e424b5
Filed pursuant to Rule 424(b)(5)
Registration
No. 333-124612
PROSPECTUS SUPPLEMENT
(To the prospectus dated July 11, 2005)
4,000,000 shares
Common Stock
We are selling 4,000,000 shares of our common stock. Our
common stock is quoted on the Nasdaq National Market under the
symbol MINI. The last reported sale price of our
common stock on March 23, 2006 was $28.17 per share.
Investing in our common stock involves risks. See Risk
Factors beginning on
page S-7 before
investing in our common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
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Per Share | |
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Total | |
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| |
Public offering price
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$ |
27.75 |
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$ |
111,000,000 |
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Underwriting discounts and commissions
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$ |
1.5262 |
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$ |
6,104,800 |
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Proceeds to Mobile Mini, Inc. (before expenses)
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$ |
26.2238 |
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$ |
104,895,200 |
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The underwriters may also purchase from us up to an additional
600,000 shares of our common stock at the price to public
less the underwriting discount to cover over-allotments, if any,
within 30 days of this prospectus supplement.
Delivery of the common stock to purchasers will be made on or
about March 29, 2006.
Joint Book-Running Managers
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CIBC World Markets |
Deutsche Bank Securities |
Co-Managers
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Needham & Company, LLC |
Americas Growth Capital LLC |
The date of this prospectus supplement is March 24, 2006.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of this offering
of our common stock and also adds to and updates information
contained in the accompanying prospectus and the documents
incorporated by reference into the accompanying prospectus. The
second part, the accompanying prospectus, provides more general
information. Generally, when we refer to this prospectus, we are
referring to both parts of this document combined. To the extent
there is a conflict between the information contained in this
prospectus supplement and the information contained in the
accompanying prospectus or any document incorporated by
reference therein filed prior to the date of this prospectus
supplement, you should rely on the information in this
prospectus supplement. If any statement in one of these
documents is inconsistent with a statement in another document
having a later date for example, a document
incorporated by reference in the accompanying
prospectus the statement in the document having the
later date modifies or supersedes the earlier statement.
We further note that the representations, warranties and
covenants made by us in any agreement that is filed as an
exhibit to any document that is incorporated by reference in the
accompanying prospectus were made solely for the benefit of the
parties to such agreement, including, in some cases, for the
purpose of allocating risk among the parties to such agreements,
and should not be deemed to be a representation, warranty or
covenant to you. Moreover, those representations, warranties or
covenants were accurate only as of the date when made.
Accordingly, the representations, warranties and covenants
should not be relied on as accurately representing the current
state of our affairs.
You should rely only on the information contained in this
prospectus supplement and contained, or incorporated by
reference, in the accompanying prospectus. Neither we nor the
underwriters have authorized anyone to provide you with
information that is different. The information contained in this
prospectus supplement and contained, or incorporated by
reference, in the accompanying prospectus is accurate only as of
the respective dates thereof, regardless of the time of delivery
of this prospectus supplement and the accompanying prospectus or
of any sale of our common stock. It is important for you to read
and consider all information contained in this prospectus
supplement and the accompanying prospectus, including the
documents incorporated by reference therein, in making your
investment decision. You should also read and consider the
information in the documents to which we have referred you in
the section entitled Where You Can Find More
Information in this prospectus supplement.
We are offering to sell, and seeking offers to buy, shares of
our common stock only in jurisdictions where offers and sales
are permitted. The distribution of this prospectus supplement
and the accompanying prospectus and the offering of our common
stock in certain jurisdictions may be restricted by law. Persons
outside the United States who come into possession of this
prospectus supplement and the accompanying prospectus must
inform themselves about, and observe any restrictions relating
to, the offering of our common stock and the distribution of
this prospectus supplement and the accompanying prospectus
outside the United States. This prospectus supplement and the
accompanying prospectus do not constitute, and may not be used
in connection with, an offer to sell, or a solicitation of an
offer to buy, any securities offered by this prospectus
supplement and the accompanying prospectus by any person in any
jurisdiction in which it is unlawful for such person to make
such an offer or solicitation.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information from this
prospectus supplement and the accompanying prospectus. It does
not contain all of the information that may be important to you.
