25 unchanged sentences
There can be no assurance that these and other conditions to closing will be satisfied in a timely manner or at all.
−Removed: The Merger Agreement also includes customary termination provisions for both the Company and WillScot Mobile Mini, and we may be required to pay WillScot Mobile Mini a termination fee equal to $120 million in certain specified circumstances, including, among other circumstances, if WillScot Mobile Mini terminates the Merger Agreement following a Company Adverse Recommendation Change prior to receipt of Company Shareholder Approval (each as defined in the Merger Agreement) or (ii) the Company terminates the Merger Agreement to enter into an alternative acquisition agreement in respect of a Superior Proposal (as defined in the Merger Agreement).
−Removed: If we are required to make this payment, doing so may materially adversely affect our business, financial condition and results of operations.
+Added: The Merger Agreement also includes customary termination provisions for both the Company and WillScot Mobile Mini.
+Added: If we are required to make a termination payment, doing so may materially adversely affect our business, financial condition and results of operations.
In addition, McGrath could be subject to litigation related to any failure to complete the Transaction or related to any proceeding to specifically enforce McGrath’s obligation to perform McGrath’s obligations under the Merger Agreement.
9 unchanged sentences
On February 21, 2024, each of McGrath and WillScot Mobile Mini received a second request from the FTC in connection with the FTC’s review of the Transaction, which extends the waiting period until 30 days after both parties have substantially complied with the second request, unless the FTC early terminates the additional waiting period or the parties otherwise agree not to consummate the Transaction for a period of time after substantial compliance.
+Added: On July 24, 2024, the parties committed to the FTC that they would not close the Transaction prior to September 27, 2024.
+Added: However, the timeline is not binding on the FTC, which has the option to take alternative actions, including initiating legal proceedings against the parties in relation to the Transaction.
McGrath and WillScot Mobile Mini are working with the FTC to complete its investigation as soon as practicable.
+Added: In addition, McGrath has received civil investigative demands from three state attorneys general inquiring into the transaction.
+Added: Similarly, McGrath and WillScot Mobile Mini are working with those states to complete their investigations as soon as practicable.
However, neither WillScot Mobile Mini nor McGrath is required to agree to or commit to any actions that individually or in the aggregate would, or would reasonably be expected to have, a material adverse effect on WillScot Mobile Mini and its subsidiaries when taken as a whole, or McGrath and its subsidiaries when taken as a whole.
In addition, at any time before or after the completion of the Transaction, and notwithstanding the expiration or termination of applicable waiting periods, the DOJ or FTC or any state attorney general could take such action under the antitrust laws as such party deems necessary or desirable in the public interest.
−Removed: Such action could include, among other things, seeking to enjoin the completion of the Transaction, to rescind the Transaction or to conditionally permit the completion of the Transaction subject to regulatory conditions or other remedies.
+Added: Such action could include, among
+Added: other things, seeking to enjoin the completion of the Transaction, to rescind the Transaction or to conditionally permit the completion of the Transaction subject to regulatory conditions or other remedies.
In addition, in some circumstances, a third party could initiate a private action challenging, seeking to enjoin, or seeking to impose conditions on the Transaction.
14 unchanged sentences
If we are unable to retain and replace personnel, we could face disruptions in our operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs.
−Removed: • The Merger Agreement limits our ability to pursue alternatives to the Transaction and may discourage other companies from trying to acquire us for greater consideration than what WillScot Mobile Mini has agreed to pay.
−Removed: The Merger Agreement contains provisions that make it more difficult for us to sell our business to a company other than WillScot Mobile Mini.
−Removed: These provisions include a general prohibition on us soliciting any acquisition proposal or offer for a competing transaction.
−Removed: To date, no party has made an acquisition proposal following the execution of the Merger Agreement.
−Removed: If we terminate the Merger Agreement in connection with our Board of Directors’ authorization for us to enter into a definitive agreement to consummate an alternative transaction contemplated by a Superior Proposal, we will be required to pay a termination fee of $120 million.
−Removed: We may also be required to pay the $120 million termination fee if we or WillScot Mobile Mini terminate the Merger Agreement under certain other circumstances specified in the Merger Agreement.
