What changed in this filing

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Item 1A. Risk Factors

2022-02-25 compared with 2021-02-26 · 209 added, 216 removed, 280 unchanged (60% of the section changed)

Risks Relating to Our Business

We may be unable to successfully acquire and integrate new operations, including Mobile Mini and our conversion to its enterprise resource planning system, which could cause our business to suffer.

We may be unable to successfully make strategic acquisitions or integrate acquired businesses or assets into our operations, including Mobile Mini, for various reasons.

We completed the Mobile Mini Merger on July 1, 2020.

While the Mobile Mini integration is underway, we may explore other acquisitions in the future that meet our strategic growth plans.

In particular, we are engaged in a conversion of the Company’s legacy enterprise resource planning system ("ERP") to Mobile Mini’s ERP.

The ERP is designed to accurately maintain the company’s books and records and provide information important to the operation of the business to the company’s management team.

The Company’s ERP conversion will continue to require significant investment of human and financial resources.

In implementing the ERP, we may experience significant delays, increased costs and other difficulties.

Any significant disruption or deficiency in the design and implementation of the ERP could adversely affect our ability to process orders, deliver units, send invoices and track payments, fulfill contractual obligations or otherwise operate our business.

While we have invested significant resources in planning and project management, significant implementation issues may arise which could significantly impact our operations and financial performance.

We may be unable to successfully acquire and integrate new operations, which could cause our business to suffer.

We have historically achieved a significant portion of our growth through acquisitions, and we will continue to consider potential acquisitions on a selective basis.

There can be no assurance that we will be able to identify suitable acquisition opportunities in the future or that we will be able to consummate any such transactions on terms and conditions acceptable to us.

Additionally, we cannot predict if or when acquisitions will be completed, and we may face significant competition for acquisition targets.

Acquisitions involve numerous risks, including the following:

• difficulties in integrating the operations, technologies, products and personnel of the acquired companies;

• diversion of management’s attention from normal daily operations of the business;

• loss of key employees;

• difficulties in entering markets in which we have no or limited prior experience and where our competitors in such markets have stronger market positions;

• difficulties in complying with regulations, such as environmental regulations, and managing risks related to an acquired business;

• an inability to timely obtain financing, including any amendments required to existing financing agreements;

• an inability to implement uniform standards, controls, procedures and policies;

• undiscovered and unknown problems, defects, liabilities or other issues related to any acquisition that become known to us only after the acquisition, particularly relating to rental equipment on lease that are unavailable for inspection during the diligence process;

• loss of key customers, suppliers or employees.

Acquisitions involve numerous risks, including (a) difficulties in integrating the operations, technologies, management information systems, products and personnel of the acquired companies;

(b) diversion of management’s attention from normal daily operations of the business;

(d) difficulties in entering markets in which we have no or limited prior experience and where our competitors in such markets have stronger market positions;

(e) difficulties in complying with regulations, such as antitrust and environmental regulations, and managing risks related to an acquired business;

(f) an inability to timely obtain financing, including any amendments required to existing financing agreements;

(g) an inability to implement uniform standards, controls, procedures and policies;

(h) undiscovered and unknown problems, defects, liabilities or other issues related to any acquisition that become known to us only after the acquisition, particularly relating to rental equipment on lease that are unavailable for inspection during the diligence process;

and (i) loss of key customers or suppliers.

In connection with acquisitions, we may assume liabilities or acquire damaged assets, some of which may be unknown to us at the time of such acquisitions.

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In some cases, fleet condition or regulatory certification may be difficult to determine due to the fleet being on lease at the time of acquisition and/or inadequate certification records.

Fleet acquisitions may therefore result in a rectification cost that we may not have factored into the acquisition price, impacting deployability and ultimate profitability of the fleet we acquired.

Fleet acquisitions may therefore result in a rectification cost that we may not have factored into the acquisition price, impacting our ability to deploy units and the profitability of the fleet we acquired.

We must continue to take actions to realize the combined cost synergies that we forecast for the acquisition.

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Any of these events could cause reductions in our earnings per share, impact our ability to borrow funds under our credit facility, decrease or delay the accretive effect of the acquisitions that we anticipated and negatively impact our stock price.

Acquisitions are inherently risky, and we cannot provide assurance that the Mobile Mini Merger, or any future acquisitions will be successful or will not materially adversely affect our business, results of operations and financial condition.

Acquisitions are inherently risky, and we cannot provide assurance that any future acquisitions will be successful or will not materially adversely affect our business, results of operations and financial condition.

If we do not manage new markets effectively, some of our new branches and acquisitions may lose money or fail, and we may have to close unprofitable branches.

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To manage growth successfully, we will need to continue to identify additional qualified managers and employees to integrate acquisitions within our established operating, financial and other internal procedures and controls.

The efficient integration of any acquired operations will also require the integration of technology infrastructure systems and a transition to new systems when required.

An inability to integrate these systems following an acquisition, or an inability to scale our existing infrastructure or systems to support such acquired operations, might impact our ability to respond effectively to changing customer expectations, manage our business, scale our solutions effectively or impact our customer service levels, which could put us at a competitive disadvantage and negatively impact our financial results.

We will also need to effectively motivate, train and manage our employees.

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If we are not able to adjust our business in a timely and effective manner to changing economic conditions, our business, results of operations and financial condition may be materially adversely affected.

Moreover, the level of demand for our products and services is sensitive to the level of demand within various sectors, particularly the commercial and industrial, construction, education, energy and natural resources, and government end markets.

Each of these sectors is influenced not only by the state of the general global economy, but also by a number of more specific factors as well.

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For the year ended December 31, 2021, approximately 61.4%, 26.8%, 5.9%, and 5.9% of our revenue was derived from our NA Modular Solutions business, NA Storage Solutions business, UK Storage Solutions business and Tank and Pump Solutions business, respectively.

Our operations in any of these countries could be affected by foreign and domestic economic, political and regulatory risks, including the following:

• regulatory requirements that are subject to change and that could restrict our ability to assemble, lease or sell products;

• inflation, recession, and fluctuations in foreign currency exchange and interest rates;

• trade protection measures, including increased duties and taxes and import or export licensing requirements;

• compliance with applicable antitrust and other regulatory rules and regulations relating to potential acquisitions;

• different local product preferences and product requirements;

• pressures on management time and attention due to the complexities of overseeing multi-national operations;

• challenges in maintaining staffing;

• different labor regulations and the potential impact of collective bargaining;

• potentially adverse consequences from changes in, or interpretations of, tax laws;

• political and economic instability;

• enforcement of remedies in various jurisdictions;

• the risk that the business partners upon whom we depend for technical assistance will not perform as expected;

• compliance with applicable export control laws and economic sanctions laws and regulations;

• price controls and ownership regulations;

• obstacles to the repatriation of earnings and cash;

• differences in business practices that may result in violation of company policies, including, but not limited to, bribery and collusive practices;

• reduced protection for intellectual property in some countries.