We encourage you to carefully read this entire prospectus
supplement, the accompanying prospectus and the documents that
are incorporated herein, especially the Risk Factors
and the financial statements included elsewhere herein and
incorporated by reference hereto from our Annual Report on
Form 10-K for the
year ended December 31, 2005, before making an investment
decision.
Mobile Mini, Inc.
Founded in 1983, we believe we are the nations largest
provider of portable storage solutions through our lease fleet
of over 116,000 portable storage and portable office units at
December 31, 2005. We offer a wide range of portable
storage products in varying lengths and widths with an
assortment of differentiated features such as our proprietary
security systems, multiple doors, electrical wiring and
shelving. At December 31, 2005, we operated through a
network of 51 branches located in 30 states and one
Canadian province. Our portable units provide secure, accessible
temporary storage for a diversified client base of approximately
80,200 customers, including large and small retailers,
construction companies, medical centers, schools, utilities,
distributors, the U.S. military, hotels, restaurants,
entertainment complexes and households. Our customers use our
products for a wide variety of storage applications, including
retail and manufacturing inventory, construction materials and
equipment, documents and records and household goods. Based on
an independent market study, we believe our customers are
engaged in a vast majority of the industries identified in the
four-digit SIC (Standard Industrial Classification) manual
published by the U.S. Bureau of the Census. For the twelve
months ended December 31, 2005, we generated revenues of
approximately $207.2 million.
Since 1996, we have followed a strategy of focusing on leasing
rather than selling our portable storage units. We believe this
leasing model is highly attractive because the vast majority of
our fleet consists of steel portable storage units which:
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provide predictable, recurring revenues from leases with an
average duration of approximately 23 months; |
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have average monthly lease rates that recoup our current unit
investment within an average of 35 months; |
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have long useful lives exceeding 25 years, low maintenance
and high residual values; and |
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produce incremental leasing operating margins of approximately
54%. |
Since 1996, we have increased our total lease fleet from
13,600 units to 116,300 units, for a compound annual
growth rate, or CAGR, of 26.9%. As a result of our focus on
leasing, we have achieved substantial increases in our revenues
and profitability. Our annual leasing revenues have increased
from $17.9 million in 1996 to $188.6 million in 2005,
representing a CAGR of 29.9%. In addition to our leasing
operations, we sell new and used portable storage units and
provide delivery, installation and other ancillary products and
services.
Our fleet is primarily comprised of refurbished and customized
steel portable storage containers, which were built according to
the standards developed by the International Organization for
Standardization (ISO), and other steel containers
that we manufacture. We refurbish and customize our purchased
ISO containers by adding our proprietary locking and
easy-opening door systems. These assets are characterized by low
risk of obsolescence, extreme durability, long useful lives and
a history of high-value retention. We maintain our steel
containers on a regular basis. This maintenance consists
primarily of repainting units every two to three years,
essentially keeping them in the same condition as when they
entered our fleet. Repair and maintenance expense for our fleet
has averaged 2.9% of lease revenues over the past three fiscal
years and is expensed as incurred. We believe our historical
experience with leasing rates and sales prices for these assets
demonstrates their high-value retention. We are able to lease
our portable storage containers at similar rates, without regard
to the age of the container. In addition, we have sold
containers and steel offices from our lease fleet at an average
of 147% of original cost from
S-1
1997 to 2005. Appraisals on our fleet are conducted on a regular
basis by an independent appraiser selected by our banks, and the
appraiser does not differentiate in value based upon the age of
the container or the length of time it has been in our fleet.
Our most recent fair market value and orderly liquidation value
appraisals were conducted in January 2006. The appraisal of our
fair market value, appraised our fleet at a value in excess of
net book value. At December 31, 2005, based on these
appraisals, the fair market value of our lease fleet was
approximately 120.1% of our lease fleet net book value; and the
orderly liquidation value appraisal, on which our borrowings
under our revolving credit facility are based, appraised our
lease fleet at approximately $472.9 million, which equates
to 85.9% of the lease fleet net book value.
