Core Viewpoint - WillScot Holdings Corporation has declared a quarterly dividend of $0.07 per common share, which will be paid on June 18, 2025, to shareholders of record as of June 4, 2025 [1] Company Overview - WillScot is a leading provider of innovative temporary space solutions in North America, listed on the Nasdaq under the ticker symbol "WSC" [2] - The company offers a comprehensive range of products including modular office complexes, mobile offices, classrooms, temporary restrooms, portable storage containers, protective buildings, climate-controlled units, and clearspan structures, along with furnishings and supplementary services [2] - Headquartered in Phoenix, Arizona, WillScot operates approximately 260 branch locations and additional drop lots across the United States, Canada, and Mexico, serving diverse customer segments across all sectors of the economy [2]

Company Overview - WillScot Holdings Corporation is a leading provider of innovative temporary space solutions in North America, listed on the Nasdaq under the ticker symbol "WSC" [2] - The company offers a comprehensive range of products including modular office complexes, mobile offices, classrooms, temporary restrooms, portable storage containers, protective buildings, climate-controlled units, and clearspan structures, along with furnishings and supplementary services [2] - Headquartered in Phoenix, Arizona, WillScot operates approximately 260 branch locations and additional drop lots across the United States, Canada, and Mexico, serving diverse customer segments across all sectors of the economy [2] Upcoming Investor Conferences - WillScot will participate in several investor conferences in May 2025, including: - Barclays Americas Select Franchise Conference on May 6, 2025, in London, United Kingdom [4] - Oppenheimer 20th Annual Industrial Growth Conference on May 7, 2025, virtually [4] - Bank of America Industrials, Transportation & Airlines Key Leaders Conference on May 14, 2025, in New York, New York [4]

Core Viewpoint - WillScot Holdings Corporation will release its first quarter 2025 financial results on May 1, 2025, after market close, followed by a conference call and webcast to discuss the results [1]. Company Overview - WillScot is a leading provider of innovative temporary flexible space solutions in North America, listed on the Nasdaq under the ticker symbol "WSC" [3]. - The company offers a comprehensive range of products including modular office complexes, mobile offices, classrooms, temporary restrooms, portable storage containers, protective buildings, climate-controlled units, and clearspan structures, along with furnishings and supplementary services [3]. - Headquartered in Phoenix, Arizona, WillScot operates approximately 260 branch locations and additional drop lots across the United States, Canada, and Mexico, serving diverse customer segments across all sectors of the economy [3].

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

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

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

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

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

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

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