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United States securities and exchange commission logo
April 30, 2024
Hezron Lopez
Executive Vice President
WillScot Mobile Mini Holdings Corp.
4646 E. Van Buren Street, Suite 400
Phoenix, Arizona 85008
Re: WillScot Mobile
Mini Holdings Corp.
Registration
Statement on Form S-4
Filed April 8, 2024
File No. 333-278544
Dear Hezron Lopez:
We have conducted a limited review of your registration statement
and have the
following comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 filed April 8, 2024
The Transaction
Material U.S. Federal Income Tax Consequences of the Integrated Mergers,
page 80
1. We note your disclosure
that you intend for Integrated Mergers to qualify as
"reorganization" under
the provisions of Section 368 of the U.S. Internal Revenue Code,
and that you intend to
file opinions of counsel on tax matters. Please revise your
disclosure to identify
counsel as the source of the opinions summarized or provided, as
applicable. Please
refer to Section III of Staff Legal Bulletin No. 19 (October 14, 2011)
for guidance.
General
2. We note that your forum
selection provision in the WillScot Mobile Mini
Charter identifies a
state court located within the State of Delaware (or, if no state court
located within the
State of Delaware has jurisdiction, the federal district court for the
Hezron Lopez
WillScot Mobile Mini Holdings Corp.
April 30, 2024
Page 2
District of Delaware) as the exclusive forum for certain litigation,
including any
derivative action. Please disclose whether this provision applies
to actions arising under
the Securities Act or Exchange Act. If so, please also state that there
is uncertainty as to
whether a court would enforce such provision. If the provision applies
to Securities Act
claims, please also state that investors cannot waive compliance with
the federal securities
laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of
the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. If this provision does not apply to actions
arising under
the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision
in the governing documents states this clearly, or tell us how you will
inform investors in
future filings that the provision does not apply to any actions arising
under the Securities
Act or Exchange Act. Please also revise the Comparison of the Rights of
Shareholders, the
Transaction, and Risk Factors sections to clearly disclose that McGrath
shareholders will
now be subject to such exclusive forum clause, noting, if true, that
under the McGrath
Articles of Incorporation they were not subject to an exclusive forum
clause.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jenna Hough at 202-551-3063 or Dietrich King at
202-551-8071 with
any questions.
Sincerely,
FirstName LastNameHezron Lopez
Division of
Corporation Finance
Comapany NameWillScot Mobile Mini Holdings Corp.
Office of Trade &
Services
April 30, 2024 Page 2
cc: Jeffrey J. Pellegrino
FirstName LastName