Recent Events
On February 17, 2006, we amended our $250.0 million
revolving credit facility through a modification of the credit
facility which, among other things, increased the amount of the
facility to $350.0 million. The initial borrowing rate
under the modified credit facility is LIBOR plus 1.50% per
annum or the prime rate less 0.25% per annum, whichever we
elect. As of February 17, 2006 of our $350.0 million
credit facility, we had approximately $172.5 million of
additional borrowing availability.
On February 22, 2006, our Board of Directors approved a
two-for-one
stock split in the form of a 100 percent stock dividend
payable on March 10, 2006, to shareholders of record as of
the close of business on March 6, 2006.
On March 13, 2006, Mobile Mini signed a definitive share
purchase agreement to acquire three companies of the Royal Wolf
Group (Royal Wolf) from Triton CSA International
B.V. for $52.5 million. We believe A Royal Wolf Portable
Storage, Inc. is the fifth largest portable storage company in
the United States and we believe its affiliate, Royalwolf
Trading (UK) Ltd., is the third largest portable storage
company in the United Kingdom. Royal Wolf Containers B.V.
operates a portable storage container rental and sales business
in The Netherlands. With this acquisition, Mobile Mini will be
adding two new California locations, one each in Fresno and
Oakland, six locations in the United Kingdom, and a branch in
Rotterdam, The Netherlands. In addition, the transaction
includes 10 U.S. locations where Mobile Mini currently has
branches. Combined, this acquisition adds approximately 18,000
portable storage containers, offices and related rental assets,
of which over 10,000 are based in Europe serving customers in
the greater metropolitan areas of London, Bristol, Liverpool,
Leeds, Birmingham, Edinburgh and Rotterdam. This transaction is
targeted to close in early April 2006.
Our principal executive office is located at
7420 S. Kyrene Road, Suite 101, Tempe, Arizona
85283. Our telephone number is (480) 894-6311. The term
Company herein means Mobile Mini, Inc.
S-2
The Offering
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Common stock we are offering |
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4,000,000 shares |
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Shares subject to the over-allotment option |
|
600,000 shares |
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Common stock to be outstanding after this offering |
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34,638,650 shares |
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Use of proceeds |
|
We intend to use the net proceeds from the sale of the
securities to redeem approximately $52.5 million of our
91/2% Senior
Notes due June 2013 at a price of 109.5% of the principal amount
therefore and the remainder to pay down borrowings under our
revolving credit facility. |
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Nasdaq National Market symbol |
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MINI |
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Dividend Policy |
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We do not currently intend to pay cash dividends on our common
stock. |
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Risk factors |
|
An investment in our common stock involves significant risks.
Before making an investment in our common stock, you should
carefully review the Risk Factors section beginning
on page S-7, as
well as the other documents incorporated by reference into this
prospectus supplement. |
The number of shares of our common stock to be outstanding after
this offering in the table above is based on the number of
shares outstanding as of March 13, 2006 and does not
include:
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2,934,514 shares of our common stock issuable upon the
exercise of stock options issued under our stock option plans
and outstanding as of March 13, 2006 having a weighted
average exercise price of $14.00 per share; |
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an additional 375,314 shares of common stock available for
future issuance under our stock option plan as of March 13,
2006; and |
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up to 1,200,000 shares of common stock available for future
issuance under our equity incentive plan, which is subject to
approval at our 2006 annual meeting of stockholders; and |
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up to 600,000 additional shares of common stock that we have
agreed to sell if the underwriters exercise in full their
over-allotment option. |
Unless otherwise stated, all information contained in this
prospectus supplement assumes that the underwriters do not
exercise their over-allotment option.
S-3
Summary Consolidated Financial Data
(in thousands, except per share and operating data)
The following table summarizes our selected consolidated
historical financial data for the stated periods. Amounts
include the effect of rounding. Certain prior-period amounts in
the tables have been reclassified to conform to the current
financial presentation.
On February 22, 2006, our Board of Directors approved a
two-for-one stock split in the form of a 100 percent stock
dividend. Per share amounts, share amounts and weighted numbers
of shares outstanding have been retroactively revised in the
tables for all periods presented.
