Core Viewpoint - WillScot Holdings Corporation has successfully completed its Consent Solicitations for its existing Senior Secured Notes, allowing for proposed amendments to the indentures governing these notes [1][2]. Group 1: Consent Solicitations - The Consent Solicitations for the 6.625% Senior Secured Notes due 2029 and the 7.375% Senior Secured Notes due 2031 expired on March 21, 2025, at 5:00 p.m. New York City time [2]. - More than 66 2/3% of the holders of the outstanding 2029 Notes and 2031 Notes delivered valid consents, representing approximately 88% of the $500 million total outstanding principal amount of the 2029 Notes and approximately 83% of the $500 million total outstanding principal amount of the 2031 Notes [2]. Group 2: Financial Considerations - The Company will pay a total cash consideration of $500,000 to the holders of the Existing Notes who delivered valid consents, equating to approximately $0.57 per $1,000 principal amount of 2029 Notes and approximately $0.60 per $1,000 principal amount of 2031 Notes [3]. Group 3: Next Steps - Following the receipt of the requisite consents, WillScot intends to enter into supplemental indentures for the Existing Notes, which will become effective upon execution on March 24, 2025 [4]. Group 4: Company Overview - WillScot is a leading provider of innovative temporary space solutions in North America, offering a wide range of products including modular office complexes, mobile offices, and portable storage containers [6]. - The Company operates approximately 260 branch locations across the United States, Canada, and Mexico, serving diverse customer segments across various sectors of the economy [6].

Core Viewpoint - WillScot Holdings Corporation is amending the Consent Solicitations for its existing Senior Secured Notes to adopt certain amendments to the indentures governing these notes [1][2]. Group 1: Consent Solicitations - The Consent Solicitations are for holders of the 6.625% Senior Secured Notes due 2029 and the 7.375% Senior Secured Notes due 2031, with a record date of March 11, 2025 [1]. - The Consent Solicitations will expire at 5:00 p.m. New York City time on March 21, 2025, unless extended or terminated [3]. - To be effective, the Proposed Amendments require Consents from holders of at least 66 2/3% in aggregate principal amount of the outstanding notes for both series [3]. Group 2: Consent Fee - The Company will make a cash payment, termed the Consent Fee, to holders of Existing Notes who validly deliver their Consents by the Expiration Time, with an aggregate Consent Fee of $250,000 for each series [4]. - The Consent Fee for each $1,000 principal amount of Existing Notes will be calculated based on the outstanding principal amount and the amount of validly delivered Consents [4]. Group 3: Conditions and Obligations - The Company's obligation to accept Consents and pay the Consent Fee is contingent upon the satisfaction or waiver of certain conditions outlined in the Consent Solicitation Statement [5]. - Holders who do not consent to the Proposed Amendments will not receive a Consent Fee but will still be bound by the terms of the Proposed Amendments if they become effective [5]. Group 4: Company Overview - WillScot is a leading provider of innovative temporary space solutions in North America, offering a comprehensive range of products including modular office complexes and portable storage [8][9]. - The Company operates from approximately 260 branch locations across the United States, Canada, and Mexico, serving diverse customer segments across various sectors of the economy [9].

Core Viewpoint - WillScot Holdings Corporation announced a private offering of $500 million in senior secured notes with a 6.625% interest rate due in 2030, aimed at refinancing existing debt and financing a redemption of earlier notes [1][2][3]. Group 1: Offering Details - The senior secured notes were priced at 100% of their face value and are expected to close around March 26, 2025, pending customary closing conditions [1]. - The company plans to redeem all outstanding 6.125% senior secured notes due 2025 at a total redemption price of $526.5 million, which includes accrued interest [2]. - The net proceeds from the offering, approximately $493.5 million, along with an additional $33 million from existing credit facilities, will be used to finance the redemption and cover related expenses [3]. Group 2: Regulatory and Market Context - The notes will be offered only to qualified institutional buyers and non-U.S. persons, adhering to specific regulations under the Securities Act [4]. - The offering does not constitute an offer to sell or solicit any securities in jurisdictions where such actions would be unlawful [5]. Group 3: Company Overview - WillScot is a leading provider of innovative temporary space solutions in North America, offering a wide range of products including modular offices, mobile offices, and portable storage solutions [7]. - The company operates approximately 260 branch locations across the U.S., Canada, and Mexico, serving diverse customer segments across various sectors of the economy [7].

