. The organizational documents proposals are conditioned on the approval of the domestication proposal, and, therefore, also conditioned on approval of the business combination proposal. Therefore, if the business combination proposal and the domestication proposal are not approved, the organizational documents proposals will have no effect, even if approved by our public shareholders. A brief summary of each of the organizational documents proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents of WSC.

Organizational Documents Proposal A — Authorized Capital Stock

Assuming the business combination proposal and the domestication proposal are approved, our shareholders are also being asked to approve organizational documents proposal A, which is, in the judgment of our board of directors, necessary to adequately address the needs of WSC after the business combination. Under the Stock Purchase Agreement, the approval of each of the organizational documents proposals is a condition to the consummation of the business combination and therefore approval of this organizational documents proposal A is a condition to the consummation of the business combination.

Organizational documents proposal A is a proposal to approve the provision in the Proposed Charter changing the authorized share capital from $40,100 divided into 380,000,000 Class A ordinary shares of a par value of $0.0001 each, 20,000,000 Class B ordinary shares of a par value of $0.0001 each and 1,000,000 preferred shares of a par value of $0.0001 each, to authorized capital stock of 501,000,000 shares, consisting of (x) 500,000,000 shares of common stock, including 400,000,000 shares of WSC Class A common stock, 100,000,000 shares of WSC Class B common stock, and (y) 1,000,000 shares of preferred stock.

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For additional information, see “The Organizational Documents Proposals” section in this proxy statement/prospectus.

Organizational Documents Proposal B — Approval of Proposal Relating to the Ability of Stockholders to Call a Special Meeting

Assuming the business combination proposal and the domestication proposal are approved, our shareholders are also being asked to approve organizational documents proposal B, which is, in the judgment of our board of directors, necessary to adequately address the needs of WSC after the business combination. Under the Stock Purchase Agreement, the approval of each of the organizational documents proposals is a condition to the consummation of the business combination and therefore approval of this organizational documents proposal B is a condition to the consummation of the business combination.

The Proposed Organizational Documents stipulate that, unless required by law, special meetings of stockholders may only be called by (i) the board of directors, (ii) the chairperson of the board of directors or (iii) the chief executive officer of WSC. Under the Proposed Organizational Documents, WSC’s stockholders have no power to call a special meeting.

For additional information, see “The Organizational Documents Proposals” section in this proxy statement/prospectus.

Organizational Documents Proposal C — Classified Board

Assuming the business combination proposal and the domestication proposal are approved, our shareholders are also being asked to approve organizational documents proposal C, which is, in the judgment of our board of directors, necessary to adequately address the needs of WSC after the business combination. Under the Stock Purchase Agreement, the approval of each of the organizational documents proposals is a condition to the consummation of the business combination and therefore approval of this organizational documents proposal C is a condition to the consummation of the business combination.

Organizational documents proposal C is a proposal to approve the provision in the Proposed Charter pursuant to which WSC’s board of directors will continue to be divided into three classes following the consummation of the business combination, with each class generally serving for a term of three years and with only one class of directors being elected in each year.

For additional information, see “The Organizational Documents Proposals” section in this proxy statement/prospectus.

Organizational Documents Proposal D — Approval of Other Changes in Connection with Adoption of the Proposed Organizational Documents

Assuming the business combination proposal and the domestication proposal are approved, our shareholders are also being asked to approve organizational documents proposal D, which is, in the judgment of our board of directors, necessary to adequately address the needs of WSC after the business combination. Under the Stock Purchase Agreement, the approval of each of the organizational documents proposals is a condition to the consummation of the business combination and therefore approval of this organizational documents proposal D is a condition to the consummation of the business combination.

Organizational documents proposal D is a proposal to approve all other changes in connection with the replacement of the Existing Organizational Documents with the Proposed Organizational Documents as part of the domestication, including (i) changing the post-domestication corporate name from “Double Eagle Acquisition Corp.” to “Williams Scotsman Corporation” and making WSC’s corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iii) granting a waiver regarding corporate opportunities to WSC’s non-employee directors and (iv) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which Double Eagle’s board of directors believe are necessary to adequately address the needs of WSC after the business combination.

For additional information, see “The Organizational Documents Proposal” section of this proxy statement/prospectus.

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The Stock Issuance Proposal

Assuming the business combination proposal, the domestication proposal and each of the organizational documents proposals are approved, our shareholders are also being asked to approve, by ordinary resolution, the stock issuance proposal.

Double Eagle’s units, ordinary shares and public warrants are listed on Nasdaq and, as such, we are seeking shareholder approval of (x) the issuance of shares of WSC Class A common stock (i) to the TDR Investor in the Private Placement, (ii) to the TDR Investor following the closing of the business combination, pursuant to the terms of the Equity Commitment Letter and (iii) to the Sellers pursuant to the terms of the Exchange Agreement and (y) the issuance of shares of WSC Class B common stock to the Sellers pursuant to the terms of the Stock Purchase Agreement, in order to comply with the applicable listing rules of Nasdaq.

The number of shares of WSC common stock that may be issued in connection with the stock issuance proposal is expected to be between approximately 59.0 and 62.0 million shares. The actual number of shares of WSC common stock to be issued will depend on (i) the number of public shares that are validly redeemed in connection with the business combination proposal and (ii) the amount of transaction expenses incurred.

For additional information, see “The Stock Issuance Proposal” section of this proxy statement/prospectus.

The Incentive Award Plan Proposal

Assuming the business combination proposal, the domestication proposal, each of the organizational documents proposals and the stock issuance proposal are approved, our shareholders are also being asked to approve, by ordinary resolution, the incentive award plan proposal.

We expect that, prior to the consummation of the business combination, our board of directors will approve and adopt the Williams Scotsman Corporation 2017 Incentive Award Plan, referred to as the Plan, and assuming the business combination proposal, the domestication proposal, each of the organizational documents proposals and the stock issuance proposal are approved, we expect that our shareholders will be asked to approve the Plan. Our shareholders should carefully read the entire Plan, a copy of which is attached to this proxy statement/prospectus as Annex E, before voting on this proposal.

For additional information, see “The Incentive Award Plan Proposal” section of this proxy statement/prospectus.

The Adjournment Proposal

If based on the tabulated vote, there are not sufficient votes at the time of the general meeting to authorize Double Eagle to consummate the business combination (because any of the condition precedent proposals have not been approved (including as a result of the failure of any other cross-conditioned condition precedent proposals to be approved)) or Double Eagle determines that one or more of the closing conditions under the Stock Purchase Agreement has not been satisfied, Double Eagle’s board of directors may submit a proposal to adjourn the general meeting to a later date or dates, if necessary, to permit further solicitation of proxies.

For additional information, see “The Adjournment Proposal” section of this proxy statement/prospectus.

Date, Time and Place of General Meeting of Double Eagle’s Shareholders

The general meeting will be held at 9:30 a.m., Eastern Time, on November 16, 2017, at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, New York 10166, to consider and vote upon the proposals to be put to the general meeting, including if necessary, the adjournment proposal.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the general meeting if they owned ordinary shares at the close of business on October 30, 2017, which is the record date for the general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have

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voting rights. On the record date, there were 62,204,329 ordinary shares outstanding, of which 49,704,329 were public shares (being 50,000,000 public shares issued in our initial public offering as reduced by the redemption of 295,671 public shares in connection with the Extension Meeting) with the rest being held by our initial shareholders.

Quorum and Vote of Double Eagle Shareholders

A quorum of Double Eagle shareholders is necessary to hold a valid meeting. A quorum will be present at the Double Eagle general meeting if a majority of the outstanding shares entitled to vote at the general meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.

As of the record date for the general meeting, 31,102,165 ordinary shares would be required to achieve a quorum.

In connection with our initial public offering, our initial shareholders (consisting of our Sponsor, Harry E. Sloan and our independent directors at the time of our initial public offering) entered into letter agreements to vote their founder shares, as well as any public shares purchased during or after our initial public offering, in favor of the business combination proposal and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the date hereof, our Sponsor and our independent directors own 20.0% of our total outstanding common shares.

The proposals presented at the general meeting require the following votes:

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.

Redemption Rights

Pursuant to Double Eagle’s Existing Organizational Documents, a public shareholder may request that Double Eagle redeem all or a portion of their public shares (which would become shares of WSC Class A

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common stock in the domestication) for cash if the business combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct them to do so. Public shareholder may elect to redeem all or a portion of their public shares even if they vote for the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its public shares to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, Double Eagle will redeem each Class A share into which such public share converted upon the domestication for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the business combination, including interest, less income taxes payable, divided by the number of then outstanding public shares. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed ordinary shares for cash and will no longer own such shares. See “Extraordinary General Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

In order for public shareholders to exercise their redemption rights in respect of the proposed business combination, public shareholders must properly exercise their right to redeem the public shares that you will hold upon the domestication no later than the close of the vote on the business combination proposal and deliver their ordinary shares (either physically or electronically) to Continental Stock Transfer & Trust Company, Double Eagle’s transfer agent, prior to 9:30 a.m., Eastern Time, on November 14, 2017. Therefore, the exercise of redemption rights occurs prior to the domestication. For the purposes of Article 48.3 of the amended and restated memorandum and articles of association of Double Eagle and the Cayman Islands Companies Law, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/prospectus shall be interpreted accordingly. Immediately following the domestication and the consummation of the business combination, WSC shall satisfy the exercise of redemption rights by redeeming the public shares issued to the public shareholders that validly exercised their redemption rights.

Holders of our warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

Neither Double Eagle shareholders nor Double Eagle warrantholders have appraisal rights in connection with the business combination or the domestication under the Cayman Islands Companies Law or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Double Eagle has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

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If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting — Revoking Your Proxy.”

Interests of Double Eagle’s Directors and Officers in the Business Combination

When you consider the recommendation of Double Eagle’s board of directors in favor of approval of the business combination proposal, you should keep in mind that Double Eagle’s initial shareholders, including its directors and executive officers, have interests in such proposal that are different from, or in addition to those of Double Eagle shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

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At any time prior to the general meeting, during a period when they are not then aware of any material nonpublic information regarding Double Eagle or its securities, the Double Eagle initial shareholders, Williams Scotsman and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Double Eagle’s ordinary shares or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of that (i) the proposals presented to shareholders for approval at the general meeting are approved and/or (ii) that Double Eagle satisfy the minimum cash condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the business combination. This may result in the completion of our business combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Double Eagle initial shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on Double Eagle’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the general meeting. Moreover, any such purchases may make it less likely that holders of no more than 25 million public shares elect to redeem their public shares in connection with the business combination.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the general meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Double Eagle will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of the Double Eagle directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Double Eagle and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the

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sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of Double Eagle’s Directors and Officers in the Business Combination” for a further discussion of this and other risks.

Recommendation to Shareholders

Double Eagle’s board of directors believes that the business combination proposal and the other proposals to be presented at the general meeting are in the best interest of Double Eagle’s shareholders and unanimously recommends that its shareholders vote “FOR” the business combination proposal, “FOR” the domestication proposal, “FOR” each of the separate organizational documents proposals, “FOR” the stock issuance proposal, “FOR” the incentive award plan proposal and “FOR” the adjournment proposal, in each case, if presented to the general meeting.

The existence of financial and personal interests of Double Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Double Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Double Eagle’s Directors and Officers in the Business Combination” for a further discussion.

Conditions to the Closing of the Business Combination

Unless waived by the parties to the Stock Purchase Agreement, and subject to applicable law, the consummation of the business combination is subject to a number of conditions set forth in the Stock Purchase Agreement including, among others, receipt of gross proceeds of at least $490 million of debt financing and an equity investment in an amount equal to the Closing Date Commitment and the requisite shareholder approvals contemplated by this proxy statement/prospectus. For more information about conditions to the consummation of the business combination, see “The Business Combination Proposal — The Stock Purchase Agreement — Conditions to the Closing of the Business Combination.”

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the business combination. Where actual amounts are not known or knowable, the figures below represent Double Eagle’s good faith estimate of such amounts assuming a closing as of the indicated date.

(U.S. dollars in thousands)
Sources						Uses
Debt Financing(1)		$	490,000				Purchase of Williams Scotsman	(5)		$	1,021,500
Trust Account(2)		$	500,000				Algeco Group Rollover Equity	(4)		$	78,500
Equity Commitment(3)		$	306,500				Cash on balance sheet	(2)		$	225,000
Algeco Group Rollover Equity(4)		$	78,500				Fees and expenses	(6)		$	50,000
Total sources		$	1,375,000				Total uses			$	1,375,000

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U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the domestication, an exercise of redemption rights and the business combination, please see “U.S. Federal Income Tax Considerations.”

Anticipated Accounting Treatment

The Business Combination

The business combination will be accounted for as a reverse acquisition under the purchase method of accounting, with WSII being treated as the accounting acquirer. Consequently, WSII’s consolidated financial statements will become the historical financial statements of the registrant following consummation of the business combination, with the transaction treated as a recapitalization of WSII.

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Double Eagle as a result of domestication. The business, capitalization, assets and liabilities and financial statements of WSC immediately following the domestication will be the same as those of Double Eagle immediately prior to the domestication.

Comparison of Corporate Governance and Shareholder Rights

The domestication will change Double Eagle’s jurisdiction of incorporation from the Cayman Islands to Delaware and, as a result, Double Eagle’s organizational documents will change and will be governed by the DGCL rather than Cayman Islands Companies Law. There are differences between Cayman Islands corporate law, which currently governs Double Eagle, and Delaware corporate law, which will govern WSC following the domestication. Additionally, there are differences between the new organizational documents of WSC and the current constitutional documents of Double Eagle.

For a summary of the material differences among the rights of holders of WSC common stock and holders of ordinary shares, see “Comparison of Corporate Governance and Shareholder Rights.”

Regulatory Matters

The business combination is not subject to any additional federal or state regulatory requirements or approvals, except for filings with the Cayman Islands and the State of Delaware necessary to effectuate the transactions contemplated by the Stock Purchase Agreement.

Risk Factors

In evaluating the proposals to be presented at the general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

Sources of Industry and Market Data

Where information has been sourced from a third party, the source of such information has been identified.

Unless otherwise indicated, the information contained in this document on the market environment, market developments, growth rates, market trends and competition in the markets in which Double Eagle and Williams Scotsman operate is taken from publicly available sources, including third-party sources, or reflects Double Eagle’s, or Williams Scotsman’s estimates that are principally based on information from publicly available sources.

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Emerging Growth Company

Double Eagle is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“SOX”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. Double Eagle intends to take advantage of the benefits of this extended transition period. This may make comparison of Double Eagle’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Double Eagle will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of its initial public offering, (b) in which it has total annual gross revenue of at least $1.0 billion, or (c) in which it is deemed to be a large accelerated filer, which means the market value of its Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30^th, and (2) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF DOUBLE EAGLE

Double Eagle is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the business combination.

Double Eagle’s statement of operations data for the year ended December 31, 2016 and the period from June 26, 2015 (date of inception) to December 31, 2015 and balance sheet data as of December 31, 2016 and 2015 are derived from Double Eagle’s audited financial statements included elsewhere in this proxy statement/prospectus. Double Eagle’s statement of operations data for the six months ended June 30, 2017 and 2016 and balance sheet data as of June 30, 2017 are derived from Double Eagle’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with Double Eagle’s consolidated financial statements and related notes and “Double Eagle’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Double Eagle.

		Six Months Ended June 30, 2017				Six Months Ended June 30, 2016				Year Ended December 31, 2016				Period from June 26, 2015 (date of Inception) to December 31, 2015
Statement of Operations Data
Revenue		$	—			$	—			$	—			$	—
General and administrative expenses			1,202,906				405,025				688,567				110,490
Loss from operations			(1,202,906	)			(405,025	)			(688,567	)			(110,490	)
Interest on Trust Account			1,322,167				499,485				1,251,227				89,682
Net income (loss) attributable to ordinary shares		$	119,261			$	94,460			$	562,660			$	(20,808	)
Weighted average ordinary shares outstanding
Basic			14,787,471				14,855,890				14,845,029				13,832,830
Diluted			62,500,000				62,500,000				62,500,000				13,832,830
Net income (loss) per ordinary share
Basic		$	0.01			$	0.01			$	0.05			$	0.00
Diluted		$	0.00			$	0.00			$	0.01			$	0.00

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		As of June 30, 2017				As of December 31, 2016				As of December 31, 2015
		(unaudited)
Balance Sheet Data
ASSETS:
Current assets:
Cash and cash equivalents		$	22,490			$	188,063			$	1,007,861
Prepaid expenses			21,842				73,441				—
Total current assets			44,332				261,504				1,007,861
Cash and investments held in Trust Account			502,663,076				501,340,910				500,089,682
Total assets		$	502,707,408			$	501,602,414			$	501,097,543
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable		$	831,407			$	75,671			$	133,460
Advances from Sponsor			230,000				—				—
Total current liabilities			1,061,407				75,671				133,460
Deferred underwriting compensation			19,500,000				19,500,000				19,500,000
Total liabilities			20,561,407				19,575,671				19,633,460
Class A Ordinary shares subject to possible redemption; 47,714,600 shares, 47,702,674 and 47,646,408 shares at June 30, 2017, December 31, 2016 and December 31, 2015, respectively			477,146,000				477,026,740				476,464,080
Shareholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding			—				—				—
Class A ordinary shares, $0.0001 par value; 380,000,000 Class A ordinary shares authorized, 2,285,400, 2,297,326 and 2,353,592 Class A shares issued and outstanding (excluding 47,714,600, 47,702,674 and 47,646,408 shares, respectively subject to possible redemption) at June 30, 2017, December 31, 2016 and December 31, 2015, respectively			229				230				235
Class B ordinary shares, $0.0001 par value, 20,000,000 Class B ordinary shares authorized; 12,500,000 Class B shares issued and outstanding at June 30, 2017, December 31, 2016 and December 31, 2015			1,250				1,250				1,250
Additional paid-in capital			4,337,409				4,456,671				5,019,326
Retained earnings			661,113				541,852				(20,808	)
Total shareholders’ equity			5,000,001				5,000,003				5,000,003
Total liabilities and shareholders’ equity		$	502,707,408			$	501,602,414			$	501,097,543

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SELECTED HISTORICAL FINANCIAL INFORMATION OF WSII

The following table shows selected historical financial information of WSII for the periods and as of the dates indicated.

The selected historical financial information of WSII as of and for the years ended December 31, 2016, 2015 and 2014 was derived from the audited historical consolidated financial statements of WSII included elsewhere in this proxy statement/prospectus. The selected historical interim financial information of WSII as of June 30, 2017 and for the six months ended June 30, 2017 and 2016 was derived from the unaudited interim consolidated financial statements of WSII included elsewhere in this proxy statement/prospectus.

The following selected historical financial information should be read together with the consolidated financial statements and accompanying notes and “WSII’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace WSII’s consolidated financial statements and the related notes. WSII’s historical results are not necessarily indicative of WSII’s future results, and WSII’s results as of and for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

As explained elsewhere in this proxy statement/prospectus, the financial information in this section relates to WSII, prior to and without giving effect to the Carve-Out Transaction. See “Summary of the Proxy Statement/Prospectus — The Parties to the Business Combination — Williams Scotsman International, Inc.” and “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.