These and other risks may materially adversely affect our business, results of operations and financial condition.

Our operations may be adversely impacted as a result of COVID‑19.

As a result of the ongoing global pandemic, governments around the world have implemented quarantines and significant restrictions on travel as well as work restrictions that prohibit many employees from going to work.

As millions of cases of COVID‑19 have been confirmed around the world, we expect COVID‑19 to continue to impact general commercial activity related to our supply chain and customer base, which could have a material adverse effect on our business, financial condition, or result of operations.

To the extent that the COVID‑19 pandemic continues, worsens, or vaccines are delayed, governments may impose additional restrictions or additional governments may impose restrictions.

COVID‑19 and those restrictions could result in additional businesses being shut down, additional work restrictions and supply chains being interrupted, slowed, or rendered inoperable.

As a result, it may be challenging to obtain and process raw materials to support our business needs, we may need to recognize material charges in future periods for impairments of our rental equipment, property, plant, and equipment and/or intangible assets.

Our operations in any of these countries could be affected by foreign and domestic economic, political and regulatory risks, including (a) regulatory requirements tha t are subject to change and that could restrict our ability to assemble, lease or sell products;

(b) inflation, recession, and fluctuations in foreign currency exchange and interest rates;

(d) compliance with applicable antitrust and other regulatory rules and regulations relating to potential acquisitions;

(e) different local product preferences and product requirements;

(f) pressures on management time and attention due to the complexities of overseeing multi-national operations;

(g) challenges in maintaining staffing;

(h) different labor regulations and the potential impact of collective bargaining;

(i) potentially adverse consequences from changes in, or interpretations of, tax laws;

(j) potentially adverse consequences from change in, or interpretation of, securities laws and other financial reporting regulations;

(k) political and economic instability;

(l) enforcement of remedies in various jurisdictions;

(m) the risk that the business partners upon whom we depend for technical assistance will not perform as expected;

(n) compliance with applicable export control laws and economic sanctions laws and regulations;

(o) price controls and ownership regulations;

(p) obstacles to the repatriation of earnings and cash;

(q ) differences in business practices that may result in violation of Company policies, including, but not limited to, bribery and collusive practices;

and (r) reduced protection for intellectual property in some countries.

Additionally, any sustained international conflict may have a negative economic or other impact on the markets we serve, our operations and financial results.

These a nd other risks may materially adversely affect our business, results of operations and financial condition.

Our operations may be adversely impacted by public health crises such as the global pandemic associated with COVID-19.

We are subject to risks related to public health crises, such as the global pandemic associated with COVID-19, which could significantly impact general commercial activity related to our supply chain and customer base and which could have a material adverse effect on our business, financial condition, or result of operations.

To the extent that the COVID-19 pandemic continues or worsens, or any future public health crisis emerges, governments may impose additional restrictions, including work restrictions, and supply chains may be interrupted, slowed, or rendered inoperable.

As a result, it may be challenging to obtain and process raw materials and labor resources necessary to support our business needs.

We may need to recognize material charges in future periods for impairments of our rental equipment, property, plant, and equipment and/or intangible assets.

Furthermore, our employees, suppliers or customers could become ill, quarantined or otherwise unable to work and/or travel due to health reasons or governmental restrictions.

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If our customers’ businesses continue to be affected, they might delay or reduce purchases from or payments to us, which could adversely affect our business, financial condition or results of operations.

In addition, increased volatility and diminished expectations for the global economy, coupled with the prospect of decreased business and consumer confidence and increased unemployment resulting from the COVID‑19 pandemic, may precipitate an economic slowdown and recession.

In addition, increased volatility and diminished expectations for the global economy, coupled with the prospect of decreased business and consumer confidence and increased unemployment resulting from the COVID-19 pandemic or any future public health crises may precipitate an economic slowdown and recession.

If the economic climate deteriorates, our ability to continue to grow our business organically or through additional acquisitions and integration of acquired businesses, as well as the financial condition of customers, suppliers and lenders, could be adversely affected, resulting in a negative impact on the business, financial condition, results of operations and cash flows of our Company.

The situation surrounding COVID-19 remains fluid.

A delay in wide distribution of a vaccine, or a lack of public acceptance of a vaccine, could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time.

Further, even if a vaccine is widely distributed and accepted, there can be no assurance that the vaccine will ultimately be successful in limiting or stopping the spread of COVID-19.

A lack of public acceptance of vaccines could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time.

Further, even if vaccines are widely accepted, there can be no assurance that the vaccine will ultimately be successful in limiting or stopping the spread of COVID-19 and its variants.

Therefore, it remains difficult to predict the potential impact of the virus on our results of operations and financial position.

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and labor disruptions.

However, given the evolving health, economic, social, and governmental environments, the potential impact that COVID‑19 could have on our risk factors that are further described herein remains uncertain.

However, given the evolving health, economic, social, and governmental environments, the potential impact that COVID-19 could have on our risk factors that are further

described herein remains uncertain.

Any future pandemics could similarly negatively impact our operations and financial results.

Several governmental entities have enacted or may enact enforceable government mandates with respect to employee vaccinations against COVID-19.

Any requirement to mandate COVID-19 vaccination of our workforce or require our unvaccinated employees to be tested weekly could result in employee attrition and difficulty securing future labor needs, which could adversely affect our business, financial condition or results of operations.

Any failure of our management information systems could disrupt our business operations both in the field and back office, which could result in decreased lease or sale revenue and increase overhead costs.

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In addition, the delay or failure to implement information system upgrades and new systems effectively could disrupt our business, distract management’s focus and attention from business operations and growth initiatives and increase our implementation and operating costs, any of which could materially adversely affect our operations and operating results.

Moreover, the integration of any acquisition may create unforeseen challenges for our management information systems which could result in unforeseen expenditures and other risks, including difficulties in managing facilities and employees in different geographic areas.

We believe we have implemented appropriate measures to mitigate potential risks;

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The measures that we employ to protect our systems may not detect or prevent cybersecurity breaches, natural disasters, terrorist attacks, telecommunication failures, computer viruses, hackers, phishing attacks, and other security issues.

We have previously been the target of an attempted cyber-attack and have from time to time experienced threats to our data

and systems, computer virus attacks and phishing attempts, and we may be subject to breaches of the information systems that we use.

We have previously been the target of an attempted cyber-attack and have from time to time experienced threats to our data and systems, computer virus attacks and phishing attempts, and we may be subject to breaches of the information systems that we use.

We have not experienced a material cybersecurity breach.

