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Deal Diary: BofA, Rothschild, Goldman Help WillScot Lock Down McGrath

Published: February 6th, 2024
WillScot Mobile Mini turns to BofA, Rothschild and A&O on a $3.8 billion cash-and-stock agreement to buy McGrath, which uses Goldman and MoFo.

WillScot Mobile Mini Holdings Corp. (WSC) turned to Marc Daniels, Brian Henderson, Andrew Chassin and Michael Ruflin at BofA Securities Inc. along with Michael Speller at Rothschild & Co for financial advice on an agreement to buy McGrath RentCorp. (MGRC) for $3.8 billion in cash and stock announced Monday, Jan. 29.

David C. Ingles and Beth Troy of Allen & Overy LLP were M&A counsel to WillScot, a Phoenix-based lessor of offices and portable storage units where Hezron Timothy Lopez is the chief legal and compliance officer. A&O’s Jeffrey J. Pellegrino was finance counsel on the deal.

BofA and A&O worked with WillScot on the $323 million sale of its tanks and pumps segment to Kinderhook Industries LLC in 2022.

A&O advised the target side when TDR Capital LLP sold Williams Scotsman International Inc. to Double Eagle Acquisition Corp. for $1.1 billion in 2017, the deal that created WillScot, and went on to work with the surviving company on its purchase of Modular Space Holdings Inc. for $1.2 billion in 2018. A&O’s William F. Schwitter, Pellegrino and Troy advised WillScot on its 2020 merger with Mobile Mini Inc., while Rothschild advised WillScot on the financing there.

McGrath tapped Daniel Blank, Kevin Guidotti, Paolo Battaglia and Danny Genis at Goldman, Sachs & Co. for financial advice and Jaclyn Liu of Morrison & Foerster LLP for counsel. Gilda Malek is the general counsel at the target, a business-to-business rental company based in Livermore, Calif.

Blank advised WillScot on the Mobile Mini and Modular Space Holdings deals. He was at Morgan Stanley at the time and moved to Goldman in 2021.

MoFo’s Liu counseled McGrath last year on its $400 million purchase of Vesta Modular from Kinderhook Industries and the $265 million sale of Adler Tank Rentals LLC to Kinderhook portfolio company Ironclad Environmental Solutions.

WillScot will pay $123 in cash or about 2.82 shares per McGrath share, with 60% of the consideration in cash and 40% in stock. The buyer will pay $3 billion for the target’s equity and assume $800 million in debt.

The companies hope to close the deal in the second quarter of 2024, pending approvals from regulators and McGrath shareholders.

WillScot has secured a $1.75 billion senior secured bridge credit facility to fund the deal and in connection with it will increase its asset-backed lending facility from $3.7 billion to $4.45 billion.

JPMorgan Chase Bank NA, Wells Fargo Bank NA, MUFG Bank Ltd., Deutsche Bank AG, BofA and Bank of Montreal provided financing commitments for the increase in the ABL facility, the bridge facility or both.

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