		Six Months Ended June 30,								Year Ended December 31,
		2017				2016				2016				2015				2014
		(Unaudited)
		(in thousands)
Statement of Operations Data:
Revenues:
Modular leasing		$	141,941			$	142,595			$	283,550			$	300,212			$	308,888
Modular delivery and installation			41,953				40,134				81,892				83,103				83,364
Remote accommodations			58,565				82,245				149,467				181,692				139,468
Sales:
New units			14,882				18,938				39,228				54,359				87,874
Rental units			10,622				11,279				21,942				15,661				24,825
Total revenues			267,963				295,191				576,079				635,027				644,419
Costs:
Modular leasing			40,442				36,052				75,516				80,081				78,864
Modular delivery and installation			40,472				36,956				75,359				77,960				73,670
Remote accommodations			24,738				27,095				51,145				73,106				67,368
Sales:
New units			10,486				13,778				27,669				43,626				69,312
Rental units			6,283				4,524				10,894				10,255				16,760
Depreciation on rental equipment			46,736				53,792				105,281				108,024				89,597
Gross profit			98,806				122,994				230,215				241,975				248,848
Expenses:
Selling, general and administrative expenses			70,944				78,012				152,976				152,452				161,966
Other depreciation and amortization			6,339				7,080				14,048				28,868				32,821
Impairment losses on goodwill			—				—				5,532				115,940				—
Impairment losses on intangibles			—				—				—				2,900				—

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		Six Months Ended June 30,								Year Ended December 31,
		2017				2016				2016				2015				2014
		(Unaudited)
		(in thousands)
Impairment losses on rental equipment			—				—				—				—				2,849
Restructuring costs			1,738				1,522				2,810				9,185				681
Currency losses, net			(8,549	)			4,722				13,098				12,122				17,557
Change in fair value of contingent consideration			—				—				(4,581	)			(50,500	)			48,515
Other expense, net			601				371				1,437				1,160				1,002
Operating income (loss)			27,733				31,287				44,895				(30,152	)			(16,543	)
Interest expense			55,988				47,769				97,017				92,817				92,446
Interest income			(6,093	)			(5,241	)			(10,228	)			(9,778	)			(9,529	)
Loss on extinguishment of debt			—				—				—				—				2,324
Loss before income tax			(22,162	)			(11,241	)			(41,894	)			(113,191	)			(101,784	)
Income tax benefit			(6,087	)			(3,263	)			(10,958	)			(41,604	)			(13,177	)
Net loss		$	(16,075	)		$	(7,978	)		$	(30,936	)		$	(71,587	)		$	(88,607	)
Basic and diluted loss per share		$	(12.61	)		$	(6.26	)		$	(24.26	)		$	(56.15	)		$	(69.50	)
Cash Flow Data:
Net cash provided by operating activities		$	24,124			$	37,783			$	58,731			$	119,865			$	175,042
Net cash used in investing activities		$	(111,393	)		$	(8,884	)		$	(30,236	)		$	(193,159	)		$	(142,528	)
Net cash provided by (used in) financing activities		$	86,845			$	(26,830	)		$	(31,394	)		$	76,758			$	(37,044	)
Other Financial Data:
Adjusted EBITDA(1)		$	75,222			$	106,311			$	190,952			$	204,291			$	181,421
Adjusted Gross Profit(1)		$	145,542			$	176,786			$	335,496			$	349,999			$	338,445

		Six Months Ended June 30, 2017				Year Ended December 31,
						2016				2015
		(Unaudited)
Balance Sheet Data:
Cash and cash equivalents		$	5,992			$	6,162			$	9,302
Notes due from affiliates		$	332,793			$	256,625			$	269,888
Rental equipment, net		$	1,013,206			$	1,004,517			$	1,052,863
Total assets		$	1,799,069			$	1,699,450			$	1,785,713
Total debt, including current		$	703,447			$	685,436			$	720,804
Total due to affiliates, including current		$	755,141			$	677,240			$	661,520
Stockholders’ equity		$	12,839			$	23,131			$	55,350

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The following table presents a reconciliation of WSII’s consolidated net loss to EBITDA and Adjusted EBITDA:

		Six months ended June 30,								Year Ended December 31,
		2017				2016				2016				2015				2014
Net loss		$	(16,075	)		$	(7,978	)		$	(30,936	)		$	(71,587	)		$	(88,607	)
Income tax benefit			(6,087	)			(3,263	)			(10,958	)			(41,604	)			(13,177	)
Interest expense, net			49,895				42,528				86,789				83,039				82,917
Depreciation and amortization			53,075				60,872				119,329				136,892				122,418
EBITDA			80,808				92,159				164,224				106,740				103,551
Currency (gains) losses, net			(8,549	)			4,722				13,098				12,122				17,557
Change in fair value of contingent considerations			—				31				(4,581	)			(50,500	)			48,515
Goodwill and other impairment charges			—				—				5,532				118,840				2,849
Restructuring costs			1,738				1,522				2,810				9,185				681
Loss on extinguishment of debt			—				—				—				—				2,324
Other expense			1,225				7,877				9,869				7,904				5,944
Adjusted EBITDA		$	75,222			$	106,311			$	190,952			$	204,291			$	181,421

The following table presents a reconciliation of WSII’s gross profit to Adjusted Gross Profit:

		Six Months Ended June 30,								Year Ended December 31,
		2017				2016				2016				2015				2014
Gross profit		$	98,806			$	122,994			$	230,215			$	241,975			$	248,848
Depreciation on rental equipment			46,736				53,792				105,281				108,024				89,597
Adjusted gross profit		$	145,542			$	176,786			$	335,496			$	349,999			$	338,445

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information (the “selected pro forma data”) gives effect to the business combination between Double Eagle and WSII, the impact of removing certain businesses included in the historical WSII financial statements that will be retained by the Algeco Group and the debt financing and extinguishment of certain existing WSII debt described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The business combination between Double Eagle and WSII will be accounted for similar to that of a capital infusion as the only pre-combination asset of Double Eagle is cash held in the Trust Account. The selected unaudited pro forma condensed combined balance sheet data as of June 30, 2017 gives effect to the business combination and financing activities described above as if they had occurred on June 30, 2017. The selected unaudited pro forma condensed combined statement of operations data for the six months ended June 30, 2017 and for the year ended December 31, 2016 give effect to the business combination and financing activities described above as if they had occurred on January 1, 2016.

The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “pro forma financial statements”) of Double Eagle and WSII appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial statements. In addition, the pro forma financial statements were based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of each of Double Eagle and WSII for the applicable periods included in this proxy statement/prospectus. The selected pro forma data have been presented for informational purposes only and are not necessarily indicative of what Double Eagle’s and WSII’s financial position or results of operations actually would have been had the business combination been completed as of the dates indicated. In addition, the selected pro forma data do not purport to project the future financial position or operating results of Double Eagle and WSII.

		For the Six Months Ended June 30, 2017				For the Year Ended December 31, 2016
		(in thousands, except share and per share data)
Selected Unaudited Pro Forma Condensed Combined Statement of Operations
Revenue		$	209,693			$	427,500
Net (loss) per share – basic and diluted		$	(0.28	)		$	(0.11	)
Weighted average shares outstanding – basic and diluted*			81,585,417				81,585,417

		As of June 30, 2017
		No Redemption Scenario				Maximum Redemption Scenario
		(in thousands)
Selected Unaudited Pro Forma Combined Balance Sheet Data
Total assets		$	1,421,005			$	1,321,005
Total liabilities		$	767,086			$	767,086
Total equity		$	653,919			$	553,919

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COMPARATIVE PER SHARE DATA

The following table sets forth selected historical equity ownership information for Double Eagle and WSII and unaudited pro forma condensed consolidated combined per share ownership information of Double Eagle and WSII after giving effect to the business combination, assuming two redemption scenarios as follows:

The book value per share reflects the business combination as if it had occurred on June 30, 2017. The net income (loss) per share information reflects the business combination as if it had occurred at the beginning of the period.

The historical information should be read in conjunction with the sections entitled “Selected Historical Financial Information of Double Eagle” and “Selected Historical Financial Information of WSII” and the historical consolidated and combined financial statements of Double Eagle and WSII and the related notes thereto included in this proxy statement/prospectus. The unaudited pro forma condensed consolidated combined per share data are presented for illustrative purposes only and are not necessarily indicative of actual or future financial position or results of operations that would have been realized if the business combination had been completed as of the date indicated or will be realized upon the completion of the business combination. The historical information contained in the following table for the six months ended June 30, 2017 should be read in conjunction with Double Eagle’s and WSII’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2017 and the related notes included elsewhere herein. The historical information contained in the following table for the year ended December 31, 2016 should be read in conjunction with Double Eagle’s and WSII’s audited consolidated statement of operations for the year ended December 31, 2016 and the related notes included elsewhere herein.

										Combined Pro Forma
		Double Eagle				WSII				Assuming No Redemptions				Assuming Maximum Redemptions
		(in thousands, except share and per share amounts)
As of and for the Six Months Ended June 30, 2017 (Unaudited)
Book value per share(1)		$	0.08			$	10.07			$	8.02			$	7.64
Weighted average shares outstanding – basic and diluted			14,787,471				1,275				81,585,417				72,486,478
Net income (loss) per share – basic and diluted		$	0.01			$	(12,608	)		$	(0.11	)		$	(0.12	)
As of and for the Year Ended December 31, 2016
Weighted average shares outstanding – basic			14,845,629				1,275				81,585,417				72,486,478
Weighted average shares outstanding – diluted			62,500,000				1,275				81,585,417				72,486,478
Net income (loss) per share – basic		$	0.05			$	(24,260	)		$	(0.28	)		$	(0.31	)
Net income (loss) per share – diluted		$	0.01			$	(24,260	)		$	(0.28	)		$	(0.31	)

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MARKET PRICE AND DIVIDEND INFORMATION

Double Eagle

Market Price of Units, Ordinary Shares and Warrants

Double Eagle’s units, ordinary shares and warrants are currently listed on The Nasdaq Capital Market under the symbols “EAGLU,” “EAGL” and “EAGLW,” respectively.

The following table sets forth the high and low sales prices for Double Eagle’s units, ordinary shares and warrants for the periods indicated since the units began public trading on September 11, 2015 and Double Eagle’s ordinary shares and warrants began public trading on November 5, 2015.

The closing price of Double Eagle’s units, ordinary shares and warrants on August 18, 2017, the last trading day before announcement of the execution of the Stock Purchase Agreement, was $10.40, $10.05 and $0.38, respectively. As of October 30, 2017, the record date, the most recent closing price for each unit, ordinary shares and warrant of Double Eagle was $10.67, $10.05 and $0.67, respectively.

		Units								Ordinary shares								Warrants
		High				Low				High				Low				High				Low
2015
September 2015			10.33				10.00				—	(1)			—	(1)			—	(1)			—	(1)
October 2015			10.40				10.02				—	(1)			—	(1)			—	(1)			—	(1)
November 2015			10.40				10.00				10.05				9.60				0.75				0.36
December 2015			10.14				9.90				9.73				9.53				0.75				0.30
2016
January 2016			10.14				9.81				10.50				9.50				0.88				0.21
February 2016			10.25				9.85				9.87				9.52				0.50				0.39
March 2016			10.30				9.85				9.78				9.59				0.50				0.37
April 2016			10.30				9.85				9.78				9.65				0.47				0.35
May 2016			10.18				9.85				9.75				9.64				0.40				0.22
June 2016			10.15				9.82				9.79				9.57				0.30				0.20
July 2016			10.25				9.72				9.79				9.70				0.32				0.23
August 2016			10.23				9.85				9.83				9.70				0.42				0.28
September 2016			10.30				10.06				9.95				9.75				0.42				0.35
October 2016			10.37				10.12				10.11				9.75				0.47				0.35
November 2016			10.50				10.23				9.95				9.80				0.47				0.38
December 2016			10.50				10.29				9.95				9.85				0.49				0.32
2017
January 2017			10.57				10.30				10.05				9.90				0.54				0.36
February 2017			10.60				10.26				10.05				9.95				0.55				0.47
March 2017			10.60				10.35				10.20				9.99				0.61				0.43
April 2017			10.63				10.41				10.15				10.00				0.59				0.47
May 2017			10.52				10.40				10.00				10.00				0.55				0.37
June 2017			10.75				10.30				10.05				9.95				0.52				0.40
July 2017			10.75				10.37				10.05				9.95				0.53				0.43
August 2017			10.62				10.35				10.10				9.95				0.60				0.34
September 2017			11.61				10.53				10.15				10.00				0.79				0.51
October 2017			10.75				10.58				10.10				10.00				0.75				0.56
November 2017 (through November 3, 2017)			12.25				10.69				10.10				10.00				0.80				0.68

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Holders

As of November 3, 2017, there was one holder of record of our units, one holder of record of our Class A ordinary shares, five holders of record of our Class B ordinary shares and nine holders of record of our warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

Double Eagle has not paid any cash dividends on its ordinary shares to date and does not intend to pay any cash dividends prior to the completion of the business combination. The payment of cash dividends in the future will be dependent upon WSC’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of WSC’s board of directors at such time.

WSII

Market Price of Common Stock

Historical market price information for WSII is not provided because there is no public market for WSII’s shares of common stock. See “WSII Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

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RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. Except as otherwise specifically indicated, the risk factors under “Risks Relating to Williams Scotsman’s Business” reflect the risks associated with the Williams Scotsman business after giving effect to the Carve-Out Transaction. These risks could have a material adverse effect on the business, results of operations or financial condition of WSC and could adversely affect the trading price of its common stock.

Risks Relating to Williams Scotsman’s Business

Williams Scotsman faces significant competition in the modular space and portable storage unit industry. If Williams Scotsman is unable to compete successfully, it could lose customers and its revenue and profitability could decline.

Although Williams Scotsman’s competition varies significantly by market, the modular space and portable storage unit industry, in general, is highly competitive. Williams Scotsman competes on the basis of a number of factors, including equipment availability, quality, price, service, reliability, appearance, functionality and delivery terms. Williams Scotsman may experience pricing pressures in its operations in the future as some of its competitors seek to obtain market share by reducing prices. Williams Scotsman may also face reduced demand for its products and services if its competitors are able to provide new or innovative products or services that better appeal to its potential customers. In each of its current markets, Williams Scotsman faces competition from national, regional and local companies who have an established market position in the specific service area. Williams Scotsman expects to encounter similar competition in any new markets that it may enter. Some of its competitors may have greater market share, less indebtedness, greater pricing flexibility, more attractive product or service offerings or superior marketing and financial resources. Increased competition could result in lower profit margins, substantial pricing pressure and reduced market share. Price competition, together with other forms of competition, may materially adversely affect Williams Scotsman’s business, results of operations and financial condition.

Effective management of Williams Scotsman’s rental equipment is vital to its business.

Williams Scotsman’s rental equipment has a long economic life and managing this equipment is a critical element to its lease business. Rental equipment asset management requires designing and building the product for a long life that anticipates the needs of Williams Scotsman’s customers and changes in legislation, regulations, building codes and local permitting in the various markets in which it operates. In addition, Williams Scotsman must successfully maintain and repair this equipment cost-effectively to maximize the economic life of the products and the proceeds received from the sale of such products. As the needs of its customers change, Williams Scotsman may need to incur costs to relocate or retrofit its lease assets to better meet shifts in demand. If the distribution of its lease assets is not aligned with regional demand, Williams Scotsman may be unable to take advantage of sales and lease opportunities despite excess inventory in other regions. If Williams Scotsman is not able to successfully manage its lease assets, its business, results of operations and financial condition may be materially adversely affected.

Failure to properly design, manufacture, repair and maintain its rental equipment may result in impairment charges, potential litigation and reduction of Williams Scotsman’s operating results and cash flows.

The economic life of Williams Scotsman’s rental units can exceed 20 years, with a residual value that varies depending on product type and location. However, proper design, manufacture, repairs and maintenance of rental equipment during ownership is required for the product to reach its estimated economic life with such residual value. If Williams Scotsman does not appropriately manage the design, manufacture, repair and maintenance of its rental equipment, delays or defers such repair or maintenance or suffers unexpected losses of rental equipment due to theft or obsolescence, Williams Scotsman may be required to incur impairment charges for equipment that is beyond economic repair or incur significant capital expenditures to acquire new rental equipment to serve demand. In addition, these failures may result in personal injury or property damage

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claims, including claims based on poor indoor air quality, and termination of leases or contracts by customers. Costs of contract performance, potential litigation and profits lost from termination could accordingly materially adversely affect Williams Scotsman’s future operating results and cash flows.

WSII’s operations are and Williams Scotsman’s operations will be exposed to operational, economic, political and regulatory risks.

As of June 30, 2017, WSII operated in the United States, Canada and Mexico. For the six months ended June 30, 2017, approximately 90.6%, 7.1%, and 2.3%, respectively, of WSII’s revenue was generated in the United States (excluding Alaska), Canada (including Alaska), and Mexico, respectively. The operations in these countries could be affected by foreign and international economic, political and regulatory risks. These risks include:

These and other risks could have a material adverse effect on Williams Scotsman’s business, results of operations and financial condition.

Changes in state building codes could adversely impact Williams Scotsman’s ability to remarket its buildings, which would have a material impact on its business, financial condition and results of operations.

Building codes are generally reviewed, debated and, in certain cases, modified on a national level every three years as an ongoing effort to keep the regulations current and improve the life, safety and welfare of the building’s occupants. All aspects of a given code are subject to change including, but not limited to, such

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items as structural specifications for earthquake safety, energy efficiency and environmental standards, fire and life safety, transportation, lighting and noise limits. On occasion, state agencies have undertaken studies of indoor air quality and noise levels with a focus on permanent and modular classrooms.

This process leads to a systematic change that requires engagement in the process and recognition that past methods will not always be accepted. New modular construction is very similar to conventional construction where newer codes and regulations generally increase cost. New governmental regulations may increase our acquisition costs of new rental equipment, as well as increase our costs to refurbish existing equipment.

Compliance with building codes and regulations entails risk as state and local government authorities do not necessarily interpret building codes and regulations in a consistent manner, particularly where applicable regulations may be unclear and subject to interpretation. These regulations often provide broad discretion to governmental authorities that oversee these matters, which can result in unanticipated delays or increases in the cost of compliance in particular markets. The construction and modular industries have developed many “best practices” which are constantly evolving. Some of Williams Scotsman’s peers and competitors may adopt practices that are more or less stringent than ours. When, and if, regulatory standards are clarified, the effect of the clarification may be to impose rules on Williams Scotsman’s business and practices retroactively, at which time, it may not be in compliance with such regulations and it may be required to incur costly remediation. If Williams Scotsman is unable to pass these increased costs on to its customers, its business, financial condition, operating cash flows and results of operations could be negatively impacted.

Global or local economic movements could have a material adverse effect on Williams Scotsman’s business.

Williams Scotsman operates its business in the United States, Canada and Mexico. Williams Scotsman’s business may be negatively impacted by economic movements or downturns in the local markets in which it operates or global markets generally. These adverse economic conditions may reduce commercial activity, cause disruption and extreme volatility in global financial markets and increase rates of default and bankruptcy. Reduced commercial activity has historically resulted in reduced demand for Williams Scotsman’s products and services. For example, reduced commercial activity in the construction, energy and natural resources sectors in certain markets in which Williams Scotsman operates, particularly the United States and Canada, has negatively impacted its business. Disruptions in financial markets could negatively impact the ability of Williams Scotsman’s customers to pay their obligations to it in a timely manner and increase Williams Scotsman’s counterparty risk. If economic conditions worsen, Williams Scotsman may face reduced demand and an increase, relative to historical levels, in the time it takes to receive customer payments. If Williams Scotsman is not able to adjust its business in a timely and effective manner to changing economic conditions, its business, results of operations and financial condition may be materially adversely affected.

Global capital and credit markets conditions could materially adversely affect Williams Scotsman’s ability to access the capital and credit markets or the ability of key counterparties to perform their obligations to Williams Scotsman.

Although Williams Scotsman believes the banks participating in the New ABL Facility have adequate capital and resources, Williams Scotsman can provide no assurance that all of those banks will continue to operate as a going concern in the future. If any of the banks in Williams Scotsman’s lending group were to fail, it is possible that the borrowing capacity under the New ABL Facility would be reduced. Further, practical, legal and tax limitations may also limit Williams Scotsman’s ability to access the cash available to certain businesses within its group to service the working capital needs of other businesses within its group. In the event that the availability under the New ABL Facility were reduced significantly, Williams Scotsman could be required to obtain capital from alternate sources in order to finance its capital needs. The options for addressing such capital constraints would include, but would not be limited to, obtaining commitments from the remaining banks in the lending group or from new banks to fund increased amounts under the terms of the New ABL Facility, and accessing the public capital markets. In addition, Williams Scotsman may delay certain capital expenditures to ensure that it maintains appropriate levels of liquidity. If it became necessary to access additional capital, any such alternatives could have terms less favorable than those terms under the New ABL Facility, which could have a material adverse effect on Williams Scotsman’s business, results of operations, financial condition and cash flows.

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In addition, in the future Williams Scotsman may need to raise additional funds to, among other things, refinance existing indebtedness, fund existing operations, improve or expand its operations, respond to competitive pressures or make acquisitions. If adequate funds are not available on acceptable terms, Williams Scotsman may be unable to achieve its business or strategic objectives or compete effectively. Williams Scotsman’s ability to pursue certain future opportunities may depend in part on its ongoing access to debt and equity capital markets. Williams Scotsman cannot assure you that any such financing will be available on terms satisfactory to it or at all. If Williams Scotsman is unable to obtain financing on acceptable terms, it may have to curtail its growth by, among other things, curtailing the expansion of its fleet of units or its acquisition strategy.

Economic disruptions affecting key counterparties could also have a material adverse effect on Williams Scotsman’s business. Williams Scotsman monitors the financial strength of its larger customers, derivative counterparties, lenders and insurance carriers on a periodic basis using publicly-available information in order to evaluate its exposure to those who have or who Williams Scotsman believes may likely experience significant threats to its ability to adequately perform their obligations to it. The information available will differ from counterparty to counterparty and may be insufficient for Williams Scotsman to adequately interpret or evaluate its exposure and/or determine appropriate or timely responses.