−Removed: These provisions might discourage a third party that has an interest in acquiring all or a significant part of the Company from considering or proposing an acquisition, even if the party were prepared to pay consideration with a higher per share cash or market value than the Merger Consideration, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.
• Stockholder litigation could result in substantial costs and may delay or prevent the Transaction from being completed.
In connection with the announcement of the Transaction, as is common in the context of mergers and acquisitions of publicly-traded companies, we (along with our directors and officers) may attract lawsuits seeking to enjoin us from proceeding with or consummating the Transaction, or seeking to have the Transaction rescinded after its consummation.
−Removed: We may also receive demands from stockholders seeking more information or other board action.
+Added: We may also receive demands from shareholders seeking more information or other board action.
Defending against such claims, even those without merit, could result in substantial costs and divert management’s time and resources, which may negatively impact our financial condition and adversely affect our business and results of operations.
Such claims could prevent or delay the consummation of the Transaction, including through an injunction, and result in additional costs to us.
−Removed: The ultimate resolution of any such lawsuit cannot be predicted, and an
−Removed: adverse ruling in any such lawsuit may cause the Transaction to be delayed or not to be completed, which could cause us not to realize some or all of the anticipated benefits of the Transaction.
+Added: The ultimate resolution of any such lawsuit cannot be predicted, and an adverse ruling in any such lawsuit may cause the Transaction to be delayed or not to be completed, which could cause us not to realize some or all of the anticipated benefits of the Transaction.
+Added: For a discussion of the lawsuits that are currently pending, see Part II, Item 1, "Legal Proceedings" of this Form 10-Q, which is hereby incorporated by reference.
RISKS RELATED TO OUR STRATEGY AND OPERATION:
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We expend significant resources to minimize the risk of security breaches, including deploying additional personnel and protection technologies, training employees annually, and engaging third-party experts and contractors.
−Removed: Significant and increasing
−Removed: investments of time and resources by management and Board have been, and will continue to be, required to anticipate and address cybersecurity risks and incidents.
−Removed: However, given that the techniques used to obtain unauthorized access or to sabotage systems change frequently, and often are not identified until they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures in time to stop a cyber incident.
+Added: Significant and increasing investments of time and resources by management and Board have been, and will continue to be, required to anticipate and address cybersecurity risks and incidents.
+Added: However, given that the techniques used to obtain unauthorized access or to sabotage systems change
+Added: frequently, and often are not identified until they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures in time to stop a cyber incident.
Thus, there can be no assurance that our efforts to protect our data and information technology systems will prevent future breaches in our systems (or that of our third-party providers).
17 unchanged sentences
If we determine that our goodwill and intangible assets have become impaired, we may incur impairment charges, which would negatively impact our operating results.
−Removed: At March 31, 2024, we had $385.2 million of goodwill and intangible assets, net, on our Consolidated Balance Sheets.
+Added: At June 30, 2024, we had $382.7 million of goodwill and intangible assets, net, on our Consolidated Balance Sheets.
Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations.
88 unchanged sentences
These interest rate adjustments could cause periodic fluctuations in our operating results and cash flows.
−Removed: Our annual debt service obligations increase by approximately $6.2 million per year for each 1% increase in the average interest rate we pay based on the $623.6 million balance of variable rate debt outstanding at March 31, 2024.
+Added: Our annual debt service obligations increase by approximately $5.4 million per year for each 1% increase in the average interest rate we pay based on the $544.3 million balance of variable rate debt outstanding at June 30, 2024.
If interest rates rise in the future, and, particularly if they rise significantly, interest expense will increase and our net income will be negatively affected.
68 unchanged sentences
We may not be able to quickly redeploy modular and container units returning from leases, which could negatively affect our financial performance and our ability to expand, or utilize, our rental fleet.
−Removed: As of March 31, 2024, 60% of our modular and 57% of our container portfolios had equipment on rent for periods exceeding the original committed term.
+Added: As of June 30, 2024, 60% of our modular and 55% of our container portfolios had equipment on rent for periods exceeding the original committed term.
Generally, when a customer continues to rent the units beyond the contractual term, the equipment rents on a month-to-month basis.
121 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.