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In addition, because our systems contain information about individuals and other businesses, the failure to maintain the security of the data we hold, whether the result of our own error or the malfeasance or errors of others, could harm our reputation or give rise to legal liabilities leading to lower revenue, increased costs, regulatory sanctions and other potential material adverse effects on our business, results of operations and financial condition.

Effective management of our fleet is vital to our business, and our failure to properly safeguard, design, manufacture, repair and maintain our fleet could harm our business and reduce our operating results and cash flows.

Effective management of our fleet is vital to our business, and our failure to properly safeguard, design, manufacture, repair, maintain and manage our fleet could harm our business and reduce our operating results and cash flows.

Our modular space and portable storage units have long economic lives and managing our fleet is a critical element to our leasing business.

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If we are not able to successfully manage our lease assets, our business, results of operations and financial condition may be materially adversely affected.

If we do not appropriately manage the design, manufacture, repair and maintenance of our product fleet, or if we delay or defer such repair or maintenance or suffer unexpected losses of rental equipment due to theft or obsolescence, we may be required to incur impairment charges for equipment that is beyond economic repair or incur significant capex to acquire new rental equipment to serve demand.

If we do not appropriately manage the design, manufacture, repair and maintenance of our product fleet, or if we delay or defer such repair or maintenance or suffer unexpected losses of rental equipment due to theft or obsolescence, we 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.

These failures may also result in personal injury or property damage 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 materially adversely affect our future operating results and cash flows.

If a significant number of leased units are returned in a short period of time, a large supply of units would need to be remarketed.

Our failure to effectively remarket a large influx of units returning from leases could materially adversely affect our financial performance.

Trade policies and changes in trade policies, including the imposition of tariffs, their enforcement and downstream consequences, may materially adversely affect our business, results of operations, and outlook.

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If this should occur, our business, financial condition, results of operations and cash flows may be materially adversely affected.

We intend to continue to launch operations into new geographic markets and/or add other business unit operations in existing markets, which may be costly and may not be successful.

WillScot and Mobile Mini have in the past, and we intend in the future, to expand our Modular Space, Storage Solutions and Tank and Pump Solutions operations into new geographic markets in North America.

This expansion could require financial resources that would not therefore be available for other aspects of our business.

In addition, this expansion could require the time and attention of management, leaving less time to focus on existing business.

If we fail to manage the risks inherent in our geographic expansion, we could incur capital and operating costs without any related increase in revenue, which would harm our operating results.

Changes in state building codes could adversely impact our ability to remarket our buildings, which could have a material adverse impact on our 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 items as structural specifications for earthquake safety, energy efficiency and environmental standards, fire and life safety, transportation, lighting and noise limits.

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When, and if, regulators clarify regulatory standards, the effect of the clarification may be to impose rules on our business and practices retroactively, at which time we may not be in compliance with such regulations and we may be required to incur costly remediation.

If we are unable to pass these increased costs on to our customers, our business, financial condition, operating cash flows and results of operations could be negatively impacted.

If we are unable to pass

these increased costs on to our customers, our business, financial condition, operating cash flows and results of operations could be negatively impacted.

Our operations face foreign currency exchange rate exposure, which may materially adversely affect our business, results of operations and financial condition.

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Fluctuations in interest rates may negatively impact the amount of interest payments, as well as our ability to refinance portions of our existing debt in the future at attractive interest rates.

In addition, certain of our end markets, as well as portions of our cost structure,

such as transportation costs, are sensitive to changes in commodity prices, which can impact both demand for and profitability of our services.

In addition, certain of our end markets, as well as portions of our cost structure, such as transportation costs, are sensitive to changes in commodity prices, which can impact both demand for and profitability of our services.

These changes could impact our future earnings and cash flows, assuming other factors are held constant.

Significant increases in raw material and labor costs could increase our operating costs significantly and harm our profitability.

We incur labor costs and purchase raw materials, including steel, lumber, siding and roofing, paint, glass, fuel and other products to perform periodic repairs, modifications and refurbishments to maintain physical conditions of our units and in connection with get-ready, delivery and installation of our units.

Significant increases in the costs and restrictions on the availability of raw materials and labor could increase our operating costs significantly and harm our profitability.

We incur labor costs and purchase raw materials, including steel, lumber, siding and roofing, paint, glass, fuel and other parts and materials to perform periodic repairs, modifications and refurbishments to maintain physical conditions of our units and in connection with get-ready, delivery and installation of our units.

The volume, timing and mix of such work may vary quarter-to-quarter and year-to-year.

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If this happens, our results of operations and financial condition could decline.

In addition, the availability of raw materials components fluctuates from time to time due to factors outside of our control, including trade laws and tariffs, natural disasters, global pandemics like COVID-19 and resulting supply chain disruptions, and may impact our ability to meet the production demands of our customers.

If the costs of raw materials increase or the availability thereof is restricted, it could adversely affect our financial condition, operating results and cash flows.

Fluctuations in fuel costs or oil prices, a reduction in fuel supplies, or a sustained decline in oil prices may have a material adverse effect on our business and results of operations.

In connection with our business, to better serve our customers and limit our capex, we often move our fleet from branch to branch.

In connection with our business, to better serve our customers and limit our capital expenditures, we often move our fleet from branch to branch.

In addition, the majority of our customers arrange for delivery and pickup of our units through us.

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A significant or prolonged price fluctuation or disruption of fuel supplies could have a material adverse effect on our financial condition and results of operations.

Additionally, oil prices have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control.

Additionally, oil prices can be volatile and are subject to fluctuations in supply and demand, market uncertainty and a variety of additional factors that are beyond our control.

If oil prices remain volatile for an extended period of time or there is a sustained decline in demand for oil, demand for our Tank and Pump Solutions products from refineries and companies engaged in the exploration and production of oil and natural gas could be adversely impacted, which would in turn have an adverse effect on our results of operations and financial condition.

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We are subject to the costs and risks generally associated with labor disputes and organizing activities related to unionized labor.

From time to time, strikes, public demonstrations or other coordinated actions and publicity may disrupt our operations.

It is possible that strikes, public demonstrations or other coordinated actions and publicity may disrupt our operations.

We may incur increased legal costs and indirect labor costs as a result of contractual disputes, negotiations or other labor-related disruptions.

We have collective bargaining agreements with employees in portions of our Mexico-based operations, which accounted for approximately 2.0% of our total employees as of December 31, 2020.

We hav e collective bargaining agreements with employees in portions of our Mexico-based operations, which accounted for approximately 1% of our total employees as of December 31, 2021.

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 o r effects.

Other locations may also face organizing activities or effects.

Labor organizing activities could result in additional employees becoming unionized.

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We believe a unionized workforce outside of Mexico would generally increase our operating costs, divert attention of management from servicing customers and increase the risk of work stoppages, all of which could have a material adverse effect on our business, results of operations or financial condition.

Failure to retain key personnel could impede our ability to execute our business plan and growth strategy.