If Williams Scotsman does not effectively manage its credit risk, collect on its accounts receivable, or recover its rental equipment from its customers’ sites, it could have a material adverse effect on Williams Scotsman’s business, financial condition and results of operations.

Williams Scotsman performs credit evaluation procedures on its customers on each transaction and requires security deposits or other forms of security from its customers when a significant credit risk is identified. Failure to manage its credit risk and receive timely payments on its customer accounts receivable may result in the write-off of customer receivables and loss of units if Williams Scotsman is unable to recover its rental equipment from its customers’ sites. If Williams Scotsman is not able to manage credit risk, or if a large number of customers should have financial difficulties at the same time, Williams Scotsman’s credit and equipment losses would increase above historical levels. If this should occur, Williams Scotsman’s business, financial condition and results of operations may be materially and adversely affected.

Williams Scotsman’s operations face foreign currency exchange rate exposure, which may materially adversely affect its business, results of operations and financial condition. Williams Scotsman’s revenues, results of operations and cash flows may also be materially and adversely affected by fluctuations in interest rates and commodity prices, including crude oil.

Williams Scotsman holds assets, incurs liabilities, earns revenue and pays expenses in certain currencies other than the U.S. dollar, primarily the Canadian dollar and the Mexican peso. Williams Scotsman’s consolidated financial results are denominated in U.S. dollars and therefore, during times of a strengthening U.S. dollar, its reported revenue in non-U.S. dollar jurisdictions will be reduced because the local currency will translate into fewer U.S. dollars. Revenue and expenses are translated into U.S. dollars at the average exchange rate for the period. In addition, the assets and liabilities of its non-U.S. dollar subsidiaries are translated into U.S. dollars at the exchange rates in effect on the balance sheet date. Foreign currency exchange adjustments arising from certain intra-company obligations with and between Williams Scotsman’s domestic companies and its foreign subsidiaries are marked-to-market and recorded as a non-cash loss or gain in each of its financial periods in its consolidated statements of comprehensive income. Accordingly, changes in currency exchange rates will cause Williams Scotsman’s total comprehensive income to fluctuate. In addition, fluctuations in foreign currency exchange rates will impact the amount of U.S. dollars Williams Scotsman receives when it repatriate funds from its non-U.S. dollar operations.

Williams Scotsman’s borrowings under the New ABL Facility would be variable rate debt. Fluctuations in interest rates may negatively impact the amount of interest payments and, therefore, Williams Scotsman’s future earnings and cash flows, assuming other factors are held constant. Williams Scotsman’s revenues, results of operations and cash flows are also affected by market prices for commodities such as crude oil. Commodity prices generally are affected by a wide range of factors beyond Williams Scotsman’s control, including weather, disease, insect damage, drought, the availability and adequacy of supply, government regulation and policies and general political and economic conditions. At any time, Williams Scotsman’s

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inventory levels and unfulfilled fixed or partially fixed price contract obligations may be substantial. Williams Scotsman has processes in place to monitor exposures to these risks and engage in strategies to manage these risks. If these controls and strategies are not successful in mitigating its exposure to these fluctuations, Williams Scotsman could be materially and adversely affected. Increases in market prices for commodities that Williams Scotsman purchases without a corresponding increase in the price of its products or its sales volume or a decrease in its other operating expenses could reduce its revenues and net income.

Significant increases in raw material and labor costs could increase Williams Scotsman’s operating costs significantly and harm its profitability.

Williams Scotsman incurs labor costs and purchases raw materials, including steel, lumber, siding and roofing, fuel and other products to perform periodic repairs, modifications and refurbishments to maintain physical conditions of its units and in connection with get-ready, delivery and installation of its units. The volume, timing and mix of such work may vary quarter-to-quarter and year-to-year. Generally, increases in labor and raw material costs will increase the acquisition costs of new units and also increase the repair and maintenance costs of Williams Scotsman’s fleet. Williams Scotsman also maintains a truck fleet to deliver units to and return units from its customers, the cost of which is sensitive to maintenance and fuel costs. During periods of rising prices for labor or raw materials, and in particular, when the prices increase rapidly or to levels significantly higher than normal, Williams Scotsman may incur significant increases in its acquisition costs for new units and incur higher operating costs that it may not be able to recoup from customers through changes in pricing, which could have a material adverse effect on its business, results of operations and financial condition.

The estimates and assumptions on which WSII’s financial projections for the Williams Scotsman business are based may prove to be inaccurate, which may cause Williams Scotsman’s or WSC’s future actual results to differ materially from such projections, which may adversely affect Williams Scotsman’s or WSC’s future profitability, cash flows and stock price.

In connection with the transactions contemplated by this proxy statement/prospectus, WSII prepared and the Board of Directors of Double Eagle considered, financial forecasts for the Williams Scotsman business prepared by company management. These projection are dependent on certain estimates and assumptions related to, among other things, growth and development of the business, market share, product pricing, volume and product mix, commodity prices, distribution, cost savings, accruals for estimated liabilities and Williams Scotsman’s ability to generate sufficient cash to reinvest in its existing business, fund internal growth, make acquisitions and meet debt obligations. While the financial projections are based on historical experience and on various other assumptions that WSII management believes to be reasonable under the circumstances and at the time they are made, Williams Scotsman’s actual results may differ materially from these financial projections. The financial projections speak only as of the date prepared and have not been, and will not be, updated. The financial projections are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all or within projected timeframes. Any material variation between WSII’s financial projections and Williams Scotsman’s actual results may adversely affect the future profitability, cash flows and stock price of WSC.

Third parties may fail to manufacture or provide necessary components for Williams Scotsman’s products properly or in a timely manner.

Williams Scotsman is often dependent on third parties to manufacture or supply components for its products. Williams Scotsman typically does not enter into long-term contracts with third-party suppliers. Williams Scotsman may experience supply problems as a result of financial or operating difficulties or the failure or consolidation of its suppliers. Williams Scotsman may also experience supply problems as a result of shortages and discontinuations resulting from product obsolescence or other shortages or allocations by suppliers. Unfavorable economic conditions may also adversely affect its suppliers or the terms on which it purchases products. In the future, Williams Scotsman may not be able to negotiate arrangements with third parties to secure products that it requires in sufficient quantities or on reasonable terms. If Williams Scotsman cannot negotiate arrangements with third parties to produce its products or if the third parties fail to produce Williams Scotsman’s products to its specifications or in a timely manner, Williams Scotsman’s business, results of operations and financial condition may be materially adversely affected.

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Williams Scotsman is subject to risks associated with labor relations, labor costs and labor disruptions.

Williams Scotsman is subject to the costs and risks generally associated with labor disputes and organizing activities related to unionized labor. From time to time, its operations may be disrupted by strikes, public demonstrations or other coordinated actions and publicity. Williams Scotsman may incur increased legal costs and indirect labor costs as a result of contractual disputes, negotiations or other labor-related disruptions. Operations where Williams Scotsman has collective bargaining agreements with employees accounted for approximately 2.22% of its employees as of June 30, 2017. These operations may be more highly affected by labor force activities than others, and all collective bargaining agreements must be renegotiated annually. Other locations may also face organizing activities or effects. Labor organizing activities could result in additional employees becoming unionized. Furthermore, collective bargaining agreements may limit Williams Scotsman’s ability to reduce the size of workforces during an economic downturn, which could put it at a competitive disadvantage.

Failure to retain key personnel could impede Williams Scotsman’s ability to execute its business plan and growth strategy.

One of the most important factors in Williams Scotsman’s ability to profitably execute its business plan is its ability to attract, develop and retain qualified personnel. Many of its key executives, managers and employees have knowledge and an understanding of Williams Scotsman’s business and its industry that cannot be readily duplicated and they are the key individuals that interface with customers. In addition, the ability to attract and retain qualified personnel is dependent on the availability of qualified personnel, the impact on the labor supply due to general economic conditions and the ability to provide a competitive compensation package. Failure to retain key personnel may materially adversely affect Williams Scotsman’s business, results of operations and financial condition.

In addition, labor shortages, the inability to hire or retain qualified employees nationally, regionally or locally or increased labor costs could have a material adverse effect on Williams Scotsman’s ability to control expenses and efficiently conduct its operations. Williams Scotsman may not be able to continue to hire and retain the sufficiently skilled labor force necessary to operate efficiently and to support its operating strategies. Labor expenses could also increase as a result of continuing shortages in the supply of personnel.

Williams Scotsman is currently part of the Algeco Group and Williams Scotsman has not operated as an independent company since 2007. WSII’s historical financial information is not representative of the results Williams Scotsman would have achieved as a separate, publicly-traded company and may not be a reliable indicator of Williams Scotsman’s future results.

The historical information of WSII refers to Williams Scotsman’s business, without giving effect to the Carve-Out Transaction and as operated by and integrated with the Algeco Group. Accordingly, the historical financial information does not necessarily reflect the financial condition, results of operations or cash flows that Williams Scotsman would have achieved as a separate, publicly-traded company during the periods presented or those that Williams Scotsman will achieve in the future primarily as a result of the factors described below:

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Other significant changes may occur in Williams Scotsman’s cost structure, management, financing and business operations as a result of operating as a company separate from the Algeco Group. For additional information about the past financial performance of WSII, without giving effect to the Carve-Out Transaction or the business combination and the basis of presentation of the historical consolidated financial statements of WSII, see “WSII’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and WSII’s financial statements and accompanying notes included elsewhere in this proxy statement/prospectus.

Williams Scotsman may not be able to successfully acquire and integrate new operations, which could cause its business to suffer.

Williams Scotsman may not be able to successfully complete potential strategic acquisitions for various reasons. Williams Scotsman anticipates that it will consider acquisitions in the future that meet its strategic growth plans. Williams Scotsman cannot predict whether or when acquisitions will be completed, and it may face significant competition for certain acquisition targets. Acquisitions that are completed involve numerous risks, including the following:

In connection with acquisitions Williams Scotsman may assume liabilities or acquire damaged assets, some of which may be unknown at the time of such acquisitions; record goodwill and non-amortizable

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intangible assets that will be subject to future impairment testing and potential periodic impairment charges; or incur amortization expenses related to certain intangible assets.

The condition and regulatory certification of any fleet acquired is assessed as part of the acquisition due diligence. In some cases, fleet condition or regulatory certification may be difficult to determine due to fleet being on lease at the time of acquisition and/or inadequate certification records. Fleet acquisitions may therefore result in a rectification cost which may not have been factored into the acquisition price, impacting deployability and ultimate profitability of the fleet acquired.

Acquisitions are inherently risky, and no assurance can be given that Williams Scotsman’s future acquisitions will be successful or will not materially adversely affect its business, results of operations and financial condition. If Williams Scotsman does not manage new markets effectively, some of its new branches and acquisitions may lose money or fail, and Williams Scotsman may have to close unprofitable branches. Closing a branch in such circumstances would likely result in additional expenses that would cause Williams Scotsman’s operating results to suffer. To successfully manage growth, Williams Scotsman will need to continue to identify additional qualified managers and employees to integrate acquisitions within its established operating, financial and other internal procedures and controls. Williams Scotsman will also need to effectively motivate, train and manage its employees. Failure to successfully integrate recent and future acquisitions and new branches into existing operations could materially adversely affect Williams Scotsman’s results of operations and financial condition.

If Williams Scotsman determines that its goodwill and intangible assets have become impaired, it may incur impairment charges, which would negatively impact its operating results.

Williams Scotsman has goodwill, which represents the excess of the total purchase price of Williams Scotsman’s acquisitions over the fair value of the assets acquired, and other intangible assets. As of June 30, 2017, Williams Scotsman had approximately $58.9 million and $125.0 million of goodwill and other intangible assets, net, respectively, in its statement of financial position, which would represent approximately 4.1% and 8.8% of total assets in the minimum redemption scenario, respectively. Williams Scotsman is required to review goodwill and intangible assets at least annually for impairment. In the event impairment is identified, a charge to earnings would be recorded. Impairment may result from significant changes in the manner of use of the acquired asset, negative industry or economic trends and significant underperformance relative to historic or projected operating results.

Williams Scotsman recorded impairment charges of $5.5 million in 2016. These charges represent non-cash impairment charges of certain of Williams Scotsman’s operations recognized in connection with its annual goodwill and intangible asset impairment testing. Any additional impairment charges in the future could adversely affect Williams Scotsman’s business, results of operations and financial condition.

Williams Scotsman may be unable to recognize deferred tax assets such as those related to its tax loss carryforwards and, as a result, lose future tax savings, which could have a negative impact on its liquidity and financial position.

Williams Scotsman recognizes deferred tax assets primarily related to deductible temporary differences based on its assessment that the item will be utilized against future taxable income and the benefit will be sustained upon ultimate settlement with the applicable taxing authority. Such deductible temporary differences primarily relate to tax loss carryforwards and deferred interest expense deductions. Tax loss carryforwards arising in a given tax jurisdiction may be carried forward to offset taxable income in future years from such tax jurisdiction and reduce or eliminate income taxes otherwise payable on such taxable income, subject to certain limitations. Deferred interest expense exists primarily within Williams Scotsman’s U.S. operating companies, where interest expense was not previously deductible as incurred but may become deductible in the future subject to certain limitations. Williams Scotsman may have to write down, via a valuation allowance, the carrying amount of certain of the deferred tax assets to the extent it determines it is not probable such deferred tax assets will continue to be recognized.

Some of the tax loss carryforwards expire and if Williams Scotsman does not have sufficient taxable income in future years to use the tax benefits before they expire, the benefit may be permanently lost. In addition, the taxing authorities could challenge Williams Scotsman’s calculation of the amount of its tax

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attributes, which could reduce certain of its recognized tax benefits. In addition, tax laws in certain jurisdictions may limit the ability to use carryforwards upon a change in control.

Williams Scotsman is subject to various laws and regulations including those governing government contracts, corruption and the environment. Obligations and liabilities under these laws and regulations may materially harm Williams Scotsman’s business.

Government Contract Laws and Regulations

Williams Scotsman leases and sells its products to government entities, among other parties, and, as a result, Williams Scotsman is subject to various statutes and regulations that apply to companies doing business with the government. The laws governing government contracts can differ from the laws governing private contracts. For example, many government contracts contain favorable pricing terms and conditions that are not typically included in private contracts, such as clauses that make certain obligations of government entities subject to budget appropriations. Many government contracts can be terminated or modified, in whole or in part, at any time, without penalty, by the government. In addition, failure to comply with these laws and regulations might result in administrative penalties or the suspension of its government contracts or debarment and, as a result, the loss of the related revenue which would harm Williams Scotsman’s business, results of operations and financial condition. Williams Scotsman is not aware of any action contemplated by any regulatory authority related to any possible non-compliance by or in connection with its operations.

Williams Scotsman’s operations are subject to an array of governmental regulations in each of the jurisdictions in which it operates. For example, its activities in the United States are subject to regulation by several federal and state government agencies, including the Occupational Safety and Health Administration (“OSHA”) and by federal and state laws. Williams Scotsman’s operations and activities in other jurisdictions are subject to similar governmental regulations. Similar to conventionally constructed buildings, the modular business industry is also subject to regulations by multiple governmental agencies in each jurisdiction relating to, among others, environmental, zoning and building standards, and health, safety and transportation matters. Noncompliance with applicable regulations, implementation of new regulations or modifications to existing regulations may increase costs of compliance, require a termination of certain activities or otherwise have a material adverse effect on Williams Scotsman’s business, results of operations and financial condition.

Anti-Corruption Laws and Regulations

Williams Scotsman is subject to various anti-corruption laws that prohibit improper payments or offers of payments to foreign governments and their officials by a U.S. person for the purpose of obtaining or retaining business. Williams Scotsman operates in countries that may present a more corruptible business environment than the United States. Such activities create the risk of unauthorized payments or offers of payments by one of Williams Scotsman’s employees or agents that could be in violation of various laws including the U.S. Foreign Corrupt Practices Act (the “FCPA”). Williams Scotsman has implemented safeguards and policies to discourage these practices by its employees and agents. However, existing safeguards and any future improvements may prove to be ineffective and employees or agents may engage in conduct for which Williams Scotsman might be held responsible. If employees violate Williams Scotsman’s policies or Williams Scotsman fails to maintain adequate record-keeping and internal accounting practices to accurately record its transactions it may be subject to regulatory sanctions. Violations of the FCPA or other anti-corruption laws may results in severe criminal or civil sanctions and penalties, including suspension or debarment from U.S. government contracting, and Williams Scotsman may be subject to other liabilities which could have a material adverse effect on its business, results of operations and financial condition. Williams Scotsman is also subject to similar anti-corruption laws in other jurisdictions.

Environmental Laws and Regulations

Williams Scotsman is subject to a variety of national, state, regional and local environmental laws and regulations. Among other things, these laws and regulations impose limitations and prohibitions on the discharge and emission of, and establish standards for the use, disposal and management of, regulated materials and waste, and impose liabilities for the costs of investigating and cleaning up, and damages resulting from, present and past spills, disposals or other releases of hazardous substances or materials. In the ordinary course of business, Williams Scotsman uses and generate substances that are regulated or may be

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hazardous under environmental laws. Williams Scotsman has an inherent risk of liability under environmental laws and regulations, both with respect to ongoing operations and with respect to contamination that may have occurred in the past on its properties or as a result of its operations. From time to time, Williams Scotsman’s operations or conditions on properties that it has acquired, have resulted in liabilities under these environmental laws. Williams Scotsman may in the future incur material costs to comply with environmental laws or sustain material liabilities from claims concerning noncompliance or contamination. Williams Scotsman has no reserves for any such liabilities.

Williams Scotsman cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted, or what environmental conditions may be found to exist at its facilities or at third party sites for which Williams Scotsman may be liable. Enactment of stricter laws or regulations, stricter interpretations of existing laws and regulations or the requirement to undertake the investigation or remediation of currently unknown environmental contamination at its own sites or third party sites may require Williams Scotsman to make additional expenditures, some of which could be material.

Williams Scotsman may be subject to litigation, judgments, orders or regulatory proceedings that could materially harm its business.

Williams Scotsman is subject to claims arising from disputes with customers, employees, vendors and other third parties in the normal course of business. The risks associated with any such disputes may be difficult to assess or quantify and their existence and magnitude may remain unknown for substantial periods of time. If the plaintiffs in any suits against Williams Scotsman were to successfully prosecute their claims, or if it were to settle such suits by making significant payments to the plaintiffs, Williams Scotsman’s business, results of operations and financial condition would be harmed. Even if the outcome of a claim proves favorable to Williams Scotsman, litigation can be time consuming and costly and may divert management resources. To the extent that Williams Scotsman’s senior executives are named in such lawsuits, its indemnification obligations could magnify the costs.

Unanticipated changes in Williams Scotsman’s tax obligations, the adoption of a new tax legislation, or exposure to additional income tax liabilities could affect profitability.

Williams Scotsman is subject to income taxes in the United States, Canada or Mexico. Williams Scotsman’s tax liabilities are affected by the amounts charged for inventory, services, funding, and other intercompany transactions. Williams Scotsman is subject to potential tax examinations in these jurisdictions. Tax authorities may disagree with Williams Scotsman’s intercompany charges, cross-jurisdictional transfer pricing or other tax positions and assess additional taxes. Williams Scotsman regularly assesses the likely outcomes of these examinations in order to determine the appropriateness of its tax provision. However, there can be no assurance that Williams Scotsman will accurately predict the outcomes of these potential examinations, and the amounts ultimately paid upon resolution of examinations could be materially different from the amounts previously included in its income tax provision and, therefore, could have a material impact on its results of operations and cash flows. In addition, Williams Scotsman’s future effective tax rate could be adversely affected by changes to its operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, and the discovery of new information in the course of its tax return preparation process. A number of proposals for broad reform of the corporate tax system in the U.S. are under evaluation at the federal level, but it is not possible to accurately determine the overall impact of such proposals on Williams Scotsman’s effective tax rate at this time. Changes in tax laws or regulations, including multijurisdictional changes enacted in response to the guidelines provided by the Organization for Economic Co-operation and Development to address base erosion and profit sharing, may increase tax uncertainty and adversely affect Williams Scotsman’s results of operations.

Any failure of Williams Scotsman’s management information systems could disrupt its business and result in decreased lease or sale revenue and increase overhead costs.

Williams Scotsman depends on its management information systems to actively manage its lease fleet, control new unit capital spending and provide fleet information, including leasing history, condition and availability of its units. These functions enhance the ability to optimize fleet utilization, rentability and

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redeployment. The failure of Williams Scotsman’s management information systems to perform as anticipated could damage Williams Scotsman’s reputation with its customers, disrupt its business or result in, among other things, decreased lease and sales revenue and increased overhead costs. For example, an inaccurate utilization rate could cause Williams Scotsman to fail to have sufficient inventory to meet consumer demand, resulting in decreased sales. Any such failure could harm Williams Scotsman’s business, results of operations and financial condition. In addition, the delay or failure to implement information system upgrades and new systems effectively could disrupt Williams Scotsman’s business, distract management’s focus and attention from business operations and growth initiatives and increase Williams Scotsman’s implementation and operating costs, any of which could materially adversely affect its operations and operating results.