Core Viewpoint - WillScot Holdings Corporation is soliciting consents from holders of its existing Senior Secured Notes to amend certain provisions of the indentures governing these notes [1][2]. Group 1: Consent Solicitations - The consent solicitations are for the 6.625% Senior Secured Notes due 2029 and the 7.375% Senior Secured Notes due 2031 [1]. - The consent solicitations will expire at 5:00 p.m. New York City time on March 18, 2025, unless extended or terminated [3]. - The company needs at least 66.6667% of the outstanding principal amount of the Existing Notes to implement the proposed amendments [3]. Group 2: Company Overview - WillScot is a leading provider of innovative temporary space solutions in North America, offering a comprehensive range of products including modular office complexes and portable storage containers [6]. - The company operates approximately 260 branch locations across the United States, Canada, and Mexico, serving diverse customer segments [6].

Core Viewpoint - WillScot Holdings Corporation plans to offer $500 million in senior secured notes due 2030 to finance the redemption of its existing 2025 notes and related expenses [1][2][3] Group 1: Offering Details - The offering consists of $500 million aggregate principal amount of senior secured notes due 2030, which will be WSI's general second lien senior secured obligations [1] - The proceeds from the offering will be used to redeem all outstanding 6.125% senior secured notes due 2025, totaling $526.5 million, at a redemption price of 100% of the principal amount plus accrued interest [2] - The redemption of the 2025 notes is contingent upon WSI receiving sufficient proceeds from the debt financing [2][3] Group 2: Financial Strategy - WSI intends to use the net proceeds from the offering along with approximately $33 million of additional borrowings under the existing asset-based revolving credit facility to finance the redemption and cover related fees [3] - The notes will be offered only to qualified institutional buyers and non-U.S. persons, and will not be registered under the Securities Act [4] Group 3: Company Overview - WillScot is a leading provider of innovative temporary space solutions in North America, offering a range of products including modular office complexes, mobile offices, and portable storage containers [7] - The company operates approximately 260 branch locations across the United States, Canada, and Mexico, serving diverse customer segments [7]

QUARTERLY INVESTOR PRESENTATION FOURTH QUARTER 2024 February 20, 2025 SAFE HARBOR Forward Looking Statements This presentation contains forward-looking statements (including the guidance/outlook contained herein) within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. The words "estimates," "expects," "anticipates," "believes," "forecasts," "plans," "intends," "may," "will," "should," "shall," "outlook," "guidance," ...

Financial Data and Key Metrics Changes - In 2024, WillScot achieved record levels of revenue at $2.4 billion and adjusted EBITDA at $1.063 billion, reflecting modest growth despite market challenges [32] - Q4 total revenue was $603 million, a decline of about 2% year-over-year, with leasing revenue down approximately 3% [33] - Average monthly rental rates increased by 6% year-over-year for modular and 5% for storage, contributing to margin expansion of 30 basis points to 47.3% in Q4 [34] Business Line Data and Key Metrics Changes - Modular activation volumes were down low single digits year-over-year, while storage activations decreased by high single digits [27] - The company saw steady demand for value-added products, with perimeter solutions beginning to contribute to revenue [34] - The integration of sales and operations teams has improved efficiency and customer satisfaction, leading to a more unified approach in the market [15][16] Market Data and Key Metrics Changes - Non-residential construction start square footage was down 2% year-over-year in Q4, following mid-teen declines in previous quarters [26] - The company noted a mixed outlook for construction activity, with some larger projects showing consistent demand [28][100] - Customer sentiment is cautiously optimistic due to political certainty, but concerns remain regarding interest rates and tariffs [99][104] Company Strategy and Development Direction - WillScot's strategy focuses on enhancing operational efficiency, integrating sales and operations, and expanding product offerings through both organic growth and acquisitions [7][10] - The company aims to commercialize new product categories, including cold storage and clearspan structures, to drive higher value solutions [11] - A quarterly cash dividend was initiated to return capital to shareholders, reflecting confidence in the company's growth outlook [12] Management's Comments on Operating Environment and Future Outlook - Management acknowledged a challenging operating environment but emphasized the resilience of the business model [32] - The outlook for 2025 anticipates revenue of $2.375 billion and adjusted EBITDA of $1.045 billion, reflecting macroeconomic uncertainties [39] - Management expects volume headwinds to moderate through 2025, with a focus on improving commercial execution and operational excellence [40][49] Other Important Information - The company completed five acquisitions in 2024, investing $121 million to enhance its portfolio [37] - Adjusted free cash flow for 2024 was $554 million, with expectations for approximately $500 million in 2025 [45] - The company plans to invest in training and performance management to enhance sales team effectiveness [130] Q&A Session Summary Question: Can you discuss the long-term CapEx requirements for the business? - Management indicated that maintenance capital is estimated at around $200 million, with additional investments in new product areas [57] Question: What is the current spread between spot and average monthly rental rates for modular? - The spread for Q4 was approximately 11%, consistent with the previous quarter [60] Question: What are the main drivers for the 2024 to 2025 EBITDA bridge? - Key factors include volume headwinds, cost savings from previous initiatives, and investments in sales resources [64] Question: What is the outlook for VAPS penetration in 2025? - Management highlighted improvements in quoting processes and performance management as critical to increasing VAPS penetration [70] Question: What is the expected seasonal pattern for activations in 2025? - The company anticipates a more normalized seasonal pattern, with strong sequential increases expected in Q2 [76] Question: What is the outlook for free cash flow margin in 2025? - Free cash flow margin is expected to slightly decrease due to increased CapEx and cash taxes, but remains within a predictable range [86] Question: How is the enterprise account portfolio performing? - The enterprise accounts represent a significant opportunity, with ongoing efforts to deepen engagement and increase sales [136]