Our ability to profitably execute our business plan depends on our ability to attract, develop and retain qualified personnel.

Certain of our key executives, managers and employees have knowledge and an understanding of our business and our industry, and/or have developed meaningful customer relationships, that cannot be duplicated readily.

Our ability to attract and retain qualified personnel is dependent on, among other things, the availability of qualified personnel and our ability to provide a competitive compensation package, including the implementation of adequate drivers of retention and rewards

based on performance, and work environment.

Failure to retain qualified key personnel may materially adversely affect our business, results of operations and financial condition.

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If we determine that our goodwill, intangible assets, and indefinite-life intangible assets have become impaired, we may incur impairment charges, which may adversely impact our operating results.

We have a substantial amount of goodwill and indefinite-life intangible assets (trade names), which represents the excess of the total purchase price of our a cquisitions over the fair value of the assets acquired, and other intangible assets.

As of December 31, 2020, we had approximately $1,171.2 million and $495.9 million of go odwill and intangible assets, net, respectively, in our consolidated balance sheets, which represented approximatel y 21.0% and 9.0% of total assets, respectively, and primarily arose through our acquisition of Mobile Mini.

We test goodwill and indefinite-lived intangible assets for impairment on an annual basis and when events occur or circumstances change that indicate that the fair value of the reporting unit or intangible asset may be below its carrying amount.

Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding revenue growth rates, EBIT margins, capex, working capital requirements, tax rates, terminal growth rates, discount rates, exchange rates, royalty rates, benefits associated with a taxable transaction and synergistic benefits available to market participants.

We have a substantial amount of goodwill and indefinite-life intangible assets (trade names), which represents the excess of the total purchase price of our acquisitions over the fair value of the assets acquired, and other intangible assets.

As of December 31, 2021, we had approximately $1,178.8 million and $460.7 million of goodwill and intangible assets, net, respectively, in our consolidated balance sheet, which represented approximately 20.4% and 8.0% of total assets, respectively, and primarily arose through our acquisition of Mobile Mini.

We evaluate goodwill and indefinite-lived intangible assets for impairment on an annual basis and when events occur or circumstances change that indicate that the fair value of the reporting unit or intangible asset may be below its carrying amount.

Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding revenue growth rates, EBIT margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, exchange rates, royalty rates, benefits associated with a taxable transaction and synergistic benefits available to market participants.

Impairment may result from, among other things, deterioration in the performance of the business, adverse market conditions, stock price and adverse changes in applicable laws and regulations, including changes that restrict our activities.

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In the event impairment is identified, a charge to earnings would be recorded which may materially adversely affect our financial condition and results of operations.

Our ability to use our net operating loss carryforwards and other tax attributes may be limited.

A s of December 31, 2020, we had US net operating loss (“NOL”) carryforwards of approximately $1,187.5 million and $700.5 million for US federal income tax and state tax purposes, respectively, available to offset future taxable income, prior to consideration of annual limitations that Section 382 of the Internal Revenue Code of 1986 may impose.

The US NOL carryforwards begin to expire in 2021 for state and 2022 for federal if not utilized.

In addition, we had foreign NOLs of $14.1 million as a result of operations in Canada and Mexico.

Our Mexico and Canadian NOL carryforwards begin to expire in 2025 and 2038, respectively, if not utilized.

Our US NOL and tax credit carr yforwards could expire unused and be unavailable to offset future income tax liabilities.

Under Section 382 of the Internal Revenue Code and corresponding provisions of US state law, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its US NOLs and other applicable tax attributes before the ownership change, such as research and development tax credits, to offset its income after the ownership change may be limited.

We have completed Section 382 analysis for the Mobile Mini Merger.

As a result, if we earn net taxable income, our ability to use our pre-Mobile Mini Merger US NOL carryforwards to offset US federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us.

In addition, at the state level, there may be periods during which the use of US NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

Lastly, we may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control.

If we determine that an ownership change has occurred and our ability to use our historical NOL and tax credit carryforwards is materially limited, it may result in increased future tax obligations and income tax expense.

Some of the tax loss carryforwards could expire, and if we do 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 our calculation of the amount of our tax attributes, which could reduce certain of our recognized tax benefits.

Further, tax laws in certain jurisdictions may limit the ability to use carryforwards upon a change in control.

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

We recognize deferred tax assets primarily related to deductible temporary differences based on our 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 business interest expense limitations.

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 our US operating companies, where interest expense was not previously deductible as incurred but may become deductible in the future subject to certain limitations.

We may have to write down, through income tax expense, the carrying amount of certain deferred tax assets to the extent we determine it is not probable we will realize such deferred tax assets under US GAAP.

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

We are subject to income taxes in the US, Canada, Mexico and the UK.

Our tax liabilities are affected by the amounts we charged for inventory, services, funding and other transactions on an intercompany basis.

We are subject to potential tax examinations in these jurisdictions.

Tax authorities may disagree with our intercompany charges, cross-jurisdictional transfer pricing or other tax positions and assess additional taxes.

We regularly assess the likely outcomes of these examinations to determine the appropriateness of our tax provision.

However, there can be no assurance that we will accurately predict the outcomes of these potential examinations, and the amounts that we ultimately pay upon resolution of examinations could be materially different from the amounts we previously included in our income tax provision and, therefore, could have a material impact on our results of operations and cash flows.

In addition, our future effective tax rate could be adversely affected by changes to our operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets, changes in tax laws and the discovery of new information in the course of our tax return preparation process.

Changes in tax laws or regulations, including changes in the US related to the treatment of accelerated depreciation expense, carry-forwards of net operating losses, and taxation of foreign income and expenses may increase tax uncertainty and adversely affect our results of operations.

We are 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 our business.

Government Contract Laws and Regulations

We lease and sell our products to government entities, and this subjects us to statutes and regulations applicable 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, our failure to comply with these laws and regulations might result in administrative penalties or the suspension of our government contracts or debarment and, as a result, the loss of the related revenue which would harm our business, results of operations and financial condition.

We are not aware of any action contemplated by any regulatory authority related to any possible non-compliance by or in connection with our operations.

Our operations are subject to an array of governmental regulations in each of the jurisdictions in which we operate.

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These requirements include, for example:

• specialized disclosure and accounting requirements unique to US government contracts;

• financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the US government;

• public disclosures of certain contract and company information;

• mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.

(a) specialized disclosure and accounting requirements unique to US government contracts;

(b) financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the US government;

and (d) mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.

If we fail to comply with these requirements, our contracts may be subject to termination, and we may be subject to financial and/or other liability under our contracts or under the Federal Civil False Claims Act (the "False Claims Act").

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Any penalties, damages, fines, suspension or damages could adversely affect our ability to operate our business and our financial results.