Like other companies, Williams Scotsman’s information systems may be vulnerable to a variety of interruptions due to events beyond its control, including, but not limited to, telecommunications failures, computer viruses, security breaches (including cyber-attacks) and other security issues. In addition, because Williams Scotsman’s systems contain information about individuals and businesses, the failure to maintain the security of the data Williams Scotsman holds, whether the result of its own error or the malfeasance or errors of others, could harm its reputation or give rise to legal liabilities leading to lower revenue, increased costs, regulatory sanctions and other potential material adverse effects on its business, results of operations and financial condition.

Williams Scotsman’s operations could be subject to natural disasters and other business disruptions, which could materially adversely affect its future revenue and financial condition and increase its costs and expenses.

Williams Scotsman’s operations could be subject to natural disasters and other business disruptions such as fires, floods, hurricanes, earthquakes and terrorism, which could adversely affect its future revenue and financial condition and increase its costs and expenses. For example, hurricanes Harvey and Irma in August and September 2017 impacted Williams Scotsman’s operations in Texas and Florida. Williams Scotsman has submitted claims relating to these hurricanes to its insurers in the impacted locations, however, Williams Scotsman may face significant delays in resolving its insurance claims or its insurers may challenge or deny parts or all of its claims. See “Risk Factors — Risks Relating to Williams Scotsman’s Business — Williams Scotsman is exposed to various possible claims relating to its business and its insurance may not fully protect it.” See “WSII’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting WSII’s Business — Natural Disasters.” In addition, the occurrence and threat of terrorist attacks may directly or indirectly affect economic conditions, which could in turn adversely affect demand for Williams Scotsman’s products and services. In the event of a major natural or man-made disaster, Williams Scotsman could experience loss of life of its employees, destruction of facilities or business interruptions, any of which may materially adversely affect its business. If any of Williams Scotsman’s facilities or a significant amount of its rental equipment were to experience a catastrophic loss, it could disrupt its operations, delay orders, shipments and revenue recognition and result in expenses to repair or replace the damaged rental equipment and facility not covered by asset, liability, business continuity or other insurance contracts. Also, Williams Scotsman could face significant increases in premiums or losses of coverage due to the loss experienced during and associated with these and potential future natural or man-made disasters that may materially adversely affect its business. In addition, attacks or armed conflicts that directly impact one or more of its properties could significantly affect Williams Scotsman’s ability to operate those properties and thereby impair its results of operations.

More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the global economy and worldwide financial markets. Any of these occurrences could have a material adverse effect on Williams Scotsman’s business, results of operations and financial condition.

Williams Scotsman is exposed to various possible claims relating to its business and its insurance may not fully protect it.

Williams Scotsman is exposed to various possible claims relating to its business. These possible claims include those relating to: (1) personal injury or death caused by containers, offices or trailers rented or sold by Williams Scotsman; (2) motor vehicle accidents involving Williams Scotsman’s vehicles and its employees; (3) employment-related claims; (4) property damage and (5) commercial claims. Williams Scotsman’s

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insurance policies have deductibles or self-insured retentions which would require Williams Scotsman to expand amounts prior to taking advantage of coverage limits. Williams Scotsman believes that it has adequate insurance coverage for the protection of its assets and operations. However, its insurance may not fully protect it for certain types of claims such as dishonest, fraudulent, criminal or malicious acts; terrorism, war, hostile or warlike action during a time of peace; automobile physical damage; natural disasters; and cybercrime.

Demand for Williams Scotsman’s products and services is sensitive to changes in demand within a number of key industry end-markets and geographic regions.

Williams Scotsman’s financial performance is dependent on the level of demand for its products and services, which is sensitive to the level of demand within various sectors, in particular, the commercial and industrial, construction, education, energy and natural resources, government and other end-markets. Each of these sectors is influenced not only by the state of the general global economy but by a number of more specific factors as well. For example, demand for modular buildings within the energy and resources sector may be materially adversely affected by a decline in global energy prices. Demand for Williams Scotsman’s products and services may also vary among different localities or regions.

The levels of activity in these sectors and geographic regions may also be cyclical, and Williams Scotsman may not be able to predict the timing, extent or duration of the activity cycles in the markets in which it or its key customers operate. A decline or slowed growth in any of these sectors or geographic regions could result in reduced demand for its products and services, which may materially adversely affect Williams Scotsman’s business, results of operations and financial condition.

Williams Scotsman may not be able to redeploy its units effectively should a significant number of its leased units be returned during a short period of time, which could adversely affect its financial performance.

While Williams Scotsman’s typical lease terms include contractual provisions requiring customers to retain units on lease for a specified period, its customers generally rent their units for periods longer than the contractual lease terms. As of June 30, 2017, the average lease duration of Williams Scotsman’s current lease portfolio was approximately 35 months. Should a significant number of leased units be returned during a short period of time, a large supply of units would need to be remarketed. Williams Scotsman’s failure to effectively remarket a large influx of units returning from leases could have a material adverse effect on its financial performance.

Failure to close Williams Scotsman’s unit sales transactions as projected could cause its actual revenue or cash flow for a particular fiscal period to differ from expectations.

Sales of new and used modular space and portable storage units to customers represented approximately 12% of Williams Scotsman’s revenue during the six months ended June 30, 2017. The completion of sale transactions is subject to certain factors that are beyond Williams Scotsman’s control, including permit requirements and weather conditions. Accordingly, the actual timing of the completion of these transactions may take longer than expected. As a result, Williams Scotsman’s actual revenue and cash flow in a particular fiscal period may not consistently correlate to its internal operational plans and budgets. If Williams Scotsman is unable to prepare accurate internal operational plans and budgets, it may fail to take advantage of business and growth opportunities otherwise available and its business, results of operations and financial condition may be materially adversely affected.

Any failure by Algeco Global or one of its affiliates to deliver the services to be provided under the Transition Services Agreement or breach of the covenants in the IP Agreement could have a material adverse effect on Williams Scotsman’s business, financial condition and results of operations.

In connection with the Carve-Out Transaction, it entered into the Transition Services Agreement (as defined herein) and the IP Agreement (as defined herein), respectively, with Algeco Global and A/S Holding, respectively, for the mutual provision of certain transitional services and the mutual agreement to take or refrain from taking certain actions for certain periods specified therein. The transitional services provided under the Transition Services Agreement include use of office space and information technology, human

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resources, accounting, insurance, legal, tax, treasury and other services. If Algeco Global fails to provide or procure the services envisaged under the Transition Services Agreement, or fails to provide such services in a timely manner, such failure could have a material adverse effect on Williams Scotsman’s business, financial condition and results of operations. Additionally, under the IP Agreement, Williams Scotsman, the Holdco Acquiror and the parent of Algeco Global will cooperate to simultaneously use certain trademarks that include the word “SCOTSMAN” and wind down their respective use thereof over a specified period. The primary intent of the IP Agreement is to avoid customer confusion in the marketplace and protect the goodwill associated with the “SCOTSMAN” trademarks. Any breach of the covenants and agreements set forth in the IP Agreement by Algeco Global or its affiliates could have a material adverse effect on Williams Scotsman’s business, financial condition and results of operations.

Williams Scotsman’s future operating results may fluctuate, fail to match past performance or fail to meet expectations.

Williams Scotsman’s operating results may fluctuate, fail to match past performance or fail to meet the expectations of analysts and investors. Williams Scotsman’s financial results may fluctuate as a result of a number of factors, some of which are beyond its control, including but not limited to:

As a result of these factors, WSII’s historical financial results are not necessarily indicative of its future results.

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WSII’s independent registered public accounting firm included an explanatory paragraph relating to its ability to continue as a going concern in its report on WSII’s audited financial statements included in this proxy statement/prospectus for the year ended December 31, 2016.

WSII’s report from its independent registered public accounting firm for the year ended December 31, 2016 includes an explanatory paragraph stating that, as further discussed in Note 1 to WSII’s consolidated financial statements included in this proxy statement/prospectus, WSII has insufficient capital to meet its obligations when they become due within one year from the date after the financial statements were issued. There can be no assurances that WSII’s parent company, Algeco Global, will continue to have the ability to financially support WSII’s operations given the existence of substantial doubt about Algeco Global’s ability to continue as a going concern. WSII’s public accounting firm further noted that these conditions raise substantial doubt about WSII’s ability to continue as a going concern. However, WSII’s consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of these uncertainties. Following the completion of the transactions contemplated by this proxy statement/prospectus, WSII’s outstanding debt obligations reflected in these financial statements will be repaid or refinanced and Williams Scotsman will no longer be an obligor under or guarantee these debt obligations. See “Certain Relationships and Related Party Transactions — Williams Scotsman Agreements — Williams Scotsman Related Party Transactions — Algeco Group Debt Facilities.” For additional information about WSII’s outstanding debt, see Note 1 to WSII’s audited consolidated financial statements for the year ended December 31, 2016 and WSII’s unaudited consolidated financial statements for the six months ended June 30, 2017.

WSC has not been managed as a public company since 2007 and its resources may not be sufficient to fulfill its public company obligations.

Following the completion of the business combination, Williams Scotsman’s ultimate parent company, WSC will be subject to various regulatory requirements, including those of the SEC and Nasdaq. These requirements include record keeping, financial reporting and corporate governance rules and regulations. While certain members of Williams Scotsman’s management team have experience in managing a public company, Williams Scotsman has not had all of the resources typically found in a public company since around the time of the completion of its acquisition by the Ristretto Group S.á r.l. and its subsequent delisting in 2007. WSC’s internal infrastructure may not be adequate to support its increased reporting obligations, and it may be unable to hire, train or retain necessary staff and may be reliant on engaging outside consultants or professionals to overcome its lack of experience or employees. WSC’s management team may not successfully or efficiently manage its transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws, the listing requirements of Nasdaq or such other national securities exchange on which WSC’s equity securities may trade and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from WSC’s senior management and could divert their attention away from the day-to-day management of the business, which could adversely affect WSC’s business, financial condition, and operating results. Williams Scotsman’s business could be adversely affected if its internal infrastructure is inadequate, if it is unable to engage outside consultants or if it is otherwise unable to fulfill its public company obligations.

WSC will incur significantly increased costs as a result of operating as a public company, and its management will be required to devote substantial time to compliance efforts.

WSC will incur significant legal, accounting, insurance and other expenses as a result of being a public company. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”) and the Sarbanes-Oxley Act, as well as related rules implemented by the SEC, have required changes in corporate governance practices of public companies. In addition, rules that the SEC is implementing or is required to implement pursuant to the Dodd-Frank Act are expected to require additional change. WSC expects that compliance with these and other similar laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act, will substantially increase its expenses, including legal and accounting costs, and make some activities more time-consuming and costly. It is possible that these expenses will exceed the increases projected by management. These laws, rules and regulations may also make it more expensive to obtain director and officer liability insurance, and it may be required to accept

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reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage, which may make it more difficult for WSC to attract and retain qualified persons to serve on its board of directors or as officers. Although the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”) may, for a limited period of time, somewhat lessen the cost of complying with these additional regulatory and other requirements, WSC nonetheless expects a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact its results of operations and financial condition.

Risks Relating to Williams Scotsman’s Indebtedness

Williams Scotsman’s leverage may make it difficult for Williams Scotsman to service its debt and operate its business.

As of June 30, 2017, on a pro forma basis after giving effect to the business combination and the other transactions contemplated hereby, Williams Scotsman would have had $508 million of indebtedness, consisting primarily of $190 million of borrowings under the New ABL Facility, and $300 million of bridge loans and/or senior secured notes.

Williams Scotsman’s leverage could have important consequences, including:

Williams Scotsman’s cash finance costs for the six months ended June 30, 2017 would have been approximately $19 million on a pro forma basis after giving effect to the business combination and debt financing. Williams Scotsman’s ability to meet its debt service obligations, including those under the New ABL Facility and the bridge loans and/or senior secured notes, or to refinance its debt depends on Williams Scotsman’s future operating and financial performance, which will be affected by Williams Scotsman’s ability to successfully implement its business strategy as well as general economic, financial, competitive, regulatory and other factors beyond Williams Scotsman’s control. If Williams Scotsman’s business does not generate sufficient cash flow from operations, or if future borrowings are not available to Williams Scotsman in an amount sufficient to enable Williams Scotsman to pay its indebtedness or to fund its other liquidity needs, Williams Scotsman may need to refinance all or a portion of its indebtedness on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on Williams Scotsman’s operations. In addition, Williams Scotsman may not be able to affect any of these actions, if necessary, on commercially reasonable terms or at all. Any refinancing of Williams Scotsman’s debt could be at higher interest rates and may require Williams Scotsman to comply with more onerous covenants, which could further restrict its business operations. The terms of Williams Scotsman’s existing or future debt instruments may limit or prevent Williams Scotsman from taking any of these actions. If Williams Scotsman defaults on the payments required under the terms of certain of its

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indebtedness, that indebtedness, together with debt incurred pursuant to other debt agreements or instruments that contain cross-default or cross-acceleration provisions, may become payable on demand, and Williams Scotsman may not have sufficient funds to repay all of its debts. As a result, Williams Scotsman’s inability to generate sufficient cash flow to satisfy its debt service obligations, or to refinance or restructure Williams Scotsman’s obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on Williams Scotsman’s business, financial condition and results of operations, as well as on Williams Scotsman’s ability to satisfy its debt obligations.

The Holdco Acquiror and its subsidiaries may be able to incur substantial additional indebtedness (including additional secured obligations) in the future following the business combination. Although the indenture governing the Notes and the credit agreement governing the New ABL Facility will contain restrictions on the incurrence of additional indebtedness, these restrictions will be subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. See “Indebtedness.” If new debt, including future additional secured obligations, is added to Williams Scotsman’s and Williams Scotsman’s subsidiaries’ existing debt levels, the related risks that Williams Scotsman now faces would increase.

Williams Scotsman is, and may in the future become, subject to covenants that limit its operating and financial flexibility and, if Williams Scotsman defaults under its debt covenants, it may not be able to meet its payment obligations.

The New ABL Facility and the New Indenture, as well as any instruments that will govern any future debt obligations, will contain covenants that impose significant restrictions on the way Williams Scotsman can operate, including restrictions on its ability to:

Although these limitations will be subject to significant exceptions and qualifications, these covenants could limit Williams Scotsman’s ability to finance future operations and capital needs and its ability to pursue acquisitions and other business activities that may be in its interest. Williams Scotsman’s ability to comply with these covenants and restrictions may be affected by events beyond its control. These include prevailing economic, financial and industry conditions. If Williams Scotsman defaults on its obligations under the New ABL Facility and the New Indenture, then the relevant lenders or holders could elect to declare the debt, together with accrued and unpaid interest and other fees, if any, immediately due and payable and proceed against any collateral securing that debt. If the debt under the NewABL Facility, the New Indenture or any other material financing arrangement that Williams Scotsman enters into were to be accelerated, Williams Scotsman’s assets may be insufficient to repay in full the New ABL Facility, the New Notes and its other debt.

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The New ABL Facility will also require Williams Scotsman’s subsidiaries to satisfy specified financial maintenance tests in the event that certain excess liquidity requirements are not satisfied. The ability to meet these tests could be affected by deterioration in Williams Scotsman’s operating results, as well as by events beyond Williams Scotsman’s control, including increases in raw materials prices and unfavorable economic conditions, and Williams Scotsman cannot assure you that these tests will be met. If an event of default occurs under the New ABL Facility, the lenders could terminate their commitments and declare all amounts borrowed, together with accrued and unpaid interest and other fees, to be immediately due and payable. Borrowings under other debt instruments that contain cross-acceleration or cross-default provisions also may be accelerated or become payable on demand. In these circumstances, Williams Scotsman’s assets may not be sufficient to repay in full that indebtedness and its other indebtedness then outstanding.

The amount of borrowings permitted at any time under the New ABL Facility will be subject to compliance with limits based on a periodic borrowing base valuation of the collateral thereunder. As a result, Williams Scotsman’s access to credit under the New ABL Facility will potentially be subject to significant fluctuations depending on the value of the borrowing base of eligible assets as of any measurement date, as well as certain discretionary rights of the agent in respect of the calculation of such borrowing base value. As a result of any change in valuation, the availability under the New ABL Facility may be reduced, or Williams Scotsman may be required to make a repayment of the New ABL Facility, which may be significant. The inability to borrow under the New ABL Facility or the use of available cash to repay the New ABL Facility as a result of a valuation change may adversely affect Williams Scotsman’s liquidity, results of operations and financial position.

Restrictions in Williams Scotsman’s existing and future debt agreements could limit its growth and its ability to respond to changing conditions.

The credit agreement governing the New ABL Facility will contain a number of significant covenants including covenants restricting the incurrence of additional debt. The credit agreement governing the New ABL Facility will require Williams Scotsman, among other things, to maintain certain financial ratios or reduce its debt. These restrictions also limit Williams Scotsman’s ability to obtain future financings to withstand a future downturn in its business or the economy in general, or to otherwise conduct necessary corporate activities. Williams Scotsman may also be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under the New ABL Facility and the New Indenture will impose on it. In addition, complying with these covenants may also cause Williams Scotsman to take actions that are not favorable to its securityholders and may make it more difficult for Williams Scotsman to successfully execute its business strategy and compete against companies that are not subject to such restrictions.

Risks Relating to Double Eagle and the Business Combination

Directors of Double Eagle have potential conflicts of interest in recommending that securityholders vote in favor of approval of the business combination and approval of the other proposals described in this proxy statement/prospectus.

When considering Double Eagle’s board of directors’ recommendation that its shareholders vote in favor of the approval of the business combination, Double Eagle’s shareholders should be aware that directors and executive officers of Double Eagle have interests in the business combination that may be different from, or in addition to, the interests of Double Eagle’s shareholders. These interests include:

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In addition, certain of Double Eagle’s Founders, directors and entities affiliated with certain of Double Eagle’s directors and executive officers, own shares of common stock that were issued prior to Double Eagle’s initial public offering. Such purchasers have waived their right to receive distributions with respect to the founder shares upon Double Eagle’s liquidation which will occur if we are unable to complete the business combination by December 31, 2017. Accordingly, the founder shares will be worthless if Double Eagle is forced to liquidate. In addition, in the event of Double Eagle’s liquidation, Double Eagle’s warrants, including the private placement warrants held by certain of Double Eagle’s directors and executive officers, will expire worthless. These financial interests of the Founders, officers and directors and entities affiliated with them may have influenced their decision to approve the business combination. You should consider these interests when evaluating the business combination and the recommendation of Double Eagle’s board of directors to vote in favor of the business combination proposal and other proposals to be presented to the shareholders.

Subsequent to the consummation of the business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Double Eagle has conducted due diligence on Williams Scotsman, Double Eagle cannot assure you that this diligence revealed all material issues that may be present in their respective businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Double Eagle’s or Williams Scotsman’s control will not later arise. As a result, WSC may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that WSC reports charges of this nature could contribute to negative market perceptions about WSC or its securities. In addition, charges of this nature may cause WSC to violate net worth or other covenants to which it may be subject. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

Warrants will become exercisable for our Class A common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

Following the business combination, WSC will have 50,000,000 outstanding warrants to purchase 25,000,000 shares of common stock at an exercise price of $11.50 per share, which warrants will become exercisable 30 days following the closing of the business combination. In addition, there will be 19,500,000 private placement warrants outstanding exercisable for 9,750,000 shares of common stock at an exercise price of $11.50 per share, which warrants will be placed into escrow at closing (during which time such warrants will not be exercisable) and released to the Founders in accordance with the Earnout Agreement. To the extent such warrants are exercised, additional shares of common stock will be issued, which will result in dilution to the holders of WSC common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Class A common stock.

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If our shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of our Class A common stock for a pro rata portion of the trust account.