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Year Ended December 31, | |
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2003 | |
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2004 | |
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2005 | |
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Consolidated Statements of Income Data:
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Revenues:
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|
|
|
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|
|
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|
|
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Leasing
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$ |
128,482 |
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$ |
149,856 |
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$ |
188,578 |
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Sales
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|
17,248 |
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|
17,919 |
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|
17,499 |
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Other
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|
838 |
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|
566 |
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|
1,093 |
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Total revenues
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146,568 |
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168,341 |
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207,170 |
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Costs and expenses:
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Cost of sales
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11,487 |
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11,352 |
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10,845 |
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Leasing, selling and general expenses
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80,124 |
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|
90,696 |
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109,257 |
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Florida litigation expense
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8,502 |
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Depreciation and amortization
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10,026 |
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11,427 |
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12,854 |
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Total costs and expenses
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|
110,139 |
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|
113,475 |
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132,956 |
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Income from operations
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36,429 |
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54,866 |
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|
74,214 |
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Other income (expense):
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Interest income
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2 |
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|
11 |
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Other income
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3,160 |
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Interest expense
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(16,299 |
) |
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|
(20,434 |
) |
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|
(23,177 |
) |
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Debt restructuring expense(1)
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(10,440 |
) |
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Income before provision for income taxes
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9,692 |
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34,432 |
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54,208 |
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Provision for income taxes
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3,780 |
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13,773 |
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20,220 |
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Net income
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$ |
5,912 |
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$ |
20,659 |
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$ |
33,988 |
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Earnings per share:
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Basic
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$ |
0.21 |
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$ |
0.71 |
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$ |
1.14 |
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Diluted
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$ |
0.20 |
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$ |
0.70 |
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$ |
1.10 |
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Weighted average number of common and common share equivalents
outstanding:
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Basic
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28,625 |
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28,974 |
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29,867 |
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Diluted
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28,925 |
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29,565 |
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30,875 |
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Other Data:
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EBITDA(2)
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$ |
46,457 |
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$ |
66,293 |
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$ |
90,239 |
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Net cash provided by operating activities
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40,690 |
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40,322 |
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69,249 |
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Net cash used in investing activities
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(55,269 |
) |
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(80,508 |
) |
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(113,275 |
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Net cash provided by financing activities
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12,730 |
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40,555 |
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43,282 |
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Operating Data:
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Number of branches (at year end)
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47 |
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48 |
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51 |
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Number of states and Canadian provinces (at year end)
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28 |
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29 |
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31 |
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Lease fleet units (at year end)
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89,542 |
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100,727 |
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116,317 |
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Lease fleet covenant utilization (annual average)
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78.7 |
% |
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80.7 |
% |
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82.9 |
% |
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Lease revenue growth from prior year
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10.6 |
% |
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16.6 |
% |