Department of Transportation Regulations

Department of Transportation and Titling Regulations

We operate in the US pursuant to operating authority granted by the US Department of Transportation (the “DOT”).

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Should additional rules be enacted in the future, compliance with such rules could result in additional costs.

Additionally, we are subject to, and may be required to expend funds to ensure compliance with a variety of laws, regulations, and ordinances related to unit titling, stamping, and registration rules and procedures, and notification requirements to agencies and law enforcement relating to unit transfers, particularly when acquiring new assets and operations.

Many of these laws and regulations are frequently complex and subject to interpretation, and failure to comply with present or future regulations or changes in interpretations of existing laws or regulations may result in impairment or suspension of our operations and the imposition of penalties and other liabilities.

At various times, we may be involved in disputes with local governmental officials regarding the development and/or operation of our units.

We may be subject to similar types of regulations by governmental agencies in new markets.

In addition, new legal or regulatory requirements or changes in existing requirements may delay or increase the cost of acquiring and integrating new units, which may adversely impact our ability to conduct business.

Anti-Corruption Laws and Regulations

We are subject to various anti-corruption laws that prohibit improper payments or offers of payments to foreign governments and their officials by a US person for the purpose of obtaining or retaining business.

We operate in countries that may present a more corruptible business environment than the US Such activities create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of various laws, including the FCPA.

We operate in countries that may present a more corruptible business environment than the US.

Such activities create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of various laws, including the FCPA.

We have implemented safeguards and policies to discourage these practices by our employees and agents.

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We could also become liable if employees or other parties are improperly exposed to hazardous materials.

In addition, ongoing governmental review of hydraulic fracturing (“fracking”) and its environmental impact could lead to changes to this activity or its substantial curtailment, which could adversely affect our revenue and results of operations.

Approxima tely 2% of our consolidated rental revenue for the year ended December 31, 2020 was related to customers involved in the upstream expl oration and production of oil and natural gas.

In addit ion, ongoing governmental review of hydraulic fracturing (“fracking”) and its environmental impact could lead to changes to this activity or its substantial curtailment, which could adversely affect our revenue and results of operations.

Approximately 2% of our consolidated rental revenue for the year ended December 31, 2021 was related to customers involved in the upstream exploration and production of oil and natural gas.

A portion of this revenue involves rentals to customers that use the fracking method to extract natural gas.

The US Environmental Protection Agency has issued regulations or guidance regarding certain aspects of the process.

Other federal, state and local governments and

governmental agencies also investigate and/or regulate fracking.

Other federal, state and local governments and governmental agencies also investigate and/or regulate fracking.

Additional governmental regulation could result in increased costs of compliance or the curtailment of fracking in the future, which would adversely affect our revenue and results of operations.

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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 sites we own or third-party sites may require us to make additional expenditures, some of which could be material.

Responding to governmental investigations or other actions may be both time-consuming and disruptive to our operations and could divert the attention of our management and key personnel from our business operations.

The impact of these and other investigations and lawsuits could have a material adverse effect on our financial statements.

Our customer base includes customers operating in a variety of industries which may be subject to changes in their competitive environment as a result of the global, national or local economic climate in which they operate and/or economic or financial disruptions to their industry.

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Many of these customers, across this wide range of industries, are facing economic and/or financial pressure from changes to their industry resulting from the global, national and local economic climate in which they operate and industry-specific economic and financial disruptions, including, in some cases, consolidation and lower sales revenue from physical locations, resulting from the impact of the COVID-19 pandemic and the related changes in political, social and economic conditions.

These and any future changes to any of the industries in which our customers operate could cause them to rent fewer units from us or otherwise be unable to satisfy their obligations to us.

These and any future

changes to any of the industries in which our customers operate could cause them to rent fewer units from us or otherwise be unable to satisfy their obligations to us.

In addition, certain of our customers are facing financial pressure and such pressure, from COVID-19 or other factors, may result in consolidation in some industries and/or an increase in bankruptcy filings by certain customers.

Each of these facts and industry impacts, individually or in the aggregate, could have a materially adverse effect on our operating results.

Our operational measures designed to increase revenue while continuing to control operating costs may not generate the expected improvements and efficiencies and may not drive growth or returns.

We continually initiate new operational processes designed to increase revenue while continuing to pursue our strategy of reducing operating costs where available.

Additionally, we employ a hybrid sales strategy of using local sales people in addition to a centralized call center team designed to meet customer needs and drive revenue growth.

However, no assurance can be given that these strategies will achieve the desired goals and efficiencies in the future.

The success of these strategies is somewhat dependent on a number of factors that are beyond our control.

Even if we carry out these processes in the manner we currently expect, we may not achieve the improvements or efficiencies we anticipate, or on the timetable we anticipate.

There may be unforeseen productivity, revenue or other consequences resulting from our strategies that will adversely affect us or impact our strategies for asset management.

Therefore, there can be no guarantee that our strategies will prove effective in achieving desired profitability, margins, or returns on capital employed.

Additionally, these strategies may have adverse consequences if our cost cutting and operational changes are deemed by customers to adversely impact product quality or service levels.

We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business.

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See "Our operations may be adversely impacted as a result of COVID-19." In addition, the occurrence and threat of terrorist attacks may directly or indirectly affect economic conditions, which could adversely affect demand for our products and services.

In the event of a major natural or man-made disaster, we could experience loss of life of our employees, destruction of facilities or business interruptions, any of which may materially

adversely affect our business.

In the event of a major natural or man-made disaster, we could experience loss of life of our employees, destruction of facilities or business interruptions, any of which may materially adversely affect our business.

If any of our facilities or a significant amount of our rental equipment were to experience a catastrophic loss, it could disrupt our 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.

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Any such occurrence could materially adversely affect our business, results of operations and financial condition.

Our operations are dependent, in part, on our ability to establish and profitably maintain the appropriate physical presence in the markets we serve.

Our operations depend, in part, on our ability to develop and optimize our branch network and market coverage while maintaining profitability.

Our ability to optimize our branch network and market coverage requires active management of our real estate portfolio in a manner that permits locations and offerings to evolve over time, which to the extent it involves the relocation of existing branch locations or the opening of additional branch locations will depend on a number of factors, including our identification and availability of suitable locations;

our success in negotiating leases on acceptable terms;

and our timely development of new branch locations, including the availability of construction materials and labor and the absence of significant construction and other delays based on weather or other events.

These factors could potentially increase the cost of doing business and the risk that our business practices could result in liabilities that may adversely affect our business, results of operations and financial condition.

We have in the past, and we intend in the future, to expand our operations into new geographic markets.

This expansion could require financial resources that would not therefore be available for other aspects of our business.

In addition, this expansion could require the time and attention of management, leaving less time to focus on existing business.

If we fail to manage the risks inherent in our geographic expansion, we could incur capital and operating costs without any related increase in revenue, which would harm our operating results.