Holders of public shares are not required to affirmatively vote against the business combination proposal in order to exercise their rights to redeem their shares for a pro rata portion of the trust account. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent by 9:30 a.m. Eastern time on November 14, 2017. Shareholders electing to redeem their shares will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the business combination.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

WSC will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the warrants at the then-current market price when the holder might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. None of the warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

If the benefits of the business combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the business combination do not meet the expectations of investors or securities analysts, the market price of Double Eagle’s securities prior to the closing of the business combination may decline. The market values of Double Eagle’s securities at the time of the business combination may vary significantly from their prices on the date the Stock Purchase Agreement were executed, the date of this proxy statement/prospectus, or the date on which our shareholders vote on the business combination. Because the number of shares to be issued pursuant to the Stock Purchase Agreement will not be adjusted to reflect any changes in the market price of Double Eagle’s common stock, the market value of WSC common stock issued in the business combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the business combination, fluctuations in the price of WSC’s securities could contribute to the loss of all or part of your investment. Prior to the business combination, there has not been a public market for the stock of any of WSC and trading in the shares of Double Eagle’s common stock has not been active. Accordingly, the valuation ascribed to WSC in the business combination may not be indicative of the price that will prevail in the trading market following the business combination. If an active market for our securities develops and continues, the trading price of our securities following the business combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of WSC’s securities may include:

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Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to WSC could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Double Eagle’s initial shareholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on the business combination and reduce the public “float” of our Class A common stock.

Double Eagle’s initial shareholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of the business combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.

In the event that Double Eagle’s initial shareholders, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in the Stock Purchase Agreement that requires us to have a certain amount of cash at the closing of the business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our Class A common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

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Double Eagle’s initial shareholders have agreed to vote in favor of the business combination, regardless of how our public shareholders vote.

Our initial shareholders have agreed to vote their founder shares, as well as any public shares purchased during or after Double Eagle’s initial public offering, in favor of the business combination. The initial shareholders own on an as-converted basis, approximately 20% of our outstanding shares prior to the business combination. Accordingly, it is more likely that the necessary shareholder approval for the business combination will be received than would be the case if our initial shareholders agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

Even if we consummate the business combination, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants is $11.50 per share of common stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

Our shareholders will experience immediate dilution as a consequence of the issuance of common stock as consideration in the business combination. Having a minority share position may reduce the influence that our current shareholders have on the management of WSC.

Assuming (i) that no public shareholders exercise their redemption rights (no redemptions scenario), (ii) that the Sellers exchange all of the Holdco Acquiror shares received by them for WSC Class A common stock on a one-for-one basis, and (iii) that 31,510,417 shares of WSC Class A common stock are issued to the TDR Investor pursuant to the Private Placement, then upon the closing of the business combination our public shareholders would own approximately 56%, the TDR Investor would own approximately 35% and the Sellers would own approximately 9% of the total of 89,435,417 shares of issued and outstanding shares of WSC Class A common stock (excluding the Earnout Shares).

Assuming (i) that holders of 25,140,605 public shares exercise their redemption rights (based $502,663,076 held in trust as of June 30, 2017 and a redemption price of $10.05 per share) (maximum redemptions scenario), (ii) that the Sellers exchange all of the Holdco Acquiror shares received by them for WSC Class A common stock on a one-for-one basis, and (iii) that 47,552,083 shares of WSC Class A common stock are issued to the TDR Investor pursuant to the Private Placement, then upon the closing of the business combination our public shareholders would own approximately 31%, the TDR Investor would own approximately 59% and the Sellers would own approximately 10% of the total of 80,336,479 issued and outstanding shares of WSC Class A common stock (excluding the 12,425,000 Earnout Shares).

There are currently outstanding an aggregate of 69,500,000 warrants to acquire our Class A ordinary shares, which comprise 19,500,000 private placement warrants held by our initial shareholders and 50,000,000 public warrants. Each of our outstanding warrants is exercisable commencing 30 days following the closing of the business combination for one-half of one Class A ordinary share and, following the domestication, will entitle the holder thereof to purchase one-half of one share of WSC Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding warrant is exercised and one-half of one share of WSC Class A common stock is issued as a result of such exercise, with payment to the company of the exercise price of $5.75 per warrant or $11.50 per pair of warrants for one whole share, our fully-diluted share capital would increase by a total of 34,750,000 shares, with $399,625,000 paid to the company to exercise the warrants.

Shares held by our Sponsor, Jeff Sagansky, Harry E. Sloan and TDR will be subject to transfer and voting restrictions under the Earnout Agreement for three years, subject to early release in certain circumstances. Upon release, significant sales of founder shares could have a negative impact on the trading price of our stock.

Sales of substantial amounts of our Class A common stock in the public market after the completion of the business combination, or the perception that such sales could occur, could adversely affect the market price of our Class A common stock and could materially impair our future ability to raise capital through offerings of common stock or other equity securities.

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Assuming no Double Eagle shareholders exercise their redemption rights, we will have 91,806,417 shares of common stock outstanding immediately after the business combination. The Founders have agreed that 12,425,000 founder shares will be held in escrow and subject to transfer restrictions under the Earnout Agreement for a period of three years, subject to early release as described under “The Business Combination Proposal — Related Agreements — The Earnout Agreement.” In addition, our initial shareholders have agreed not to transfer, assign or sell any of their Class B ordinary shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. However, assuming such shares are released to the Founders in accordance with the Earnout Agreement, following the termination of these transfer restrictions, we cannot predict what effect, if any, market sales of common stock held by our initial shareholders or any other shareholder or the availability of these shares for future sale will have on the market price of our Class A common stock.

Our directors may decide not to enforce the indemnification obligations of Messrs. Sloan and Sagansky, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

Messrs. Sloan and 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 amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, in each case less income taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. While we currently expect that our independent directors would take legal action on our behalf against Messrs. Sloan and Sagansky to enforce their indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

The ability of shareholders to exercise redemption rights with respect to a large number of shares could increase the probability that the business combination would be unsuccessful and that shareholders would have to wait for liquidation in order to redeem their stock.

At the time we entered into the agreements for the business combination, we did not know how many shareholders will exercise their redemption rights, and therefore we structured the business combination based on our expectations as to the number of shares that will be submitted for redemption. The agreements with Williams Scotsman relating to the business combination require us to have at least $250 million of gross cash proceeds available from the trust account, after giving effect to redemptions of public shares, if any, and, the availability of at least $125 million of cash on a pro forma basis after giving effect to the consummation of the business combination and the other transactions contemplated hereby. If a larger number of shares are

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submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account. The above considerations may limit our ability to complete the business combination or optimize our capital structure.

The unaudited pro forma condensed combined financial information included in this document may not be indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the business combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The business combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the business combination is subject to a number of conditions. The completion of the business combination is not assured and is subject to risks, including the risk that approval of the business combination by Double Eagle’s shareholders is not obtained or that there are not sufficient funds in the trust account, in each case subject to certain terms specified in the Stock Purchase Agreement (as described under “The Stock Purchase Agreement — Conditions to the Closing of the Business Combination”), or that other closing conditions are not satisfied. If Double Eagle does not complete the business combination, it could be subject to several risks, including:

There can be no assurance that our Class A common stock that will be issued in connection with the business combination will be approved for listing on Nasdaq following the closing of the business combination, or that we will be able to comply with the continued listing standards of Nasdaq.

Our Class A common stock and warrants will be listed on Nasdaq following the business combination. Our continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the business combination, Nasdaq delists our Class A common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

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If we are not able to complete the business combination with Williams Scotsman by December 31, 2017 (or such later date as our shareholders may approve in accordance with our amended and restated memorandum and articles of association), we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate the trust account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Our amended and restated articles of association state that we must complete our initial business combination by December 31, 2017. If we have not completed the business combination with Williams Scotsman by then (or such later date as our shareholders may approve in accordance with our amended and restated memorandum and articles of association), 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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses), less income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.

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EXTRAORDINARY GENERAL MEETING

General

Double Eagle is furnishing this proxy statement/prospectus to Double Eagle’s shareholders as part of the solicitation of proxies by Double Eagle’s board of directors for use at the general meeting to be held on November 16, 2017, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to Double Eagle’s shareholders on or about November 7, 2017 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides Double Eagle’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the general meeting.

Date, Time and Place

The general meeting will be held on November 16, 2017, at 9:30 a.m., Eastern Time, at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York, 10166.

Purpose of the Double Eagle General Meeting

At the general meeting, Double Eagle is asking holders of ordinary shares to:

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Recommendation of Double Eagle Board of Directors

Double Eagle’s board of directors has unanimously determined that the business combination proposal is in the best interests of Double Eagle and its shareholders, has unanimously approved the business combination proposal, and unanimously recommends that shareholders vote “FOR” the business combination proposal, “FOR” the domestication proposal, “FOR” each of the separate organizational documents proposals, “FOR” the stock issuance proposal, “FOR” the incentive award plan proposal and “FOR” the adjournment proposal, in each case, if presented to the general meeting.

The existence of financial and personal interests of Double Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Double Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Double Eagle’s Directors and Officers in the Business Combination” for a further discussion.

Record Date; Who is Entitled to Vote

Double Eagle has fixed the close of business on October 30, 2017, as the “record date” for determining Double Eagle shareholders entitled to notice of and to attend and vote at the general meeting. As of the close of business on October 30, 2017, there were 62,204,329 ordinary shares outstanding and entitled to vote. Each ordinary share is entitled to one vote per share at the general meeting.

In connection with our initial public offering, our initial shareholders (consisting of our Sponsor, Harry E. Sloan and our independent directors at the time of our initial public offering) entered into letter agreements to vote their founder shares, as well as any public shares purchased during or after our initial public offering, in favor of the business combination proposal and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the date hereof, our Sponsor, Harry E. Sloan and our independent directors own 20.0% of our total outstanding ordinary shares.

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Quorum

The presence, in person or by proxy, of a majority of the outstanding ordinary shares entitled to vote constitutes a quorum at the general meeting.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Double Eagle but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. They will also not be treated as shares voted on the matter. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the business combination proposal and the domestication proposal.

Vote Required for Approval

The approval of the business combination proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting.

The approval of the domestication proposal requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. The domestication proposal is conditioned on the approval of the business combination proposal. Therefore, if the business combination proposal is not approved, the domestication proposal will have no effect, even if approved by our public shareholders.

The approval of each of the separate organizational documents proposals requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. Each of the organizational documents proposals is conditioned on the approval of the domestication proposal, and, therefore, also conditioned on approval of the business combination proposal. Therefore, if the business combination proposal and the domestication proposal are not approved, each of the organizational documents proposals will have no effect, even if approved by our public shareholders.

The approval of the stock issuance proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. The stock issuance proposal is conditioned on the approval of the organizational documents proposals, and, therefore, also conditioned on approval of the domestication proposal and the business combination proposal. Therefore, if the business combination proposal, the domestication proposal and the organizational documents proposals are not approved, the stock issuance proposal will have no effect, even if approved by our public shareholders.

The approval of the incentive award plan proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. The incentive award plan proposal is conditioned on the approval of the stock issuance proposal and, therefore, also conditioned on the approval of the business combination proposal, the domestication proposal and the organizational documents proposals. Therefore, if any of those proposals are not approved, the incentive award plan proposal will have no effect, even if approved by our public shareholders.

The approval of the adjournment proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. The adjournment proposal is not conditioned upon any other proposal.

In each case, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.

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Voting Your Shares

Each ordinary share that you own in your name entitles you to one vote. Your proxy card shows the number of ordinary shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. There are two ways to vote your ordinary shares at the general meeting:

Revoking Your Proxy

If you are a Double Eagle shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing Double Eagle.info@morrowsodali.com.

Redemption Rights

Public shareholders may seek to redeem the public shares that they hold, regardless of whether they vote for the proposed business combination, against the proposed business combination or do not vote in relation to the proposed business combination. Any public shareholder may request redemption of their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the business combination, including interest, less income taxes payable, divided by the number of then outstanding public shares. If a holder properly seeks redemption as described in this section and the business combination is consummated, the holder will no longer own these shares following the business combination.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 20% or more of the shares of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Double Eagle’s initial shareholders will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly.

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You will be entitled to receive cash for any public shares to be redeemed only if you:

If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this 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 $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed business combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct them to do so.

Any request to redeem public shares, once made, may be withdrawn at any time until immediately prior to the vote on the proposed business combination. Furthermore, if a holder of a public share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that Double Eagle instruct its transfer agent to return the certificate (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus.

If the business combination is not approved or completed for any reason, then Double Eagle’s public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, Double Eagle will promptly return any shares previously delivered by public holders.

The closing price of ordinary shares on November 3, 2017, the most recent closing price, was $10.10. For illustrative purposes, the cash held in the trust account on June 30, 2017 was $502,663,076 or $10.05 per public share, as of June 30, 2017. Prior to exercising redemption rights, shareholders should verify the market price of ordinary shares as they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Double Eagle cannot assure its 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 its shareholders wish to sell their shares.

If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own those public shares. You will be entitled to receive cash for your public shares only if you properly exercise your right to redeem the public shares that you will hold upon the domestication, no later than the close of the vote on the business combination proposal, and deliver your ordinary shares (either physically or electronically) to the transfer agent, prior to 9:30 a.m., Eastern Time on November 14, 2017, and the business combination is consummated.

In order for public shareholders to exercise their redemption rights in respect of the proposed business combination, public shareholders must properly exercise their right to redeem the public shares that you will hold upon the domestication no later than the close of the vote on the business combination proposal and deliver their ordinary shares (either physically or electronically) to the transfer agent, prior to 9:30 a.m., Eastern Time on November 14, 2017. Therefore, the exercise of redemption rights occurs prior to the domestication. For the purposes of Article 49.3 of the amended and restated memorandum and articles of

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association of Double Eagle and the Cayman Islands Companies Law, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/prospectus shall be interpreted accordingly. Immediately following the domestication and the consummation of the business combination, WSC shall pay public shareholders who properly exercised their redemption rights in respect of their public shares.

Appraisal Rights

Neither Double Eagle shareholders nor Double Eagle warrant holders have appraisal rights in connection with the business combination or the domestication under the Cayman Islands Companies Law or under the DGCL.

Proxy Solicitation Costs

Double Eagle is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Double Eagle and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Double Eagle will bear the cost of the solicitation.

Double Eagle has hired Morrow Sodali LLC to assist in the proxy solicitation process. Double Eagle will pay that firm a fee of $20,000 plus disbursements. Such fee will be paid with non-trust account funds.

Double Eagle will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Double Eagle will reimburse them for their reasonable expenses.

Potential Purchases of Public Shares and/or Warrants

At any time prior to the general meeting, during a period when they are not then aware of any material nonpublic information regarding Double Eagle or its securities, the Double Eagle initial shareholders, Williams Scotsman and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Double Eagle’s ordinary shares or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of that (i) the proposals presented to shareholders for approval at the general meeting are approved and/or (ii) that Double Eagle satisfy the minimum cash condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the business combination. This may result in the completion of our business combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Double Eagle initial shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on Double Eagle’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the general meeting. Moreover, any such purchases may make it less likely that holders of no more than 25 million public shares elect to redeem their public shares in connection with the business combination.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Double Eagle will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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THE BUSINESS COMBINATION PROPOSAL

We are asking our shareholders to approve by ordinary resolution, and adopt the Stock Purchase Agreement and the transactions contemplated thereby. Our shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Stock Purchase Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the subsection entitled “The Stock Purchase Agreement” below, for additional information and a summary of certain terms of the Stock Purchase Agreement. You are urged to read carefully the Stock Purchase Agreement in its entirety before voting on this proposal.

Because we are holding a shareholder vote on the business combination, we may consummate the business combination only if it is approved by the affirmative vote of the holders of a majority of ordinary shares that are voted at the general meeting.

The Stock Purchase Agreement

General

Pursuant to the terms of the Stock Purchase Agreement, Double Eagle, through its wholly-owned subsidiary, the Holdco Acquiror, has agreed to acquire all of the issued and outstanding shares of Williams Scotsman common stock from the Sellers.

Consideration

Under the Stock Purchase Agreement, the total amount payable by the Holdco Acquiror will be $1.1 billion (which amount is inclusive of the amounts required to pay third party and intercompany indebtedness at the closing of the business combination), of which (A) $1.0215 billion will be paid in cash (the “Cash Consideration”), first to repay indebtedness as contemplated by the Stock Purchase Agreement, with the remainder to be paid directly to the Sellers as consideration for the shares, on a pro rata basis, with 86.44% to Algeco Holdings and 13.56% to Algeco Global and (B) the remaining $78.5 million will be paid to the Sellers as additional consideration for the shares, on a pro rata basis, in the form of (i) the Holdco Shares, which shares will be exchangeable for shares of WSC Class A common stock pursuant to an exchange agreement, as described herein and (ii) the WSC Class B Shares. The Cash Consideration to be paid for the shares shall come from the following sources: (1) all of the cash, which shall be a minimum of $250 million (or such lesser amount as the Sellers may agree to in writing in their sole discretion), from the trust account; (2) the gross proceeds of a debt financing of Williams Scotsman and borrowings under the New ABL Facility in an amount equal to at least $490 million; and (3) an equity investment by the TDR Investor pursuant to the Equity Commitment Letter and a subscription agreement substantially in the form attached as an exhibit to the Stock Purchase Agreement, and described further herein under the heading “The Business Combination Proposal — Related Agreements — Subscription Agreement,” will 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, to the extent necessary (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 equity investment shall not exceed $500 million.

Trust Account

The portion of the purchase price funded from the trust account, which will not be less than $250 million, will be adjusted by an amount equal to the aggregate amount paid to each eligible stockholder of Double Eagle who has elected to redeem all or a portion of such stockholder’s shares of Double Eagle common stock held by such stockholder at a per-share price, payable in cash, as calculated based on such stockholder’s pro rata share of the funds held in the trust account (the “Double Eagle Redemption Shares”). Prior to the closing of the business combination, none of the funds held in the trust account may be used or released except for the withdrawal of interest to pay income taxes and to effectuate a share redemption of the Double Eagle Redemption Shares.

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Debt Financing

A portion of the business combination consideration will be financed with at least $490 million of secured debt financing obtained by the Holdco Acquiror on behalf of Williams Scotsman pursuant to commitments obtained for an aggregate amount of $900 million (the “Debt Financing”). For more information regarding the Debt Financing, see “Debt Commitment Letter” below.

Equity Investment

Contemporaneously with the closing of the business combination, the TDR Investor, pursuant to the terms of an amended equity commitment letter, dated November 6, 2017 (the “Equity Commitment Letter”), and a subscription agreement substantially in the form attached as an exhibit to the Stock Purchase Agreement, and described further herein under the heading “The Business Combination Proposal — Related Agreements —  Equity Commitment Letter” and “The Business Combination Proposal — Related Agreements — Subscription Agreement,” will purchase, or cause the purchase of, the Closing Date Commitment, which aggregate equity investment shall not exceed $500 million. In connection with such equity investment, the TDR Investor will enter into certain ancillary agreements, including an earnout agreement and registration rights agreement. For more information regarding the equity financing and terms of the related agreements, see “Equity Commitment Letter” below.

Closing

The closing of the business combination is expected to take place at 9:00 a.m., local time, at the offices of Allen & Overy LLP, 1221 Avenue of the Americas, New York, NY 10020, or at such other place as mutually agreed to in writing, no later than the later of two (2) business days following the satisfaction or waiver of the conditions described below under “Conditions to Closing” or on such other date as mutually agreed to in writing. The day on which the closing of the business combination actually occurs is referred to herein as the “Closing Date.”

Definition of Material Adverse Effect

Company Material Adverse Effect

Under the Stock Purchase Agreement, certain representations and warranties of the Sellers with respect to Williams Scotsman and each of its subsidiaries that are not part of the Carve-Out Transaction (collectively, the “Acquired Subsidiaries” and together with Williams Scotsman, the “Acquired Companies”) are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations or warranties has occurred. Pursuant to the Stock Purchase Agreement, a “Company Material Adverse Effect” means any change, effect, development, circumstance, condition, event, state of facts or occurrence that (i) individually, or in the aggregate, has a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of the Acquired Companies, taken as a whole; provided, however, that in no event would any of the following (or effect of the following) alone, or in combination, be deemed to constitute a “Company Material Adverse Effect” or shall be taken into account when determining whether a “Company Material Adverse Effect” exists or has occurred or is reasonably likely to exist or occur: (a) any changes in general United States or global economic conditions; (b) conditions (or changes therein) in any industry or industries in which Williams Scotsman operates; (c) general legal, tax, economic, political and/or regulatory conditions (or changes therein), including any changes in interest rates or other changes affecting financial, credit or capital market conditions; (d) any change in US GAAP or interpretation thereof; (e) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal of any applicable law of or by any Governmental Authority; (f) the execution and delivery of the Stock Purchase Agreement or the consummation of the Transactions, or any actions expressly required by, or the failure to take any action expressly prohibited by, the terms of the Stock Purchase Agreement; (g) any failure by Williams Scotsman to meet any internal or published projections, estimates or expectations of Williams Scotsman’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by Williams Scotsman to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (provided, however, in each case, that the facts and circumstances underlying any such change or failure may be considered in determining whether there has been a Company Material Adverse Effect); or (h) changes or effects arising out

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of changes in geopolitical conditions, acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, natural disaster, weather conditions or other force majeure events; provided, in each of clauses (a), (b), (c) and (h) of this definition, if such change, effect, development, circumstance, condition, event, state of facts or occurrence referenced has a disproportionate effect on the Acquired Companies (as compared to other participants in the industry in which the Acquired Companies operate), then such disproportionate effect may be considered in determining whether a Company Material Adverse Effect has occurred (but only to the extent of such disproportionate effect) or (ii) prevents or materially delays the Sellers from performing their material obligations under the Stock Purchase Agreement or consummation of the Transactions.