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25.8 |
% |
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Operating margin
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24.9 |
% |
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|
32.6 |
% |
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|
35.8 |
% |
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Net income margin
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4.0 |
% |
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|
12.3 |
% |
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|
16.4 |
% |
S-4
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At December 31, | |
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| |
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2003 | |
|
2004 | |
|
2005 | |
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| |
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| |
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(In thousands) | |
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Consolidated Balance Sheet Data:
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Lease fleet, net
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$ |
383,672 |
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$ |
454,106 |
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$ |
550,464 |
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Total assets
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515,080 |
|
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|
592,146 |
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|
704,957 |
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Total debt
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|
240,610 |
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|
277,044 |
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|
|
308,585 |
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Stockholders equity
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|
189,293 |
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|
216,369 |
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|
267,975 |
|
Reconciliation of EBITDA to net cash provided by operating
activities, the most directly comparable GAAP measure:
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Year Ended December 31, | |
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2003 | |
|
2004 | |
|
2005 | |
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| |
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| |
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(in thousands) | |
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EBITDA(2)
|
|
$ |
46,457 |
|
|
$ |
66,293 |
|
|
$ |
90,239 |
|
|
|
|
|
Interest paid
|
|
|
(8,841 |
) |
|
|
(19,254 |
) |
|
|
(21,727 |
) |
|
|
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|
Income and franchise taxes paid
|
|
|
(298 |
) |
|
|
(372 |
) |
|
|
(495 |
) |
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|
|
|
Provision for loss from natural disasters
|
|
|
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|
|
|
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|
|
1,710 |
|
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|
|
Amortization of stock-based compensation
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|
19 |
|
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|
Gain on sale of lease fleet units
|
|
|
(1,601 |
) |
|
|
(2,277 |
) |
|
|
(3,529 |
) |
|
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|
Loss on disposal of property, plant and equipment
|
|
|
44 |
|
|
|
604 |
|
|
|
704 |
|
|
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Gain on sale of short-term investments
|
|
|
(59 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes
|
|
|
240 |
|
|
|
350 |
|
|
|
372 |
|
|
|
|
|
Change in certain assets and liabilities, net of effect of
business acquired:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
327 |
|
|
|
(3,309 |
) |
|
|
(5,371 |
) |
|
|
|
|
|
Inventories
|
|
|
(1,781 |
) |
|
|
(2,178 |
) |
|
|
(4,823 |
) |
|
|
|
|
|
Deposits and prepaid expenses
|
|
|
(3,132 |
) |
|
|
(669 |
) |
|
|
(480 |
) |
|
|
|
|
|
Other assets and intangibles
|
|
|
(35 |
) |
|
|
37 |
|
|
|
(19 |
) |
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
9,369 |
|
|
|
1,097 |
|
|
|
12,649 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$ |
40,690 |
|
|
$ |
40,322 |
|
|
$ |
69,249 |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net income to EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2003 | |
|
2004 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
|
(in thousands, except | |
|
|
percentages) | |
|
|
|
|
Net income
|
|
$ |
5,912 |
|
|
$ |
20,659 |
|
|
$ |
33,988 |
|
|
|
|
|
Interest expense
|
|
|
16,299 |
|
|
|
20,434 |
|
|
|
23,177 |
|
|
|
|
|
Income taxes
|
|
|
3,780 |
|
|
|
13,773 |
|
|
|
20,220 |
|
|
|
|
|
Depreciation and amortization
|
|
|
10,026 |
|
|
|
11,427 |
|
|
|
12,854 |
|
|
|
|
|
Debt restructuring expense
|
|
|
10,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA(2)
|
|
$ |
46,457 |
|
|
$ |
66,293 |
|
|
$ |
90,239 |
|
|
|
|
|
|
|
|
|
|
|
EBITDA margin(3)
|
|
|
31.7 |
% |
|
|
39.4 |
% |
|
|
43.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
In 2002, the debt restructuring expense was recorded pursuant to
SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt. As required by
SFAS No. 145, losses from debt extinguishment have
been reclassified to pre-tax earnings for consistency in
selected financial data presentations. |
|
(2) |
EBITDA, as further discussed below, is defined as net income
before interest expense, income taxes, depreciation and
amortization, and debt restructuring expense. We present EBITDA
because we believe it provides useful information regarding our
ability to meet our future debt payment requirements, capital
expenditures and working capital requirements and that it
provides an overall evaluation of our financial condition. In
addition, EBITDA is a component of certain financial covenants
under our revolving credit facility and is used to determine our
available borrowing ability and the interest rate in effect at
any point in time. |
S-5
|
|
|
EBITDA has certain limitations as an analytical tool and should
not be used as a substitute for net income, cash flows, or other
consolidated income or cash flow data prepared in accordance
with generally accepted accounting principles in the United
States or as a measure of our profitability or our liquidity. In
particular, EBITDA, as defined does not include: |
|
|
|
|
|
Interest expensebecause we borrow money to partially
finance our capital expenditures, primarily related to the
expansion of our lease fleet, interest expense is a necessary
element of our cost to secure this financing to continue
generating additional revenues. |
|
|
|
Income taxesEBITDA, as defined, does not reflect income
taxes or the requirements for any tax payments. |
|
|
|
Depreciation and amortizationbecause we are a leasing
company, our business is very capital intensive and we hold
acquired assets for a period of time before they generate
revenues, cash flow and earnings; therefore, depreciation and
amortization expense is a necessary element of our business. |
|
|
|
Debt restructuring expenseas defined in our revolving
credit facility, debt restructuring expenses are not deducted in
our various calculations made under the credit agreement and are
treated no differently than interest expense. As discussed
above, interest expense is a necessary element of our cost to
finance a portion of the capital expenditures needed for the
growth of our business. |
|
|
|
When evaluating EBITDA as a performance measure, and excluding
the above-noted charges, all of which have material limitations,
investors should consider, among other factors, the following: |
|
|
|
|
|
increasing or decreasing trends in EBITDA; |
|
|
|
how EBITDA compares to levels of debt and interest
expense; and |
|
|
|
whether EBITDA historically has remained at positive levels. |
|
|
|
Because EBITDA, as defined, excludes some but not all items that
affect our cash flow from operating activities, EBITDA may not
be comparable to a similarly titled performance measure
presented by other companies. |
|
|
(3) |
EBITDA margin is calculated as EBITDA divided by total revenues
expressed as a percentage. |
S-6
RISK FACTORS
Before you invest in our common stock, you should be aware
that there are various risks, including those described below
that could affect the value of your investment in the future.