Core Insights - WillScot (WSC) reported revenue of $602.52 million for Q4 2024, a year-over-year decline of 1.6% [1] - The company's EPS for the same period was $0.49, an increase from $0.44 a year ago, indicating a positive earnings surprise of 4.26% compared to the consensus estimate of $0.47 [1] Revenue Breakdown - Leasing revenue was reported at $465.10 million, slightly below the estimated $466.62 million, reflecting a year-over-year decrease of 2.7% [4] - Sales revenue from rental units reached $20.03 million, significantly exceeding the estimated $14.31 million, marking a year-over-year increase of 43.4% [4] - Sales revenue from new units was reported at $21.77 million, slightly below the estimated $22.38 million, with a year-over-year increase of 18.9% [4] - Delivery and installation revenue was $95.61 million, below the estimated $100.35 million, representing a year-over-year decline of 6.5% [4] Stock Performance - Over the past month, WillScot's shares have returned -0.3%, contrasting with the Zacks S&P 500 composite's increase of 2.6% [3] - The stock currently holds a Zacks Rank 4 (Sell), suggesting potential underperformance relative to the broader market in the near term [3]

Group 1 - WillScot (WSC) reported quarterly earnings of $0.49 per share, exceeding the Zacks Consensus Estimate of $0.47 per share, and up from $0.44 per share a year ago [1][2] - The company posted revenues of $602.52 million for the quarter, missing the Zacks Consensus Estimate by 0.39%, and down from $612.38 million year-over-year [3] - WillScot shares have increased approximately 16.7% since the beginning of the year, outperforming the S&P 500's gain of 4.5% [4] Group 2 - The current consensus EPS estimate for the upcoming quarter is $0.38 on revenues of $586.64 million, and for the current fiscal year, it is $1.77 on revenues of $2.44 billion [8] - The Real Estate - Operations industry, to which WillScot belongs, is currently ranked in the bottom 13% of over 250 Zacks industries, indicating potential challenges ahead [9] - Redfin (RDFN), another company in the same industry, is expected to report a quarterly loss of $0.24 per share, reflecting a year-over-year decline of 20% [10]