Acquiror Material Adverse Effect

Under the Stock Purchase Agreement, certain representations and warranties of the Acquirors are also qualified in whole or in part by a material adverse effect standard. Pursuant to the Stock Purchase Agreement, an “Acquiror Material Adverse Effect” means any change, effect, development, circumstance, condition, event, state of facts or occurrence that has or would reasonably be expected to, individually or in the aggregate, prevent or materially impair the ability of the Acquirors to perform their obligations under the Stock Purchase Agreement and related transaction documents or to consummate the business combinations.

Representations and Warranties

Under the Stock Purchase Agreement, each Seller severally makes customary representations and warranties relating to its qualification, organization, authorization and ownership of the common stock of Williams Scotsman. In addition, the Sellers, jointly and severally, make customary representations and warranties relating to: capitalization; no conflicts; financial statements; no undisclosed liabilities; compliance with laws, permits and regulatory matters; environmental laws and regulations; employee benefit plans; no material adverse effect; investigation; litigation; tax matters; labor and employment matters; intellectual property; real property; material contracts; insurance; finders’ and brokers’ fees; Foreign Corrupt Practices Act and anti-corruption; take-over statues; no rights agreements; the Carve-Out Transaction and no liabilities or obligations in connection thereto; affiliate transactions; independent investigation; and disclaimer of warranties.

Under the Stock Purchase Agreement, the Acquirors jointly and severally, make customary representations and warranties relating to: qualification and organization; authorization; capitalization; no conflicts; Holdco liabilities; investment purpose; SEC filings and reports; internal controls; Nasdaq compliance; financial statements; trust account; no undisclosed liabilities; compliance with laws; absence of changes; finders’ and brokers’ fees; indebtedness; no discussions with respect to alternative transactions; approvals of shareholders; independent investigation; and disclaimer of warranties.

Covenants and Agreements

Covenants of the Sellers

The Sellers made certain covenants under the Stock Purchase Agreement, including, among other things, the following:

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Covenants of the Acquirors

The Acquirors, subject to certain specified exceptions, made certain covenants under the Stock Purchase Agreement, including, among other things, the following:

Mutual Covenants of the Sellers and Acquirors

The Sellers and the Acquirors, subject to certain specified exceptions, made certain mutual covenants under the Stock Purchase Agreement, including, among other things, to cooperate in connection with the following actions:

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Conditions to Closing

Conditions to Obligations of the Parties

The obligation of each Party to consummate the transactions contemplated by the Stock Purchase Agreement are subject to the satisfaction at or prior to the closing of each of the following conditions:

Conditions to Obligations of Sellers

The obligations of the Sellers to consummate the transactions contemplated by the Stock Purchase Agreement are subject to the satisfaction at or prior to the closing of each of the following conditions:

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Conditions to Obligations of the Acquirors

The obligations of the Acquirors to consummate the transactions contemplated by the Stock Purchase Agreement are subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

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Termination

The Stock Purchase Agreement may be terminated at any time, but not later than the Closing Date, by written notice by the party effecting such termination under each of the following circumstances:

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Effect of Termination

In the event of proper termination of the Stock Purchase Agreement, the Stock Purchase Agreement will be of no further force or effect and the transactions contemplated thereby will be abandoned, except that, among other things:

Extension; Waiver

At any time prior to the closing of the business combination, either the Sellers or the Acquirors may:

provided, however, that such extension or waiver shall not operate as an extension or waiver of, or estoppel with respect to, any subsequent or other failure.

Indemnification

The Stock Purchase Agreement contains certain indemnification obligations of the Sellers to indemnify and defend the Acquirors and their respective representatives (collectively, the “Indemnitees”) against losses incurred, sustained by or imposed upon the Indemnitees or Williams Scotsman as a result of: (i) any liabilities based upon, arising out of or with respect to or by reason of the Carve-Out Transaction (including any taxes and any liabilities of any current subsidiary of Williams Scotsman that is not an Acquired Subsidiary); (ii) any breach of certain representations and warranties of the Sellers specifically set forth in the Stock Purchase Agreement pertaining to qualification, authorization, ownership of shares and no conflicts, or any action directly relating to or arising from the events or circumstances that resulted in such breach (disregarding any references to materiality or Company Material Adverse Effect when determining whether a breach occurred); (iii) any environmental liability related to the operation of the Acquired Companies prior to the Closing Date; and (iv) any liabilities arising out of that certain earn-out agreement between Williams Scotsman and the parties named therein relating to Williams Scotsman’s purchase of the equity interests of Target Logistics Management, LLC. The Sellers’ indemnification obligations under clauses (i) and (iii) of this paragraph expire on the date that is one year from the Closing Date and with respect to (ii) on April 15, 2020 and with respect to clause (iv) of this paragraph on such date that Williams Scotsman shall no longer have any obligations or liabilities under such earn-out agreement.

The Acquirors and Williams Scotsman are required to take all commercially reasonable actions to mitigate any damages. The Sellers’ indemnification obligations will be determined net of any amount actually recovered under any indemnified party’s insurance policies or from other collateral sources and any cash tax benefits actually realized by such indemnified party. The Sellers’ indemnification obligations are only payable with respect to (i) and (iii) if the total amount of such losses equals or exceeds $500,000, in which case the Sellers would be liable for the entire amount of the indemnifiable losses. In addition, Sellers will not be liable for any liability arising out of (i) and (iii) exceeding $25 million or any liability arising out of (ii) exceeding $500 million. In no event shall the Sellers be liable for any consequential, indirect, special, exemplary,

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punitive, incidental or enhanced damages, or other lost business or diminution in value, provided this limitation shall not apply to any such damages that are payable to a third party by an indemnified party as determined by a court of competent jurisdiction in a final, non-appealable judgment, or for the reduction or unavailability of net operating losses of the Acquired Companies as a result of the Carve-Out Transaction.

Non-Survival of Representations and Warranties

Except for the representations and warranties specifically covered by the indemnification provisions of the Stock Purchase Agreement, none of the representations and warranties in the Stock Purchase Agreement or in any schedule, instrument or other document delivered pursuant to the Stock Purchase Agreement shall survive the Closing Date; provided, however, this shall not limit any covenant or agreement of the parties that by its terms contemplates performance after the Closing Date (as defined in the Stock Purchase Agreement).

Expenses

Except as otherwise expressly provided in the Stock Purchase Agreement, until the closing of the business combination, or in the event the Stock Purchase Agreement is terminated, all expenses incurred in connection with the Stock Purchase Agreement and the transactions contemplated thereby shall be paid by the party incurring such expenses. Following the Closing, all transaction expenses specifically agreed to by the parties shall be paid by the Acquirors and Williams Scotsman from the gross proceeds of the transactions contemplated by the Stock Purchase Agreement.

Amendments

The Stock Purchase Agreement may only be amended, modified and supplemented by an instrument in writing signed by each of the parties.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial

The Stock Purchase Agreement is governed by and construed in accordance with the law of the State of Delaware.

With respect to any proceeding or action based upon, arising out of or related to the Stock Purchase Agreement or the transactions contemplated thereby, each party irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only to the extent such Court does not have subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware), in respect of any action, suit or proceeding arising in connection with the Stock Purchase Agreement, and agrees that any action, suit or proceeding may be brought only in such court.

The parties to the Stock Purchase Agreement agreed to waive a trial by jury in respect of any claim, demand or action directly or indirectly arising out of or relating to the Stock Purchase Agreement or transactions contemplated thereby.

Related Agreements

Equity Commitment Letter

The Company and the TDR Investor executed the Equity Commitment Letter, pursuant to which the TDR Investor agreed to provide an equity commitment for the purposes of funding a portion of the Cash Consideration and paying certain costs and expenses incurred in connection with the business combination. Pursuant to the Equity Commitment Letter, the TDR Investor has committed, on the terms and subject to the conditions set forth therein, at the closing of the business combination, to purchase, or cause the purchase of the Closing Date Commitment which aggregate equity investment shall not exceed $500 million. In addition, on the terms and subject to the conditions set forth in the Equity Commitment Letter, in connection with certain future acquisitions, 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. The obligations of the TDR Investor under the Equity Commitment Letter will expire automatically and immediately upon the earliest to occur of (a) the 12-month anniversary of the Closing (unless extended at the

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sole discretion of the TDR Investor), (b) the termination of the Stock Purchase Agreement in accordance with its terms and (c) the funding by the TDR Investor of $500 million pursuant to the Closing Date Commitment and, if applicable, the Post-Closing Commitment. The TDR Investor is an indirect owner of a majority interest in the ultimate parent company of the Sellers.

Debt Commitment Letter

In connection with the Stock Purchase Agreement, the Holdco Acquiror entered into an amended and restated commitment letter (the “Debt Commitment Letter”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), Bank of America, N.A., 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 which the Commitment Parties agreed to provide (or to have certain of their affiliates provide), subject to satisfaction of customary closing conditions described in more detail below (the “New Credit Facilities”) for the purpose of financing a portion of the consideration payable, fees and expenses incurred by the Acquirors in connection with the business combination and for general corporate purposes. The New Credit Facilities provide for credit facilities in the aggregate principal amount of up to $900 million, consisting of: (i) a senior secured asset-based revolving credit facility in the aggregate principal amount of $530 million (the “US ABL Facility”), to be made available to Williams Scotsman, Williams Scotsman, Inc., Williams Scotsman, LLC and a newly formed wholly-owned US subsidiary of Williams Scotsman (collectively, the “US Borrowers”), (ii) a senior secured asset-based revolving credit facility in the aggregate principal amount of $70 million (the “Canadian ABL Facility,” and together with the US ABL Facility, the “ABL Facility”), to be made available to Williams Scotsman of Canada, Inc. (the “Canadian Borrower,” and together with the US Borrowers, the “Borrowers”) and (iii) senior secured increasing rate loans in an aggregate principal amount of up to $300 million (the “Bridge Facility”), made available to Williams Scotsman, to the extent Williams Scotsman issues less than $300 million in gross cash proceeds of second-lien senior secured notes (the “Notes”) in a Rule 144A offering or other private placement.

The obligations of the Commitment Parties to provide the Debt Financing under the Debt Commitment Letter are subject to a number of conditions, including (1) the execution and delivery of definitive documentation consistent with the terms of the Debt Commitment Letter; (2) the simultaneous or substantially concurrent completion of the business combination in accordance with the Stock Purchase Agreement (without giving effect to any amendment, waiver, consent or other modification thereof that is materially adverse to the interests of the lenders (in their capacities as such) unless it is approved by the Commitment Parties); (3) the consummation of the equity investment (as described under “The Business Combination Proposal — The Stock Purchase Agreement — Equity Investment” in this proxy statement/prospectus) by the TDR Investor and the use of cash from the trust account (as described under “The Business Combination Proposal — The Stock Purchase Agreement — Trust Account” in this proxy statement/prospectus), prior to, or substantially simultaneously or concurrently with, the initial borrowings under the New Credit Facilities; (4) since the date of the Stock Purchase Agreement, no Company Material Adverse Effect (as described under “The Business Combination Proposal — Definition of Company Material Adverse Effect — Company Material Adverse Effect” in this proxy statement/prospectus); (5) delivery of certain audited, unaudited and pro forma financial statements; (6) as a condition to the availability of the Bridge Facility, the Borrowers having afforded the investment banks a marketing period of 15 consecutive business days (subject to certain blackout dates) following receipt of a preliminary offering memorandum, which includes certain financial statements; (7) as a condition to the availability of the ABL Facility, the Borrowers having afforded the lead arrangers a marketing period of 15 consecutive business days (subject to certain blackout dates) following receipt of a customary confidential information memorandum; (8) payment of all applicable invoiced fees and expenses; (9) the receipt of documentation and other information about the borrower and guarantors required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act); (10) the execution and delivery of guarantees by certain guarantors and the taking of certain actions necessary to establish and perfect a security interest in specified items of collateral; (11) the accuracy in all material respects of specified representations and warranties in the loan documents under which the Debt Financing will be provided and of certain representations and warranties in the Stock

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Purchase Agreement; (12) delivery of certain customary closing documents; and (13) the receipt of consent of the requisite lenders under the existing Algeco Group credit facility to the consummation of the transactions.

The obligations of the Commitment Parties to provide the Debt Financing under the Debt Commitment Letter will terminate at the earliest of (1) December 19, 2017; (2) the termination of the Stock Purchase Agreement without the consummation of the business combination having occurred; and (3) the consummation of the business combination without the use of the Debt Financing.

As of the last practicable date before the printing of this proxy statement/prospectus, the Debt Commitment Letter remains in effect. The documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement/prospectus.

The Company has agreed to pay BofA Merrill Lynch for its services in connection with the business combination an aggregate fee of $5 million which is contingent upon the completion of the business combination. The Company also has agreed to reimburse BofA Merrill Lynch and Deutsche Bank Securities Inc. (“Deutsche Bank”) for their respective expenses incurred in connection with their engagement and to indemnify BofA Merrill Lynch and Deutsche Bank, any controlling person of BofA Merrill Lynch and Deutsche Bank and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch, Deutsche Bank and their respective affiliates comprise full service securities firms and commercial banks engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch, Deutsche Bank and their respective affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, TDR Investor, Algeco Global, Williams Scotsman and certain of their respective affiliates.

BofA Merrill Lynch, Deutsche Bank and their respective affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to the Company and certain of its affiliates and/or portfolio companies and have received or in the future may receive compensation for the rendering of these services, including having acted or acting as an underwriter for the initial public offering of the Company. Pursuant to the Debt Commitment Letter, BofA Merrill Lynch, Deutsche Bank and certain of their respective affiliates have agreed to act as administrative agent, joint lead arranger and joint bookrunner and lender for up to an aggregate $900 million of financing. In connection with their financing commitments under the Debt Commitment Letter, BofA Merrill Lynch and certain of its affiliates and Deutsche Bank and certain of its affiliates each currently expect to receive an aggregate fee of approximately $2.81 million, plus an aggregate fee of approximately $1.51 million in connection with a notes offering for Williams Scotsman in connection with the transactions. In addition, pursuant to an underwriting agreement entered into by the Company, BofA Merrill Lynch and Deutsche Bank Securities Inc. in connection with the Company’s initial public offering, BofA Merrill Lynch and Deutsche Bank agreed to defer the principal portion of their underwriting fees until the Company’s consummation of an initial business combination. Of the approximate $19.5 million in deferred underwriting fees, each of Deutsche Bank and BofA Merrill Lynch are entitled to approximately 47% of such fees in the event the Company consummates the business combination.

In addition, BofA Merrill Lynch, Deutsche Bank and their affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Algeco Global and certain of its affiliates and/or portfolio companies and have received or in the future may receive compensation for the rendering of these services, including having acted or acting as administrative agent, collateral agent, lead arranger and lender to Algeco Global in connection with Algeco Global’s $1.1 billion revolving credit facility.

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In addition, BofA Merrill Lynch, Deutsche Bank and their affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to the TDR Investor and Williams Scotsman and certain of their respective affiliates and/or portfolio companies and have received or in the future may receive compensation for the rendering of these services.

Subscription Agreement

As a condition to closing the business combination and in connection with the Equity Investment discussed under “Stock Purchase Agreement” and “Equity Commitment Letter” above, WSC and the TDR Investor will enter into a Subscription Agreement substantially in the form of Exhibit B to the Stock Purchase Agreement. Subject to the terms and conditions Subscription Agreement, on the Closing Date, the TDR Investor will subscribe for and agree to purchase shares of WSC Class A common stock at a price of $9.60 per share. Proceeds from the Private Placement will be used by WSC to effectuate the transactions contemplated by the Stock Purchase Agreement.

In connection with the Subscription Agreement, WSC will make customary representations, including without limitation its qualification and organization, capitalization, valid issuance, compliance with Nasdaq continued listing requirements, no conflicts, SEC filings, litigation matters, financial statements, brokers’ and finders’ fees and disclaimer of other representations and warranties. The TDR Investor will make customary representations including without limitation its qualification and organization, no conflicts, status and investment intent, brokers’ and finders’ fees and disclaimer of other representations and warranties. The TDR Investor will also agree that, except for limited exceptions or with WSC’s written consent, it will not transfer any shares acquired pursuant to the Subscription Agreement and beneficially owned by it until the expiration of the six-month period commencing on the Closing Date.

The shares of our Class A common stock that will be issued pursuant to the Subscription Agreement will be “restricted securities” under applicable federal securities laws. WSC will be required pursuant to the Subscription Agreement to prepare and file with the Nasdaq an additional shares listing application covering all of the shares that will be issued pursuant to the Subscription Agreement as of the Closing Date. In addition, shares issued pursuant to the Subscription Agreement will be subject to the Registration Rights Agreement discussed below which provides for certain demand, shelf and piggyback registration rights.

Earnout Agreement

As a condition precedent to the closing of the business combination, and in consideration for the Equity Investment by the TDR Investor, the TDR Investor and our Founders will enter into an Earnout Agreement, substantially in the form of Exhibit C to the Stock Purchase Agreement. Pursuant to the terms and conditions of the Earnout Agreement, on the Closing Date, all of the 12,425,000 shares of WSC Class A common stock held by the Founders will be placed in escrow and all of the 19,500,000 private placement warrants to purchase shares of WSC Class A common stock owned by certain Founders will be deemed restricted, in each case to be released upon the occurrence of certain triggering events in the amounts and to the parties set forth below and in further detail in the Earnout Agreement.

If, at any time during the period of three years following the Closing Date, the closing price of the shares of WSC (i) exceeds $12.50 per share for 20 out of any 30 consecutive trading days, then 6,212,500 shares will be released from escrow and distributed as follows: (a) if $350 million or more is available in the trust account on the Closing Date, 4,170,833 shares will be released to the Founders and 2,041,667 shares will be released to the TDR Investor and (b) if less than $350 million is available in the trust account on the Closing Date, 3,106,250 shares will be released to the Founders and 3,106,250 shares will be released to the TDR Investor; and (ii) exceeds $15.00 per share for 20 out of any 30 consecutive trading days, an additional 6,212,500 shares will be released from escrow and distributed as follows: (a) if $350 million or more is available in the trust account on the Closing Date, then 4,170,833 shares will be released to the Founders and 2,041,667 shares will be released to the TDR Investor; and (b) if less than $350 million is available in the trust account on the Closing Date, then 3,106,250 shares will be released to the Founders and 3,106,250 shares will be released to the TDR Investor.

If within 12 months after the Closing Date, WSC completes, or enters into a material definitive agreement, in respect of a Qualifying Acquisition (as defined in the Earnout Agreement) and the escrow

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account has not yet been reduced by the occurrence of the events in the preceding paragraph, then 4,000,000 shares will be released from escrow and distributed to the Founders upon the closing of such Qualifying Acquisition and the releases contemplated by the preceding paragraph will no longer apply. Such released shares will, however, continue to be subject to the trading restrictions contained in the insider letters executed by the Founders in connection with Double Eagle's initial public offering. The 12-month period applicable to the completion of such Qualifying Acquisition is subject to extension, at the TDR Investor’s sole option. If at any time following the consummation of such Qualifying Acquisition during the period of three years following the Closing Date, if the closing price of the shares of WSC (i) exceeds $12.50 per share for 20 out of any 30 consecutive trading days, 5,616,667 shares will be released from escrow and distributed as follows: (a) if $350 million or more is available in the trust account on the Closing Date, then 3,744,444 shares will be released to the Founders and 1,872,223 shares will be released to the TDR Investor; and (b) if less than $350 million is available in the trust account on the Closing Date, 1,872,223 shares will be released to the Founders and 3,744,444 shares will be released to the TDR Investor; and (ii) exceeds $15.00 per share for 20 out of any 30 consecutive trading days, then 2,808,333 shares will be released from escrow and distributed as follows: (a) if $350 million or more is available in the trust account on the Closing Date, 1,872,222 shares will be released to the Founders and 936,111 shares will be released to the TDR Investor; and (b) if less than $350 million is available in the trust account on the Closing Date, 936,111 shares will be released to the Founders and 1,872,222 shares will be released to the TDR Investor. The triggering event set forth in clause (i) of this paragraph shall not apply, however, in the event the triggering event in clause (i) of the preceding paragraph has already occurred.