The risk factors described in this section, as well as any
cautionary language in this prospectus supplement, provide
examples of risks, uncertainties and events that could have a
material adverse effect on our business. If any of these risks
occur, our business, our quarterly and annual operating results
or our financial condition could be materially and adversely
affected. In that case, the market price of our common stock
could decline or become substantially volatile, and you could
lose some or all of your investment. You should carefully
consider these risk factors together with all of the other
information included or incorporated by reference in this
prospectus supplement, before you decide whether to purchase
shares of our common stock.
A slowdown in the non-residential construction sector of the
economy could reduce demand from some of our customers, which
could result in lower demand for our products.
At the end of 2004 and 2005, customers in the construction
industry, primarily in non-residential construction, accounted
for approximately 32% and 35%, respectively, of our leased
units. This industry tends to be cyclical and particularly
susceptible to slowdowns in the overall economy. In 2002 and
2003 this industry sector suffered a sustained economic slowdown
which resulted in much slower growth in demand for leases and
sales of our products. If another sustained economic slowdown in
this sector were to occur, especially in non-residential
construction, it is likely that we would again experience less
demand for leases and sales of our products. Also, because most
of our cost of leasing is either fixed or semi variable, this
would cause our margins to contract and the adverse affect on
operating results would be more pronounced. Our internal growth
rate slowed to 7.5% in 2002 and 7.4% in 2003 due to a slowdown
in the economy, particularly in this sector. During these years,
our profitability declined.
Our planned growth strains our management resources, which
could disrupt our development of our new branch locations.
Our future performance will depend in large part on our ability
to manage our planned growth. Our growth could strain our
management, human and other resources. To successfully manage
this growth, we must continue to add managers and employees and
improve our operating, financial and other internal procedures
and controls. We also must effectively motivate, train and
manage our employees. If we do not manage our growth
effectively, some of our new branches and acquisitions may lose
money or fail, and we may have to close unprofitable locations.
Closing a branch would likely result in additional expenses that
would cause our operating results to suffer.
We may need additional debt or equity to sustain our growth,
but we do not have commitments for such funds.
We finance our growth through a combination of borrowings, cash
flow from operations, and equity financing. Our ability to
continue growing at the pace we have historically grown will
depend in part on our ability to obtain either additional debt
or equity financing. The terms on which debt and equity
financing is available to us varies from time to time and is
influenced by our performance and by external factors, such as
the economy generally and developments in the market, that are
beyond our control. Also, additional debt financing or the sale
of additional equity securities may cause the market price of
our common stock to decline. If we are unable to obtain
additional debt or equity financing on acceptable terms, we may
have to curtail our growth by delaying new branch openings, or,
under certain circumstances, lease fleet expansion.
The supply and cost of used ocean-going containers
fluctuates, and this can affect our pricing and our ability to
grow.
We purchase, refurbish and modify used ocean-going containers in
order to expand our lease fleet. Various freight transportation
companies, freight forwarders and commercial and retail storage
companies also purchase used ocean-going containers. Some of
these companies have greater financial resources than we do. As
a result, if the number of available containers for sale
decreases, these competitors may
S-7
be able to absorb an increase in the cost of containers, while
we could not. If used ocean-going container prices increase
substantially, we may not be able to manufacture enough new
units to grow our fleet. These price increases also could
increase our expenses and reduce our earnings. Conversely, an
oversupply of used ocean-going containers may cause container
prices to fall. Our competitors may then lower the lease rates
on their storage units. As a result, we may need to lower our
lease rates to remain competitive. This would cause our revenues
and our earnings to decline.