We may incur property, casualty or other losses not covered by our insurance.

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The occurrence of significant claims, a substantial rise in costs to maintain our insurance, or the failure to maintain adequate insurance coverage could have an adverse impact on our financial condition and results of operations.

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

While our typical lease terms include contractual provisions requiring customers to retain units on lease for a specified period, our customers generally rent their units for periods longer than the contractual lease terms.

As of December 31, 2020, the average lease duration of our lease portfolio was approximately 32 months.

If a significant number of leased units are returned in a short period of time, a large supply of units would need to be remarketed.

Our failure to effectively remarket a large influx of units returning from leases could materially adversely affect our financial performance.

Failure to close our unit sales transactions as we project could cause our 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 approxi mately 6.7% of WillScot Mobile Mini's revenue during the year ended December 31, 2020.

Sales of new and used modular space and portable storage units to customers represented approximately 5.7% of WillScot Mobile Mini's revenue during the year ended December 31, 2021.

Sale transactions are subject to certain factors that are beyond our control, including permit requirements, the timely completion of prerequisite work by others and weather conditions.

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As a result, our actual revenue and cash flow in a particular fiscal period may not consistently correlate to our internal operational plans and budgets.

If we are unable to accurately predict the timing of these sales, we may fail to take advantage of business and growth opportunities otherwise available, and our business, results of operations, financial condition and cash flows may be materially adversely affected.

If we are unable to accurately predict the timing of these sal es, we may fail to take advantage of business and growth opportunities otherwise available, and our business, results of operations, financial condition and cash flows may be materially adversely affected.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results, which could lead to a loss of investor confidence in our financial statements and have an adverse effect on our stock price.

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The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations, subject us to investigations from regulatory authorities or cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us.

We are subject to evolving public disclosure, financial reporting and corporate governance expectations and regulations that impact compliance costs and risks of noncompliance.

We are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC and Nasdaq, as well as evolving investor expectations around disclosures, financial reporting, corporate governance and environmental and social practices.

These rules and regulations continue to evolve in scope and complexity, and many new requirements have been created in response to laws enacted by the US and foreign governments, making compliance more difficult and uncertain.

The increase in costs to comply with such evolving expectations, rules and regulations, as well as any risk of noncompliance, could adversely impact us.

We may be unable to achieve our environmental, social and governance goals.

We are dedicated to corporate social responsibility and sustainability and face pressures from our employees, customers, and stockholders to make significant advancements in environmental, social and governance matters.

In part to address these concerns, we established certain goals as part of our ESG strategy.

Achievement of our goals is subject to risks and uncertainties, many of which are outside of our control, and it is possible that we may fail to achieve these goals or that our colleagues, customers, or stockholders might not be satisfied with our efforts.

These risks and uncertainties include, but are not limited to:

our ability to execute our operational strategies and achieve our goals within the currently projected costs and the expected timeframes;

the availability and cost of renewable energy and other materials;

compliance with, and changes or additions to, global and regional regulations, taxes, charges, mandates or requirements relating to climate-related goals;

labor-related regulations and requirements that restrict or prohibit our ability to impose requirements on third-party contractors;

the actions of competitors and competitive pressures;

an acquisition of or merger with another company that has not adopted similar goals or whose progress towards reaching its goals is not as advanced as ours;

and the pace of regional and global recovery from the COVID-19 pandemic.

A failure to meet our goals could adversely affect public perception of our business, employee morale or customer or stockholder support.

Further, an increasing percentage of employees, customers, and stockholders considers sustainability factors in making employment, business and investment decisions.

If we are unable to meet our goals, we may lose employees, and have difficulty recruiting new employees, investors, customers, or partners, our stock price may be negatively impacted, our reputation may be negatively affected, and it may be more difficult for us to compete effectively, all of which would have an adverse effect on our business, operating results, and financial condition.

Risks Relating to Income Tax

Our ability to use our net operating loss carryforwards and other tax attributes may be limited.

A s of December 31, 2021, we had US net operating loss (“NOL”) carryforwards of approximately $1,232.7 million and $632.9 million for US federal income tax and state tax purposes, respectively, available to offset future taxable income, prior to consideration of annual limitations that Section 382 of the Internal Revenue Code of 1986 may impose.

The US NOL carryforwards begin to expire in 2022 for state and federal if not utilized.

In addition, we had foreign NOLs of $3.9 million as a result of operations in Canada and Mexico.

Our Mexico and Canada NOL carryforwards begin to expire in 2026 and 2032, respectively, if not utilized.

Our US NOL and tax credit carryforwards could expire unused and be unavailable to offset future income tax liabilities.

Similar provisions apply with respect to certain state and non-US jurisdictions which could limit our ability to offset taxable income.

In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

We have tax attributes subject to the foregoing provisions primarily from the Merger.

Lastly, we may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control.

Some of the tax loss carryforwards could expire, and if we do 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 our calculation of the amount of our tax attributes, which could reduce certain of our recognized tax benefits.

Further, tax laws in certain jurisdictions may limit the ability to use carryforwards upon a change in control.

Such deductible temporary differences primarily relate to tax loss carryforwards and business interest expense limitations.

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.

We may have to write down, through income tax expense, the carrying amount of certain deferred tax assets to the extent we determine it is not more likely than not that we will realize such deferred tax assets under US Generally Accepted Accounting Principles ("GAAP").

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

We are subject to income taxes in the US, Canada, Mexico and the UK.

Our tax liabilities are affected by the amounts we charged for inventory, services, funding and other transactions on an intercompany basis.

We are subject to potential tax examinations in these jurisdictions.

Tax authorities may disagree with our intercompany charges, cross-jurisdictional transfer pricing or other tax positions and assess additional taxes.

We regularly assess the appropriateness of our tax positions based on all the facts including on-going tax examinations and the applicable tax laws.

However, there can be no assurance that we will accurately predict the outcomes of our tax positions or the challenges of applicable taxing authorities during tax examinations, and the amounts that we ultimately pay upon resolution of examinations could be materially different from the amounts we previously included in our income tax provision and, therefore, could have a material impact on our results of operations and cash flows.

Changes in tax laws or regulations, including changes in the US related to the treatment of accelerated depreciation

expense, carry-forwards of net operating losses, and taxation of foreign income and expenses may increase tax uncertainty and adversely affect our results of operations.

Risks Relating to Our Capital Structure

Global capital and credit market conditions could materially and adversely affect our ability to access the capital and credit markets or the ability of key counterparties to perform their obligations to us.

Although we believe the banks participating in our credit facility have adequate capital and resources, we 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 our lending

group were to fail, it is possible that the borrowing capacity under our facility would be reduced.

Practical, legal and tax limitations may also limit our ability to access and service the working capital needs of our businesses.