Each of the triggering events set forth in the Earnout Agreement will be independent events and in the event a triggering event occurs prior to the occurrence of a Qualifying Acquisition, the number of shares to be released upon such Qualifying Acquisition will be reduced on a pro rata basis.

Upon the expiration of the three year earnout period, any founder shares remaining in escrow that were not released in accordance with the Earnout Agreement will be transferred to the Company for cancellation. The Founder’s warrants subject to the Earnout Agreement shall be deemed restricted for a period of 12 months from the Closing Date (or such later date as the TDR Investor agrees to in connection with the Equity Commitment Letter). During this period, in the event that WSC consummates a Qualifying Acquisition, such warrants will be treated as follows: (i) if $350 million or more is available in the trust account on the Closing Date, the warrants will be released to the Founders free of all restrictions; and (ii) if less than $350 million is available in the trust account on the Closing Date, one third ( 1/3) of the warrants will be transferred to the TDR Investor and the Founders will retain ownership of the remaining two thirds ( 2/3) of the warrants.

The parties to the Earnout Agreement are obligated to make customary representations, warranties and covenants with respect to authority, due authorization and enforceability. In addition, the Founders will make customary representations with respect to ownership of their shares and private placement warrants and WSC, after giving effect to the business combination, will make customary representations with respect to the valid issuance of the shares and warrants, no conflicts, and compliance with laws and compliance with the Nasdaq marketplace rules. The TDR Investor will make standard accredited investor representations and warranties.

The Earnout Agreement will be subject to termination upon: (i) mutual written consent of the parties; (ii) termination of the Stock Purchase Agreement; (iii) WSC being generally unable to pay its debts as they become due; or (iv) the earlier of the expiration of the time periods set forth therein and the depletion of all shares from the escrow account and expiration of the restricted period applicable to the warrants.

Escrow Agreement

As a condition precedent to the closing of the business combination, pursuant to the terms and conditions of the Earnout Agreement described above, and in consideration for Equity Investment by the TDR Investor, WSC, the Founders, the TDR Investor and Continental Stock Transfer & Trust Company, as escrow agent, will enter into an Escrow Agreement, substantially in the form of Exhibit D to the Stock Purchase Agreement. The Escrow Agreement provides for, among other things, restricting the escrow shares in an escrow account until such time as the escrow shares are to be released by the escrow agent to the Founders and/or the TDR Investor, as the case may be, upon the occurrence of certain triggering events as specifically set forth in the

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Earnout Agreement. The Founders and the TDR Investor will agree to the appointment of an escrow agent to hold the Founder’s shares which are subject to the Earnout Agreement in escrow (collectively, the “escrow shares”) and administer release thereof in accordance with the terms and conditions of the Earnout Agreement. The escrow agent will hold the escrow shares as a book-entry position registered in the name of the escrow agent until any such shares are released to the Founders or transferred to the TDR Investor. All voting rights and other shareholder rights with respect to the escrow shares shall be suspended until such shares are released from the escrow account.

The escrow agent will release the escrow shares only in accordance with the joint written instructions executed by each Founder party to the Escrow Agreement and the TDR Investor, in the form of a release notice contemplated by the Earnout Agreement, which notices shall in each case be promptly issued upon the occurrence of each triggering event as set forth in the Earnout Agreement. The escrow agent will have no obligation to determine whether a triggering event under the Earnout Agreement has occurred or is contemplated to occur. The escrow agent will have only those duties as are specifically and expressly provided in the Escrow Agreement, which will be deemed purely ministerial in nature. The escrow agent will keep proper books of record and account in which full and correct entries will be made of all release activity in the escrow account. The escrow agent will not be liable for any error of judgment, except for its own gross negligence, willful misconduct or actions taken in bad faith (each as determined by a final judgment of a court of competent jurisdiction). Absent gross negligence, bad faith or willful misconduct, the escrow agent may rely upon and will not be liable for acting or refraining from acting upon any written document furnished to it and reasonably believed by it to be genuine.

In the event that the escrow agent is uncertain or believes there is some ambiguity as to its duties or rights hereunder or receives instructions, claims or demands from any party that, in its opinion, conflict with any of the provisions of the Escrow Agreement, the escrow agent will be entitled to refrain from taking any action and its sole obligation will be to keep safely all property held in escrow until it is given a joint direction in writing by the Founders and the TDR Investor that eliminates such ambiguity or uncertainty to the satisfaction of the escrow agent or by a final and non-appealable order or judgment of a court of competent jurisdiction.

The Escrow Agreement will terminate on the earlier of the termination of the Earnout Agreement and five calendar days after all the escrow shares have been released. The escrow agent may resign from its duties or obligations by giving 30 days’ advance notice in writing of such resignation. By joint written instructions, the Founders and the TDR Investor will have the right to terminate their appointment of the escrow agent upon 30 days’ notice to the escrow agent.

The escrow agent will be entitled to compensation for its services under the Escrow Agreement as escrow agent and for reimbursement for its reasonable, documented out-of-pocket costs and expenses incurred by it in performance of its duties.

The escrow agent will be liable for any losses of the Founders or the TDR Investor only to the extent such losses are determined by a court of competent jurisdiction to be a result of the escrow agent’s bad faith, gross negligence or willful misconduct; provided, however, that any liability of the escrow agent with respect to, arising from or arising in connection with the Escrow Agreement, or from all services provided or omitted to be provided under the Escrow Agreement, will not exceed the aggregate value of the escrow shares deposited with the escrow agent. The Founders and the TDR Investor will jointly and severally indemnify and hold the escrow agent harmless from and against, and the escrow agent will not be responsible for, any and all losses arising out of or attributable to the escrow agent’s duties under the Escrow Agreement, including the reasonable costs and expenses of defending itself.

Transition Services Agreement

As a condition precedent to the closing of the business combination, the Holdco Acquiror, Williams Scotsman and Algeco Global will enter into a Transition Services Agreement, substantially in the form of Exhibit E to the Stock Purchase Agreement. The purpose of the Transition Services Agreement is to ensure an orderly transition of the business of Williams Scotsman and effectuate the Carve-Out Transaction. Pursuant to the Transition Services Agreement, each party will provide or cause to be provided (in such capacity, as

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“provider”) to the other party or its affiliates (in such capacity, as “recipient”) certain services, use of facilities and other assistance on a transitional basis.

The services to be provided pursuant to the Transition Services Agreement include use of office space and information technology, human resources, accounting, insurance, legal, tax, treasury and other services based on a pro-rata basis pass through of rent for office space and a pro-rata pass through of shared services, actual cost, estimated cost of benefits and a 5% mark-up to account for other overhead. Fees for each service will not increase except to the extent there is a documented increase after the date of the Transition Services Agreement in the costs actually incurred by the provider. A provider will provide a recipient with documentation supporting the calculation of any service fee as recipient may reasonably request.

The services will be provided on an as needed and as requested basis on the terms listed on Schedule A of the Transition Services Agreement and will be for the sole use and benefit of the relevant recipient. A provider of services must use commercially reasonable efforts to provide services under the Transition Services Agreement and in causing a third party to perform services. Each provider will provide or cause to be provided to each recipient each service until the expiration of the applicable period set forth on the relevant service schedule or the mutual written agreement of the parties. The parties are required to use commercially reasonable efforts to become independent of the other party with respect to each service and assume responsibility for such services as promptly as practicable following the Closing Date. Recipients are prohibited from sublicensing or otherwise transferring any services to a third party; however, a provider may hire or engage a subcontractor to perform any of such provider’s duties.

In addition, each party will appoint and designate a representative to act as its primary contact person directly responsible for coordinating and managing the delivery of services. Without the prior written consent of Algeco Global, WSC and the Holdco Acquiror will be prohibited from soliciting for employment, offering to hire or hiring, any employee of Algeco Global engaged in providing a service pursuant to the Transition Services Agreement until one year following the end of such employee’s provision of services thereunder.

The parties will negotiate in good faith and use commercially reasonable efforts to accommodate any change requests on commercially reasonable terms. Each party will also allow the other party reasonable access to its facilities as reasonably necessary for the other party to continue to operate its respective business in substantially the same manner in which such businesses operated prior to the Closing Date.

Each party will be liable to the other party for any losses resulting from the gross negligence or willful misconduct of such party but in no event will any party’s liability exceed, in the aggregate, the amount of services fees paid to such party under the Transition Services Agreement.

The Transition Services Agreement will terminate on the last date on which a provider is obligated to provide a service or the mutual written agreement of the parties. Recipients may from time to time terminate the Transition Services Agreement with respect to any service prior to the end of the applicable service period or request a reduction in part of the scope or amount of any service upon providing 30 days’ written notice to a provider. The Transition Services Agreement may also be terminated in whole, but not in part, by a provider in the event that a recipient defaults in payment when due of any service fee and such default continues unremedied for a period of 90 days after receipt of written notice of such default or two defaults in the timely payment of two or more consecutive payments of service fees payable (other than failure to pay in connection with a good faith dispute).

The Transition Services Agreement contains customary obligations with respect to treatment of confidential information including measures to maintain the confidentiality of any confidential information.

Registration Rights Agreement

As a condition precedent to the closing of the business combination, WSC, the TDR Investor, A/S Holdings, and certain other parties named on the signature pages thereto, will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), substantially in the form of Exhibit G to the Stock Purchase Agreement, that amends and restates that certain registration rights agreement, dated September 10, 2015 by and among Double Eagle and certain of its initial investors and provides such initial investors, the TDR Investor and A/S Holdings with certain demand, shelf and piggyback registration rights covering all shares of WSC Class A common stock owned by each holder, until such shares

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cease to be “Registrable Securities” as defined in the Registration Rights Agreement. The Registration Rights Agreement provides each of the TDR Investor, A/S Holdings and certain of the initial investors (the “Initiating Holders”), the right to request an unlimited number of demands, at any time following the Closing Date and customary shelf registration rights, subject to certain conditions. In addition, the agreement grants each of the TDR Investor, A/S Holdings and the Initiating Holders, piggyback registration rights with respect to registration statements filed subsequent to the Closing Date. WSC is responsible for all Registration Expenses (as defined in the Registration Rights Agreement) in connection with any demand, shelf or piggyback registration by any of the TDR Investor, A/S Holdings or the Initiating Holders. The registration rights under the Registration Rights Agreement are subject to customary lock-up provisions.

IP Agreement

As a condition precedent to the closing of the business combination, A/S Holding, the Holdco Acquiror and Williams Scotsman will enter into a Trademark Co-Existence Agreement, substantially in the form of Exhibit H to the Stock Purchase Agreement (the “IP Agreement”). The IP Agreement provides for, among other thing, the terms by which the parties will cooperate to simultaneously use certain trademarks that include the term “SCOTSMAN,” protect the goodwill of such trademarks, avoid customer confusion and ultimately wind down their use of such trademarks.

A/S Holding, on behalf of itself, the Sellers and their respective subsidiaries, will covenant to not, directly or indirectly:

Holdco Acquiror and Williams Scotsman will covenant to not, and will cause their subsidiaries to not, directly or indirectly:

Each party will further covenant to the other that in the event a party becomes aware of actual customer confusion resulting from their simultaneous use of certain marks, such party will notify the other and take commercially reasonable steps to address and prevent the confusion. All parties to the IP Agreement will be entitled to license the use of the trademarks subject to the IP Agreement so long as the licensee agrees to be bound by the above covenants.

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Pursuant to the IP Agreement, A/S Holding, the Sellers and their respective subsidiaries will be entitled to (i) for one year after the Closing Date, use all of the stocks of signs, letterheads, labels, office forms, packaging, invoice stock, advertisements and promotional materials, inventory and other documents and materials, and all internet and other electronic content and communications, in each case, existing on the Closing Date that include the term “SCOTSMAN” or certain other trademarks of Holdco Acquiror, Williams Scotsman and their subsidiaries, and (ii) for two years after the Closing Date, display the term “SCOTSMAN” or certain other trademarks of Holdco Acquiror, Williams Scotsman and their subsidiaries on all modular units leased by A/S Holding, any Seller or any of their respective subsidiaries to any third party in the ordinary course of business if such marks were displayed on such leased units as of the Closing Date. A/S Holding, on behalf of itself, each Seller and their respective subsidiaries, will agree to remove or obliterate all marks that include the term “SCOTSMAN” and certain other trademarks listed in the IP Agreement on stock and leased units after the expiration of the applicable foregoing periods; and in the case of the aforementioned leased units, within 30 days of the return of any such leased units or, if any such leased units is inaccessible upon the expiration of the two year period, as soon as reasonably practicable. Holdco Acquiror, Williams Scotsman and their respective subsidiaries will be entitled to identical rights and obligations with respect to the term “SCOTSMAN” and certain other trademarks of A/S Holding, the Sellers and their respective subsidiaries.

The IP Agreement may not be assigned by any party without prior written consent of other party, except upon the sale of all or substantially all of its assets provided that the assignee agrees in writing to be bound by the terms and conditions of the IP Agreement and the assigning party provides notice to the non-transferring party. In addition, the parties shall not assign or otherwise transfer their respective rights in the trademarks governed by the IP Agreement unless the transferee agrees in writing to be bound by the terms and conditions of the IP Agreement and the transferring party provides prior written notification to the non-transferring party.

The IP Agreement will continue in perpetuity unless terminated by mutual agreement or in the event either party has abandoned all of the trademarks subject to the IP Agreement. Either party will be entitled to terminate all rights to use their respective trademarks in the event of a material breach by the other party of any restriction imposed by the IP Agreement and such breaching party fails to cure such material breach within 60 days of written notice.

Holdco Acquiror Shareholders Agreement

Simultaneous with the issuance of the Stock Consideration to the Sellers, and as a condition precedent to the closing of the business combination, the Sellers, WSC and the Holdco Acquiror will enter into a Shareholders Agreement a form of which is attached as Exhibit J to the Stock Purchase Agreement. The Shareholders Agreement contains preemptive rights to permit the Sellers to avoid dilution and maintain their aggregate percentage ownership of Holdco Acquiror on a fully diluted basis upon any future issuance of any additional Holdco Shares or WSC for cash. Any future issuances that are not for cash and not offered to other existing shareholders of Holdco Acquiror on a preemptive basis or otherwise (i.e. derivatives issued by WSC, shares issued to a vendor on completion of an acquisition or the issuance of WSC Class B common stock to the Sellers or a TDR Permitted Transferee(s), as defined herein, as the case may be) would not trigger such preemptive rights. The Shareholders Agreement also contains customary tag along and drag along provisions and protective provisions for the Sellers, such that so long as the Sellers or a TDR Permitted Transferee(s), as the case may be, own any Holdco Shares, Holdco Acquiror will not, without the affirmative vote or unanimous written consent of all of the Sellers or TDR Permitted Transferee(s), as the case may be, amend its certificate of incorporation or bylaws or otherwise vary or amend the rights attaching to the Holdco Shares, in each case in a manner that would have a materially disproportionate effect on the Sellers as minority shareholders as compared to the other shareholders of Holdco Acquiror. For the avoidance of doubt, except as described in the preceding sentence, no affirmative vote or unanimous written consent of the Sellers or TDR Permitted Transferee(s) would be required in connection with any equity issuance.

The Shareholders Agreement provides that during the one year period following the Closing Date, the Sellers may not transfer their Holdco Shares except to TDR Capital LLC or one of its affiliates (the “TDR Permitted Transferee(s)”). WSC will have a right of first refusal to purchase the Holdco Shares held by the Sellers or a TDR Permitted Transferee(s), as the case may be, except in the case of transfers to TDR

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Permitted Transferees or exchanges pursuant to the Exchange Agreement (described below). The Sellers or TDR Permitted Transferee(s), as the case may be, will be entitled to vote that number of Holdco Shares held thereby in all matters submitted for a vote to the holders of Holdco Shares, voting together as a single class with holders of Holdco Shares. The Shareholders Agreement will also contain transfer restrictions regarding the WSC Class B Shares.

Pursuant to the terms of the Shareholders Agreement, the acquisition of any business similar to that of Williams Scotsman will be consummated either by Holdco Acquiror or a wholly-owned subsidiary of Holdco Acquiror, subject to certain exceptions. Notwithstanding the foregoing, in the event the board of directors of WSC determines in good faith that such acquisition should be consummated by a wholly-owned subsidiary of WSC that is a parent company of Holdco Acquiror, which will hold the assets or stock of the target entity upon consummation thereof, because it would be materially adverse to the target entity to consummate the acquisition through Holdco Acquiror or a wholly-owned subsidiary of Holdco Acquiror, the Shareholders Agreement will provide that appropriate adjustments will be made to ensure that the Sellers or TDR Permitted Transferee(s), as the case may be, are not disadvantaged by the fact that the assets or stock, as applicable, of the target entity are not held directly by Holdco Acquiror or a subsidiary thereof.

Holdco Acquiror Exchange Agreement

Pursuant to the terms and conditions of the Stock Purchase Agreement, as a portion of the purchase price contemplated thereunder, the Sellers will collectively receive, on a pro rata basis, (i) the number of shares of common stock, par value $0.0001 per share, of the Holdco Acquiror, equal to ten percent (10%) of the issued and outstanding Holdco Shares on a fully diluted basis as of the Closing Date and (ii) a corresponding number of shares of WSC Class B common stock representing a non-economic voting interest in WSC equal to the economic interest in WSC represented by the Holdco Shares (the “Stock Consideration”). Simultaneous with the issuance of the Stock Consideration to the Sellers, and as a condition precedent to the closing of the business combination, the Sellers, WSC and the Holdco Acquiror will enter into an Exchange Agreement a form of which is attached as Exhibit I to the Stock Purchase Agreement.

Subject at all times to the preemptive rights granted to the Sellers (or their permitted transferees, as the case may be) in the Holdco Acquiror Shareholders Agreement described above, the Exchange Agreement will provide that, among other things, the Holdco Shares may be subject to downward adjustment by the issuance of additional Holdco Shares to WSC for: (1) subsequent issuances of WSC Class A common stock, or any securities convertible or exchangeable into WSC Class A common stock, after the Closing, including to the TDR Investor (excluding (i) the release from escrow of any shares of WSC Class A common stock, warrants of WSC held by the Founders and restricted under the Earnout Agreement and any shares of WSC Class A common stock issued upon exercise of such warrants and (ii) any issued and outstanding public warrants or shares of WSC Class A common stock issued upon exercise of such existing public warrants) and (2) subsequent issuances of Holdco Shares to WSC in exchange for additional capital contributions by WSC to Holdco Acquiror.

The Exchange Agreement will also provide that at any time within five years after the Closing Date, the Sellers, or a TDR Permitted Transferee(s) (as defined below), as the case may be, will have the right, but not the obligation, to exchange all, but not less than all, of their Holdco Shares into newly issued shares of WSC Class A common stock in a private placement transaction. The aggregate Holdco Shares will be converted into that number of shares of WSC Class A common stock as determined by an exchange ratio to be agreed to, taking into account the average trading price of the WSC Class A common stock over a 20 day trading period on Nasdaq, or the applicable national securities exchange, and the aggregate ownership percentage of the Sellers of the issued and outstanding Holdco Shares at the time of the exchange, as adjusted to take into account any election by the Sellers, or a TDR Permitted Transferee(s), as the case may be, to exercise certain preemptive rights or the dilutive effect of certain other issuances of the Holdco Shares which do not trigger such preemptive rights. Upon such exchange, WSC will automatically redeem for no consideration all of the shares of WSC Class B common stock held by the Sellers.

The parties will covenant to execute a joinder agreement to the Registration Rights Agreement described above in this proxy/prospectus with respect to such newly issued shares of WSC Class A common stock and

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upon execution thereof be treated as a “holder” thereunder with the same demand, shelf, piggyback registration and similar rights granted to the TDR Investor thereunder.

WSC will make customary representations and warranties in the Exchange Agreement with respect to the issuance of the exchange shares and the exchanging party will make standard investor representations. WSC will covenant that the issuance of the exchange shares will be done in accordance with the Nasdaq marketplace rules or the rules of the applicable listing agency and that, upon exchange, it will take all actions necessary to ensure that the exchange shares are approved for listing on Nasdaq or any other national securities exchange.

Employment Agreements

Prior to the completion of the business combination, Williams Scotsman will enter into employment agreements with certain of its key executive officers. Descriptions of the employment agreements are provided under the section entitled “Management of WSC Following the Business Combination.”

Background of the Business Combination

The terms of the business combination are the result of negotiations among the representatives of Double Eagle, Williams Scotsman, the Algeco Group and TDR. The following is a brief description of the background of these negotiations and the resulting Business Combination.

Double Eagle is a blank check company formed in the Cayman Islands on June 26, 2015, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have sought to capitalize on the substantial deal sourcing, investing and operating expertise of our management team to identify and combine with businesses with high growth potential in the United States or internationally.