Lease Agreements and Revenue - For the year ended December 31, 2024, over 90% of new lease orders were on standard lease agreements, pre-negotiated master leases, or national account agreements[43]. - The average effective duration of the consolidated lease portfolio for modular space and portable storage units was approximately 41 months, indicating predictable lease revenue[44]. - The average minimum contractual lease term at the time of delivery for modular space units was 10 months, with customers consistently extending their leases[45]. - The average effective duration of the lease portfolio for storage containers on rent was over 43 months as of December 31, 2024[46]. - The long-term nature of leases, with average lease durations of approximately 41 months, produces strong operating income and predictable cash flow[77]. - The average lease duration for the company's fleet is approximately three years, creating recurring opportunities for price increases[89]. Company Operations and Market Presence - The company operates approximately 260 branch locations and additional drop lots across the US, Canada, and Mexico, servicing diverse end markets[17]. - As of December 31, 2024, the company had over 362,000 total units, with a fleet net book value of $3.4 billion and approximately 128 million square feet of relocatable commercial space[48]. - The commercial and industrial market and the construction and infrastructure market accounted for approximately 43% and 42% of revenues, respectively, for the year ended December 31, 2024[51]. - The company generated approximately 94% of its revenue from the US, 5% from Canada, and 1% from Mexico for the year ended December 31, 2024[171]. - The company operates in the approximately $2 trillion North American market for commercial space, with a total addressable market estimated at $20 billion[79]. Acquisitions and Growth Strategy - The company executed 36 acquisitions totaling approximately $4.7 billion in total enterprise value since its public listing in 2017, enhancing its revenue and cost synergies[71]. - In 2023, the company acquired a US national provider of cold storage solutions and a US national provider of premium large clearspan structures, establishing market leadership in these segments[86]. - The company plans to continue pursuing acquisitions to expand geographic reach and capabilities while optimizing returns on capital[88]. - The company intends to expand operations into new geographic markets and product lines, which may require significant financial resources and management attention[163]. Product Offerings and Innovations - The company introduced new Value-Added Products (VAPS) including solar panels and perimeter solutions, expanding its product portfolio[19]. - The company achieved new product introductions in 2024, including proprietary solar racking systems and perimeter solutions through acquisitions[87]. - Modular space units can range from standalone portable units as small as 24 square feet to large complex units exceeding 40,000 square feet, showcasing versatility in offerings[20]. - The company’s blast-resistant modules are designed for quick deployment in hazardous industries, enhancing worksite safety[27]. Financial Performance and Cash Flow - Free Cash Flow generation has accelerated rapidly, with expectations to continue this trend and return capital to shareholders through share repurchases and dividends[94]. - The company targets and realizes unit-level internal rates of return (IRR) in excess of 25% when evaluating new modular units and storage containers[73]. - The company maintains a disciplined focus on return on capital, assessing opportunities for organic growth versus acquisitions[93]. Employee Engagement and Development - Approximately 90% of employees participate in the 401(k) retirement savings program, with the company matching $15.1 million in contributions in 2024[102]. - The company employs around 4,500 people across the US, Canada, Mexico, and India, with 72% working in branch locations[95]. - In 2024, employees completed over 35,000 hours of training across various courses, enhancing compliance, safety, and job-related skills[106]. - The company maintains a library of over 6,000 courses in its learning and development system, supporting continuous employee growth[106]. - The company has established Inclusiveness Resource Teams (IRTs) to promote diversity and inclusion within the workplace[105]. - The company has a foundational leadership development program that enrolls an average of 70 participants annually, fostering leadership skills[107]. Safety and Compliance - The Total Recordable Incident Rate (TRIR) for 2024 was 0.85, indicating a strong commitment to employee safety and a goal of creating a zero-harm culture[112]. - The company has implemented annual compliance training to maintain high standards of professionalism and integrity, including cybersecurity and data privacy[109]. Technology and Operational Efficiency - Investments in technology, including a consolidated CRM platform and upgraded logistics systems, are expected to drive operational efficiencies and improve customer experience[63]. - The company’s logistics and service capabilities are considered unrivaled in the industry, enhancing its value proposition to customers[42]. - The company has implemented a consolidated logistics platform and route optimization processes to minimize costs and emissions in 2024[91]. Risks and Challenges - The company has experienced a decline in new contract activations and units on rent in 2024 due to a decrease in non-residential construction square foot starts in the US[143]. - The company may face significant competition in the modular space and portable storage industries, which could result in pricing pressure and loss of market share[149]. - The company faces risks related to labor shortages and increased labor costs, which could adversely affect its ability to control expenses and efficiently conduct operations[156]. - The company is subject to evolving public disclosure and financial reporting regulations, which could increase compliance costs and risks of noncompliance[168]. - The company may incur unforeseen challenges and costs related to the integration of acquisitions, which could affect operational efficiency[141]. - The company is partly self-insured for various risks, and significant claims or a rise in insurance costs could adversely impact its financial condition[164]. - The company’s operations could be adversely affected by natural disasters or other business disruptions, impacting revenue and increasing costs[160]. - The company may incur impairment charges on goodwill and intangible assets if fair value assessments indicate a decline, which could adversely impact operating results[184]. Financial Obligations and Debt - Total indebtedness as of December 31, 2024, was $3.7 billion, including $1.6 billion under the ABL Facility and various secured notes totaling $2.2 billion[196]. - The company's ability to meet debt service obligations is contingent on future operating and financial performance, which may be adversely affected by various uncontrollable factors[197]. - The credit facility requires compliance with specified financial maintenance tests, and failure to meet these tests could result in immediate repayment demands from lenders[202]. - Covenants in the credit agreement impose restrictions on operational flexibility, including limitations on incurring additional debt and making certain payments[200]. Cybersecurity and Risk Management - The company has established a comprehensive cybersecurity risk management framework to protect stakeholders and ensure operational integrity[206]. - Cybersecurity threats could materially impact the company's business strategy and financial condition, prompting regular assessments and action plans[213]. - The company engages third-party experts to enhance cybersecurity processes and reduce risks associated with evolving threats[211].