In the event that the availability under our credit facility were reduced significantly, we could be required to obtain capital from alternate sources to finance our capital needs.

The options for addressing such capital constraints would include, among others, obtaining commitments from the remaining banks in the lending group or from new banks to fund increased amounts under the terms of our credit facility, and seeking to access the public capital markets.

In addition, we may delay certain capex to ensure that we maintain appropriate levels of liquidity.

If it became necessary to access additional capital, any such alternatives could have terms less favorable than those terms under our credit facility, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

In addition, in the future we may need to raise additional funds to, among other things, refinance existing indebtedness, fund existing operations, improve or expand our operations, respond to competitive pressures or make acquisitions.

In the future we may need to raise additional funds to, among other things, refinance existing indebtedness, fund existing operations, improve or expand our operations, respond to competitive pressures or make acquisitions.

If adequate funds are not available on acceptable terms, we may be unable to achieve our business or strategic objectives or compete effectively.

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If we are unable to obtain financing on acceptable terms, we may have to curtail our growth by, among other things, curtailing the expansion of our fleet of units or our acquisition strategy.

Additionally, future credit market conditions could increase the likelihood that one or more of our lenders may be unable to hone their commitments under our credit facility, which could have an adverse effect on our financial condition and results of operations.

Additionally, future credit market conditions could increase the likelihood that one or more of our lenders may be unable to honor their commitments under our credit facility, which could have an adverse effect on our financial condition and results of operations.

Economic disruptions affecting key counterparties could also materially adversely affect our business.

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Our leverage may make it difficult for us to service our debt and operate our business.

As of December 31, 2020, we had $2,454.6 million of total indebtedness, excluding deferred financing fees and finance leases, consisting of $1,304.6 million of borrowings under our 2020 ABL Facility, $650.0 million of our 2025 Secured Notes, and $500.0 million of our 2028 Secured Notes.

Our leverage could have important consequences, including

• making it more difficult to satisfy our obligations with respect to our various debt and liabilities;

• requiring us to dedicate a substantial portion of our cash flow from operations to debt payments, thus reducing the availability of cash flow to fund internal growth through working capital and capex on our existing fleet or a new fleet and for other general corporate purposes;

• increasing our vulnerability to a downturn in our business or adverse economic or industry conditions;

• placing us at a competitive disadvantage compared to our competitors that have less debt in relation to cash flow and that, therefore, may be able to take advantage of opportunities that our leverage would prevent us from pursuing;

• limiting our flexibility in planning for or reacting to changes in our business and industry;

As of December 31, 2021, we had $2,760.1 million of total indebtedness, excluding deferred financing fees, consisting of $1,644.5 million of borrowings under our 2020 ABL Facility, $526.50 million of our 2025 Secured Notes, $500.0 million of our 2028 Secured Notes and $89.1 million of finance leases.

Our leverage could have important consequences, including (a) making it more difficult to satisfy our obligations with respect to our various debt and liabilities;

(b) requiring us to dedicate a substantial portion of our cash flow from operations to debt payments, thus reducing the availability of cash flow to fund internal growth through working capital and capital expenditure on our existing fleet or a new fleet and for other general corporate p urposes;

(d) placing us at a competitive disadvantage compared to our competitors that have less debt in relation to cash flow and that, therefore, may be able to take advantage of opportunities that our leverage would prevent us from pursuing;

(e) limiting our flexibility in planning for or reacting to changes in our business and industry;

(f) restricting us from pursuing strategic acquisitions or exploiting certain business opportunities or causing us to make non-strategic divestitures;

restricting us from pursuing strategic acquisitions or exploiting certain business opportunities or causing us to make non-strategic divestitures;

• limiting our ability to borrow additional funds or raise equity capital in the future and increasing the costs of such additional financings.

(g) requiring additional monitoring, reporting and borrowing base requirements under our 2020 ABL Facility if borrowings significantly increase or if certain liquidity thresholds are not satisfied;

and (h) limiting our ability to borrow additional funds or raise equity capital in the future and increasing the costs of such additional financings.

Our ability to meet our debt service obligations or to refinance our debt depends on our future operating and financial performance, which will be affected by our ability to successfully implement our business strategy as well as general economic, financial, competitive, regulatory and other factors beyond our control.

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Despite our current level of indebtedness, we and our subsidiaries will still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional debt in the future.

Although the credit agreement that governs our credit facility and the indentures that govern our outstanding notes contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of debt that we could incur in compliance with these restrictions could be substantial.

We and our subsidiaries may be able to incur substantial additional debt in the future, including in connection with capital leases.

these restrictions could be substantial.

In addition, the credit agreement that governs our credit facility and the indentures do not prevent us from incurring other obligations that do not constitute indebtedness under those agreements.

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We are subject to and may, in the future become subject to, covenants that limit our operating and financial flexibility and, if we default under our debt covenants, we may not be able to meet our payment obligations.

The credit agreement that governs our credit facility and the indentures that govern our outstanding notes, as well as any instruments that govern any future debt obligations, contain covenants that impose significant restrictions on the way our subsidiaries can operate, including restrictions on the ability to:

• incur or guarantee additional debt and issue certain types of stock;

• create or incur certain liens;

• make certain payments, including dividends or other distributions, with respect to our equity securities;

• prepay or redeem junior debt;

• make certain investments or acquisitions, including participating in joint ventures;

• engage in certain transactions with affiliates;

• create unrestricted subsidiaries;

• create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to, and on

the transfer of, assets to the issuer or any restricted subsidiary;

• sell assets, consolidate or merge with or into other companies;

• sell or transfer all or substantially all our assets or those of our subsidiaries on a consolidated basis;

• issue or sell share capital of certain subsidiaries.

(b) create or incur certain liens;

(d) prepay or redeem junior debt;

(e) make certain investments or acquisitions, including participating in joint ventures;

(f) engage in certain transactions with affiliates;

(g) create unrestricted subsidiaries;

(h) create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to, and on the transfer of, assets to the issuer or any restricted subsidiary;

(i) sell assets, consolidate or merge with or into other companies;

(j) sell or transfer all or substantially all our assets or those of our subsidiaries on a consolidated basis;

and (k) issue or sell share capital of certain subsidiaries.

Although these limitations are subject to significant exceptions and qualifications, these covenants could limit our ability to finance future operations and capital needs and our ability to pursue acquisitions and other business activities that may be in our interest.

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The inability to borrow under the credit facility or the use of available cash to repay the credit facility as a result of a valuation change may adversely affect our liquidity, results of operations and financial position.

The uncertainty regarding the potential phase-out of LIBOR may negatively impact our operating results.

LIBOR, the interest rate benchmark used as a reference rate on our variable rate debt, including our credit facility and interest rate swaps, is expected to be phased out after 2021, when private-sector banks are no longer required to report the

information used to set the rate.