On September 16, 2015, we consummated our initial public offering, of 50,000,000 units, with each unit consisting of one Class A ordinary share and one warrant to purchase one-half share of one Class A ordinary share at an exercise price of $5.75 per half share ($11.50 per share per pair of warrants. The units in our initial public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $500,000,000. Prior to the consummation of our initial public offering, the Sponsor and Harry E. Sloan (together the “Founders”) purchased 12,500,000 founder shares (after various adjustments) for an aggregate purchase price of $25,000, or approximately $0.002 per share. On August 25, 2015, the Founders transferred 25,000 founder shares to each of James M. McNamara, Dennis Miller and Fredric Rosen (the “Independent Directors”), each of whom agreed to serve on Double Eagle’s board of directors upon the closing of our initial public offering.

Simultaneous with the consummation of our initial public offering, we consummated the private sale of 19,500,000 sponsor warrants to purchase one-half of one Class A ordinary share at an exercise price of $5.75 per half share ($11.50 per share per pair of warrants) to the Founders and the Independent Directors at a price of $0.50 per warrant, generating gross proceeds of $9,750,000. After deducting underwriting discounts and commissions and offering expenses, $500,000,000 of the proceeds of our initial public offering and the private placement of sponsor warrants (or $10.00 per unit sold in our initial public offering) was placed in a trust account with Continental Stock Transfer & Trust Company as trustee. The trust proceeds are invested in U.S. government treasury bills with a maturity of 180 days or less or money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations.

Initially, our Sponsor and our officers and directors agreed that we must complete our initial business combination by September 16, 2017, which was 24 months from the closing of our initial public offering. As further discussed below, on September 15, 2017, our shareholders approved the Extension Amendment Proposal (as defined below and as further described in the definitive proxy statement we filed with the SEC on September 5, 2017 relating to our extraordinary general meeting held on September 15, 2017 (the “Extension Meeting”)). At the Extension Meeting, our shareholders approved the Extension Amendment Proposal, which, among other things, extended the date by which we must (i) consummate a business combination, or

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(ii) cease our operations if we fail to complete such business combination and redeem all of our ordinary shares included as part of the units sold in our initial public offering, from September 16, 2017 to December 31, 2017.

Except for a portion that may be released to us to pay any income or franchise taxes, none of the funds held in the trust account will be released until the earlier of the completion of our initial business combination and the redemption of 100% of our public shares if we are unable to consummate a business combination by December 31, 2017. As of June 30, 2017, no cash had been withdrawn from the trust account.

Prior to the consummation of our initial public offering, neither Double Eagle, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with Double Eagle.

After our initial public offering, our officers and directors commenced an active search for prospective businesses or assets to acquire in our initial business combination. Representatives of Double Eagle were contacted by, and representatives of Double Eagle contacted, numerous individuals, financial advisors and other entities who offered to present ideas for business combination opportunities. Our officers and directors and their affiliates actively searched for and brought business combination targets. Additionally, our founding investor Harry E. Sloan was actively involved in the search for, and evaluation of, opportunities; and Mr. Sloan participated in many of the discussions and negotiations with targets, including Williams Scotsman.

During this search process, Double Eagle reviewed more than 50 acquisition opportunities and entered into discussions with more than 20 potential target businesses or their representatives. In addition to Williams Scotsman, we delivered draft term sheets to twelve other prospective targets, and executed term sheets with three of those other prospective transactions. We ultimately determined to abandon each of our other potential acquisition opportunities either because (i) we could not pre-empt a competitive auction process or alternative transaction path (e.g., an outright private sale or standalone initial public offering); (ii) the target did not have, or could not quickly and easily prepare, SEC-compliant financial statements; or extensive structuring or regulatory considerations would delay a transaction or create unacceptable uncertainty; or (iii) we concluded that the target business or the terms of a potential business combination would not be suitable for Double Eagle, particularly in comparison to our opportunity for a business combination with Williams Scotsman.

The majority of potential targets considered by Double Eagle were U.S. and international businesses in the media and entertainment sector, as well as new media, sports, leisure or other consumer-oriented sector, although we also evaluated potential transactions in other sectors including financial technology and a variety of industrials, amongst other opportunities.

On May 5, 2017, after the termination of negotiations with respect to a particular transaction, James Graf, Chief Financial Officer of Double Eagle, contacted a representative of Credit Suisse in London, given Credit Suisse’s familiarity with financial sponsors in Europe and their prior discussions about possible acquisition candidates for Double Eagle, and informed Credit Suisse that Double Eagle was still seeking business combination opportunities in all industry sectors.

On May 6, 2017, the representative of Credit Suisse called Mr. Graf to describe, in general terms, a possible transaction opportunity for Double Eagle with an undisclosed, London-based private equity firm. The proposed transaction involved acquiring a subsidiary of a portfolio company of that private equity firm via a public merger with Double Eagle, in a transaction in which the private equity firm would make a substantial equity commitment, with the resulting public platform well-positioned to pursue industry consolidation. Prior to the execution of a non-disclosure agreement between Double Eagle and the private equity firm, the representative of Credit Suisse indicated that he was not at liberty to disclose the identity of the portfolio company. Mr. Graf then discussed the proposed transaction with Mr. Baker, General Counsel of Double Eagle, Mr. Sagansky, Chief Executive of Double Eagle, and Mr. Sloan, founding investor of Double Eagle. During this time period, Mr. Sloan also generally discussed this possible transaction with another representative of Credit Suisse, with whom he has had a longstanding relationship.

On May 23, 2017, Mr. Sagansky, Mr. Sloan and Mr. Baker met with representatives of Credit Suisse in New York. The parties discussed in general terms the possible transaction with the unidentified portfolio company and explored certain considerations that public shareholders in special purpose acquisition companies

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often consider in reviewing proposed business combinations, including the quality of the management team, the growth prospects and opportunities for industry consolidation, the applicable industry and the size of the equity commitment of any participating private equity firm.

On May 25, 2017, Double Eagle and TDR Capital LLP signed a non-disclosure agreement, after which it was disclosed to Double Eagle that Williams Scotsman, a TDR portfolio company, was the potential counterparty.

On May 31, 2017, Double Eagle had a conference call with TDR and Credit Suisse, Williams Scotsman’s financial advisor in the possible business combination. On that call, the parties discussed the Williams Scotsman business generally, an overview of a possible transaction and the potential for the business combination to result in a platform from which it could pursue future acquisitions. Based on those discussions, the parties scheduled a follow-up meeting in London.

On June 3, 2017, Mr. Sagansky, Mr. Sloan and Fredric Rosen, an independent director of Double Eagle, met with representatives of TDR and Credit Suisse in London, with Mr. Baker, Mr. Graf and representatives of the Algeco Group attending by telephone. At that meeting and follow-on dinner, representatives of Double Eagle and TDR agreed to proceed with a mutual evaluation of a potential transaction and work toward signing a term sheet.

On June 5, 2017, a conference call was convened with Mr. Baker, Mr. Graf, representatives of Double Eagle’s accounting advisors, representatives from Double Eagle’s legal counsel, Winston & Strawn LLP, representatives from Credit Suisse and representatives from the Algeco Group and its independent auditors, accounting advisors and legal counsel, Allen & Overy LLP, to discuss structuring, tax and accounting issues related to the proposed transaction and timing for completion.

On June 6, 2017, Mr. Graf, on behalf of Double Eagle, sent an initial draft of a non-binding term sheet on behalf of Double Eagle to a representative of Credit Suisse to seek feedback from TDR and the Algeco Group. The initial draft non-binding term sheet provided for a pre-transaction enterprise valuation of approximately $1 billion for Williams Scotsman. TDR, Double Eagle and the Algeco Group proceeded to negotiate the proposed terms and conditions over the following weeks, during which time it was agreed that TDR subject to certain terms and conditions would commit up to $500 million for the transaction, a portion of which would be used to “backstop” a portion of the possible redemptions from Double Eagle shareholders, with the remainder for transaction expenses, cash on the balance sheet and ongoing commitment for subsequent qualifying merger and acquisition opportunities.

On June 7, 2017, the parties held a meeting at which members of Williams Scotsman management, members of management from the Algeco Group and representatives from Credit Suisse and BofA Merrill Lynch, a lead manager of Double Eagle’s initial public offering and financial advisor to Double Eagle on the possible business combination, were present along with the Double Eagle team. Williams Scotsman management delivered a detailed presentation on its business and the modular space industry and answered several hours of questions from Double Eagle and their financial advisors.

On June 9, 2017, a conference call was held with representatives from Double Eagle and BofA Merrill Lynch to discuss the proposed transaction in the context of other targets under consideration. Double Eagle and BofA Merrill Lynch also discussed possible concerns that the proposed transaction was outside of Double Eagle’s primary market and sector focus.

On conference calls held on June 14 and June 16, 2017, representatives of TDR and Credit Suisse discussed with Double Eagle and BofA Merrill Lynch TDR’s expectations that any transaction should value Williams Scotsman in excess of $1.0 billion, prior to transaction expenses and other adjustments, and believed they could deliver a transaction on that basis, subject to the satisfaction of certain conditions precedent, including the receipt of requisite approval from the board of Algeco Global and the consummation of an amendment to the Algeco Group’s existing ABL facility. On June 16, 2017, Mr. Graf, on behalf of Double Eagle, sent representatives of Credit Suisse a revised draft term sheet. Based on this and follow-up discussions among the parties, it was agreed that representatives of Double Eagle would travel to London to finalize negotiations on the term sheet with a view toward executing a term sheet and commencing the due diligence and transaction execution phase in the following week.

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Representatives of Double Eagle traveled to London on June 20, 2017. Over the course of June 20 to June 22, 2017, Messrs. Sagansky, Sloan, Graf and Baker met with representatives from TDR Capital and Credit Suisse at TDR Capital’s offices to discuss the remaining open issues on the term sheet. Ultimately, on June 22, 2017, following discussion among all the parties, the term sheet was executed by representatives of Double Eagle, TDR, Algeco Global and WSII. The term sheet provided that Double Eagle would pay a cash purchase price of approximately $1.065 billion to acquire 100% of Williams Scotsman, to be funded by a minimum of $250 million provided from Double Eagle’s trust account, approximately $550 million provided from new debt sources and the remaining balance necessary for the transaction, including cash to pay transaction expenses and to fund $125 million in cash to be available on the closing balance sheet cash, provided from a stock purchase by TDR Capital of Double Eagle’s shares at a purchase price of $9.60 per share. The term sheet also provided for the escrow of the founder shares and sponsor warrants on the terms reflected in the Earnout Agreement.

On June 22, 2017, Double Eagle confirmed that BofA Merrill Lynch and Deutsche Bank would represent Double Eagle as its financial advisors, in addition to their roles as capital markets advisors by virtue of their role as lead managers of our initial public offering. Immediately following the execution of the term sheet, Double Eagle and TDR hosted a conference call to initiate the due diligence and execution phase of the transaction with the various financial, legal and accounting advisors to the parties. BofA Merrill Lynch and Deutsche Bank informed Double Eagle that they are creditors to the Algeco Group under its ABL Facility and some of the proceeds from the sale of Williams Scotsman could be used by the Algeco Group to repay some of its borrowings under this facility.

We have agreed to pay BofA Merrill Lynch and Deutsche Bank a fee for their services in connection with the transactions, which is contingent upon the completion of the business combination. The Company also has agreed to reimburse BofA Merrill Lynch and Deutsche Bank for their expenses incurred in connection with BofA Merrill Lynch’s and Deutsche Bank's engagement and to indemnify BofA Merrill Lynch and Deutsche Bank, any controlling person of BofA Merrill Lynch or Deutsche Bank and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

Moreover, in addition to acting as lead managers of Double Eagle’s initial public offering and being entitled to a portion of the $19.5 million in deferred underwriting fees for our initial public offering, BofA Merrill Lynch and Deutsche Bank and their respective affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Algeco Global and certain of its affiliates and/or portfolio companies and have received or in the future may receive compensation for the rendering of these services, including having acted or acting as administrative agent, collateral agent, lead arranger and lender to Algeco Global in connection with Algeco Global’s ABL Facility. In addition, BofA Merrill Lynch, Deutsche Bank and their respective affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to the TDR Investor and Williams Scotsman and certain of their respective affiliates and/or portfolio companies and have received or in the future may receive compensation for the rendering of these services.

On June 23, 2017, Messrs Sagansky, Sloan and Baker met with Gerard Holthaus, Chairman of the Algeco Group, in New York, to discuss a potential return of Mr. Holthaus to Williams Scotsman as Chair of the public company upon consummation of the business combination. Mr. Holthaus, who had previously served as Chief Executive of Williams Scotsman from 1994 to 2010, expressed enthusiasm about the potential business combination and his interest in rejoining Williams Scotsman as Chair.

Upon signing the term sheet, Double Eagle and TDR requested proposals from multiple banks to manage the required debt financing for the transaction. BofA Merrill Lynch was ultimately retained to lead the credit facility component and Deutsche Bank was ultimately retained to lead the bridge financing/bond component of the debt financing.

On June 28, 2017, Double Eagle and its advisors were given access to a detailed electronic data room, including detailed financial projections for the target, which was updated from time to time to satisfy the ongoing requests of Double Eagle and its financial advisors.

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During the month of July 2017, financing banks reached out to Williams Scotsman’s management team and TDR representatives with various questions about the business and the transaction structure, as is customary in such financing processes.

During the week of July 10, 2017, representatives of Double Eagle, TDR and the Algeco Group held confidential meetings with certain Double Eagle shareholders, subject to confidentiality and trading restrictions. During the following weeks, Winston & Strawn, Double Eagle’s counsel, and Allen & Overy, the Algeco Group’s counsel, exchanged multiple drafts of the Stock Purchase Agreement and related transaction agreements.

Following the receipt of positive shareholder feedback following the meetings described above, Mr. Sagansky convened a special meeting of the board of directors of Double Eagle on July 14, 2017, in order to update them on the transaction with Williams Scotsman and the status of discussions with other potential targets of Double Eagle. Mr. Sagansky reported an enthusiastic response resulting from these shareholders meetings on the merit of a transaction with Williams Scotsman and no concern that the target was outside of Double Eagle’s primary sector focus.

On July 17, 2017, Double Eagle retained Oppenheimer & Co. as an additional financial advisor based on Oppenheimer’s specific industry experience and knowledge of the modular space and portable storage industries, the two specialty rental sectors in which Williams Scotsman operates. Oppenheimer, prior to its hiring, was not involved in any capacity as an advisor or lender on the proposed business combination with the Algeco Group, Williams Scotsman or Double Eagle. Double Eagle added Oppenheimer as a financial advisor for both its relevant industry experience as well as to add a financial advisor without any potential conflicts in consideration of BofA Merrill Lynch and Deutsche Bank’s dual role as creditors of the Algeco Group and arrangers of the debt for the transaction. Also on July 17, 2017, representatives of BofA Merrill Lynch distributed to the Double Eagle board of directors a memo citing certain material relationships with the parties potentially involved in the transaction.

On July 17, 2017, representatives of Allen & Overy shared term sheets summarizing the key terms of the debt financing that Williams Scotsman was seeking to arrange with representatives of Latham & Watkins, legal advisor to the financing banks. This led to a negotiation between TDR, Williams Scotsman and the financing banks via their respective legal advisors about a commitment letter whereby such financing banks would commit to provide the debt financing required to consummate the transaction.

On July 20, July 26 and August 4, 2017, the financing banks joined due diligence conference calls with Williams Scotsman management and TDR representatives to address their questions about Williams Scotsman’s operations and financial performance, as well as about the transaction structure.

On July 23, 2017, Mr. Baker, Mr. Graf and Mr. Sagansky had a dinner meeting in Baltimore with Mr. Soultz and Mr. Boswell, along with representatives from Oppenheimer. On July 24, 2017, Messrs. Sagansky, Graf and Baker and representatives from BofA Merrill Lynch, Credit Suisse and Oppenheimer were provided a tour of the Williams Scotsman headquarters in Baltimore and the parties participated in an extended due diligence session with Mr. Soultz, Mr. Boswell and other members of Williams Scotsman management. Prior to this session, Double Eagle had prepared a preliminary financial model with the support of Oppenheimer. The due diligence and modeling session covered an extensive list of questions prepared by Double Eagle, and in conjunction with numerous follow-up calls, emails and updates to the electronic data room, provided sufficient input for Double Eagle to complete and support its independently developed financial model, which is generally consistent with the model prepared by Williams Scotsman.

On August 2, 2017, Messrs. Sagansky, Sloan, Graf and Baker met with representatives from TDR in New York to discuss the status of the transaction and further review both the modular space industry and opportunities for industry consolidation in the near term. It was determined at that time there were no immediate term acquisition opportunities to pursue that could be reasonably negotiated and signed up to a term sheet or would otherwise require SEC disclosure prior to closing the transaction with Double Eagle.

On August 11, 2017, the parties mutually agreed to revise the transaction structure, such that Sellers would retain an unlisted 10% minority equity interest in the Holdco Acquiror. Double Eagle management and the Double Eagle board of directors believed this was a favorable change for Double Eagle and public

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shareholders, insofar as the Sellers’ interests would be aligned with Double Eagle shareholders following the closing of the business combination. In connection with this change in structure, the parties agreed to exclude estimated public company costs from the calculation of the purchase price. The increase in purchase price also took into account the customary practice that values all-cash transactions at a discount to transactions where the seller is paid part of the consideration in equity. Accordingly, the effective total amount payable by the Holdco Acquiror under the Stock Purchase Agreement was revised to $1.1 billion, consisting of $1.0215 billion in cash to be used first to pay third party and intercompany indebtedness of Williams Scotsman as contemplated by the Stock Purchase Agreement, with the remainder to be paid directly to the Sellers, on a pro rata basis, as consideration for the shares, and the remaining $78.5 million as additional consideration for the shares for the unlisted 10% minority equity interest. It was also agreed that the Sellers' 10% minority interest would be held through a holding company, with Double Eagle holding 90%, and that the Sellers' retained minority interest would not be subject to the Double Eagle transaction-related dilution. The parties also agreed to reduce the initial gross debt to be outstanding at closing to $490 million (or to $365 million in net debt after considering the $125 million in balance sheet cash at closing).

On August 14, 2017, Double Eagle held a board meeting to update the board on the transaction in detail, with all board members present. Prior to such meeting, the officers of Double Eagle, Messrs Sagansky, Graf and Baker had no less than ten (10) separate conversations with individual board members about Williams Scotsman, updating them on progress and the merits of the transaction compared to other opportunities under consideration. Feedback from the directors was universally positive. At the August 14, 2017 board meeting, the full board of directors unanimously approved (i) the termination of transaction discussions with other potential targets and (ii) the signing of the Stock Purchase Agreement.

On August 19, 2017, Algeco Global held a board meeting, at which the board was briefed by management and its legal advisors on the progress of the business combination, the Stock Purchase Agreement and the related transaction documentation and on the Algeco Group’s debt documents, including the ABL amendment. The board was also updated on the findings of its independent financial advisor, who had been retained by the board of Algeco Global to serve the board of directors of Algeco Global and to opine as to the fair market value of Algeco Global excluding WSII, and also to determine whether (i) the consideration to be received by Algeco Global in the proposed divestiture of WSII is fair to Algeco Global from a financial point of view and (ii) the terms of the proposed divestiture are not materially less favorable to Algeco Global than those that would have been obtained in a comparable transaction by Algeco Global with an unrelated person on an arm’s-length basis. The board of directors of Algeco Global ultimately approved the business combination.

On August 21, 2017, the parties executed the Stock Purchase Agreement and related transaction documentation (including financing commitment letters whereby the Commitment Parties committed to provide at closing the debt financing referenced above), issued a press release announcing the business combination and filed a Current Report on Form 8-K with the SEC including the Stock Purchase Agreement, the press release and an investor presentation to be used in meetings with current and potential investors.

On August 23, 2017, Double Eagle filed with the SEC a preliminary proxy statement providing notice of an extraordinary general meeting at which its shareholders would consider proposals to amend Double Eagle’s amended and restated memorandum and articles of association to extend the date that Double Eagle has to consummate a business combination from September 16, 2017 to December 31, 2017 (the “Extension Amendment Proposal”) and (ii) adjourn the Extension Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal. On August 25, 2017, Double Eagle announced that it had set August 28, 2017 as the record date in respect of the proposals to be voted on by Double Eagle’s shareholders at the Extension Meeting.

On September 5, 2017, Double Eagle filed with the SEC a definitive proxy statement, updated from the preliminary proxy statement filed on August 23, 2017, with respect to the matters to be voted on at the Extension Meeting. The definitive proxy statement was mailed to holders of record on or about September 5, 2017.

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