Without this data, LIBOR may no longer be published, or the lack of quality and quantity of data may cause the rate to no longer be representative of the market.

At this time, no consensus exists as to what rate or rates will become accepted alternatives to LIBOR, although the US Federal Reserve, in connection with the Alternative Reference Rates Committee ("ARRC"), a steering committee comprised of large US financial institutions, is considering replacing US dollar LIBOR with the Secured Overnight Financing Rate ("SOFR").

The uncertainty regarding the phase-out of LIBOR may negatively impact our operating results.

Without this data, LIBOR may no longer be published, or the lack of quality and quantity of data may cause the rate to no longer be representative of the market, though the ICE Benchmark Administration, in its capacity as administrator of US dollar LIBOR, announced that it intends to extend publication of USD LIBOR (other than one-week and two-month tenors) until June 30, 2023.

At this time, no consensus exists as to what rate or rates may become accepted alternatives to LIBOR, and it is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR and whether one-month, three-month, six‑month, and twelve-month USD LIBOR rates will continue to be published until June 2023.

The US Federal Reserve, in connection with the Alternative Reference Rates Committee ("ARRC"), a steering committee comprised of large US financial institutions, is considering replacing US dollar LIBOR with the Secured Overnight Financing Rate ("SOFR").

SOFR is a more generic measure than LIBOR and considers the cost of borrowing cash overnight collateralized by US Treasury securities.

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We will also need to consider new contracts and if they should reference an alternative benchmark rate or include suggested fallback language, as published by the ARRC.

The consequences of these developments with respect to LIBOR cannot be entirely predicted and span multiple future periods but could result in an increase in the cost of our variable rate debt or derivative financial instruments which may be detrimental to our financial position or operating results.

Our largest stockholder may have the ability to influence our business and matters requiring approval by our stockholders.

Sapphire Holding , which is controlled by TDR Capital, beneficially owns approximately 26% of the issued and outstanding shares of our Common Stock and warrants giving it the right to buy 2,425,000 additional shares of our Common Stock.

Pursuant to a stockholders agreement entered into on July 1, 2020, by and among us and TDR Capital and c ertain of its affiliates, including Sapphire Holding, TDR Capital has the right to nominate two directors to our Board of Directors, for so long as TDR Capital beneficially owns at least 15% of our Common Stock and one director for so long as TDR Capital beneficially owns at least 5% of our Common Stock.

Two directors nominated by Sapphire Holding currently serve on our Board of Directors.

Sapphire Holding may have the ability to influence matters requiring approval by our stockholders, including the election and removal of directors, amendments to our certificate of incorporation and bylaws, any proposed merger, consolidation or sale of all or substantially all of our assets and certain other corporate transactions.

Sapphire Holding may have interests that are different from those of other stockholders.

In August 2018, Sapphire Holding pledged all of the shares of WillScot’s Class A Common Stock that it owned as security for a margin loan under which Sapphire Holding borrowed $125.0 million (the "Margin Loan").

The Margin Loan was scheduled to mature on August 23, 2020.

On August 21, 2020, Sapphire Holdings entered into an amended and restated margin loan agreement which, among other things, extends the maturity date of the Margin Loan to August 29, 2022.

As of December 31, 2020, 59,725,558 shares of Common Stock are pledged to secure repayment of amounts outstanding under the Margin Loan.

An event of default under the Margin Loan could result in the foreclosure on the pledged securities and another stockholder beneficially owning a significant amount of our Common Stock.

There can be no assurance that Sapphire Holdings will be able to extend, repay or refinance the loan on terms acceptable to it or at all.

The consequences of these developments with respect to LIBOR cannot be entirely predicted and

span multiple future periods but could result in an increase in the cost of our variable rate debt or derivative financial instruments which may be detrimental to our financial position or operating results.

On December 6, 2021, our indirect subsidiary entered into a LIBOR Transition Amendment to our credit facility for the application of a successor rate for borrowings denominated in Pounds Sterling from a LIBOR-based rate to a SONIA (Sterling Overnight Index Average)-based rate and borrowings denominated in Euros from a LIBOR-based rate to a EURIBOR (Euro Interbank Offered Rate)-based rate, subject to certain adjustments specified in our credit facility.

It is not currently possible to predict the effect of any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted.

The historical market price of WillScot Mobile Mini’s Common Stock has been volatile and the market price of our Common Stock may continue to be volatile and the value of your investment may decline.

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Volatility may cause wide fluctuations in the price of our Common Stock on Nasdaq.

The market price of our Common Stock is likely to be affected by:

• changes in general conditions in the economy, geopolitical events or the financial markets;

• variations in our quarterly operating results;

• changes in financial estimates by securities analysts;

• our share repurchase or dividend policies;

• other developments affecting us, our industry, customers or competitors;

• changes in demand for our products or the prices we charge due to changes in economic conditions, competition or other factors;

• general economic conditions in the markets where we operate;

• the cyclical nature of our customers’ businesses and certain end markets that we service;

• rental rate changes in response to competitive factors;

• bankruptcy or insolvency of our customers, thereby reducing demand for our used units;

• seasonal rental patterns;

• acquisitions or divestitures and related costs;

• labor shortages, work stoppages or other labor difficulties;

• possible unrecorded liabilities of acquired companies;

• possible write‑offs or exceptional charges due to changes in applicable accounting standards, goodwill impairment, or divestiture or impairment of assets;

• the operating and stock price performance of companies that investors deem comparable to us;

• the number of shares available for resale in the public markets under applicable securities laws;

• the composition of our shareholder base.

The market price of our Common Stock is likely to be affected by (a) changes in general conditions in the economy, geopolitical events or the financial markets;

(b) variations in our quarterly operating results;

(d) our share repurchase or dividend policies;

(e) other developments affecting us, our industry, customers or competitors;

(f) changes in demand for our products or the prices we charge due to changes in economic conditions, competition or other factors;

(g) general economic conditions in the markets where we operate;

(h) the cyclical nature of our customers’ businesses and certain end markets that we service;

(i) rental rate changes in response to competitive factors;

(j) bankruptcy or insolvency of our customers, thereby reducing demand for our used units;

(k) seasonal rental patterns;

(l) acquisitions or divestitures and related costs;

(m) labor shortages, work stoppages or other labor difficulties;

(n) possible unrecorded liabilities of acquired companies;

(o) possible write-offs or exceptional charges due to changes in applicable accounting standards, goodwill impairment, or divestiture or impairment of assets;

(p) the operating and stock price performance of companies that investors deem comparable to us;

(q) the number of shares available for resale in the public markets under applicable securities laws;

(r) the composition of our shareholder base;

and (s) other unspecified circumstances that may be company specific circumstances or overall industry and market driven.

Unresolved Staff Comments

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.

What changed 10-K

Item 1A. Risk Factors