Our European expansion may divert our resources from other
aspects of our business and require that we incur additional
debt, and will subject us to additional and different
regulations. Failure to manage these economic, financial,
business and regulatory risks may adversely impact our growth in
Europe and our results of operations.
Our planned expansion into markets in the United Kingdom and the
Netherlands may require us to make substantial investments,
which would divert resources from other aspects of our business.
We may also be required to raise additional debt or equity
capital to fund our expansion in Europe. In addition, we may
incur difficulties in staffing and managing our European
operations, and face fluctuations in currency exchange rates,
exposure to additional regulatory requirements, including
certain trade barriers, changes in political and economic
conditions, and exposure to additional and potentially adverse
tax regimes. Our success in Europe will depend, in part, on our
ability to anticipate and effectively manage these and other
risks. Our failure to manage these risks may adversely affect
our growth in Europe and lead to increased administrative costs.
Covenants in our debt instruments restrict or prohibit our
ability to engage in or enter into a variety of transactions.
The indenture governing our
91/2%
Senior Notes and, to a lesser extent, our revolving credit
facility agreement contain various covenants that may limit our
discretion in operating our business. In particular, we are
limited in our ability to merge, consolidate or transfer
substantially all of our assets, issue preferred stock of
subsidiaries and create liens on our assets to secure debt. In
addition, if there is default, and we do not maintain certain
financial covenants or we do not maintain borrowing availability
in excess of certain pre-determined levels, we may be unable to
incur additional indebtedness, make restricted payments
(including paying cash dividends on our capital stock) and
redeem or repurchase our capital stock.
Our revolving credit facility requires us, under certain limited
circumstances, to maintain certain financial ratios and limits
our ability to make capital expenditures. These covenants and
ratios could have an adverse effect on our business by limiting
our ability to take advantage of financing, merger and
acquisition or other corporate opportunities and to fund our
operations. Breach of a covenant in our debt instruments could
cause acceleration of a significant portion of our outstanding
indebtedness. Any future debt could also contain financial and
other covenants more restrictive than those imposed under the
indenture governing our
91/2%
Senior Notes, and the revolving credit facility.
A breach of a covenant or other provision in any debt instrument
governing our current or future indebtedness could result in a
default under that instrument and, due to cross-default and
cross-acceleration provisions, could result in a default under
our other debt instruments. Upon the occurrence of an event of
default under the revolving credit facility or any other debt
instrument, the lenders could elect to declare all amounts
outstanding to be immediately due and payable and terminate all
commitments to extend further credit. If we were unable to repay
those amounts, the lenders could proceed against the collateral
granted to them, if any, to secure the indebtedness. If the
lenders under our current or future indebtedness accelerate the
payment of the indebtedness, we cannot assure you that our
assets or cash flow would be sufficient to repay in full our
outstanding indebtedness, including our
91/2%
Senior Notes.
The amount we can borrow under our revolving credit facility
depends in part on the value of the portable storage units in
our lease fleet. If the value of our lease fleet declines, we
cannot borrow as much. During 2004 and the first three quarters
of 2005, the price of used ocean-going containers increased and
the availability of these units decreased. If this situation
repeats itself we may be unable to add as many units to our
fleet as we would like. At the same time, the increase in steel
prices and other
S-8
raw materials has increased our cost to manufacture new
containers. If this trend repeated itself, we may not
manufacture as many new units as during recent periods, and we
may narrow the mix of manufactured products we offer at our
branches. Conversely, if steel prices or the value of containers
were to rapidly fall, those occurrences might adversely affect
the value of our lease fleet. We are required to satisfy several
covenants with our lenders that are affected by changes in the
value of our lease fleet. We would breach some of these
covenants if the value of our lease fleet drops below specified
levels. If this happened, we could not borrow the amounts we
would need to expand our business, and we could be forced to
liquidate a portion of our existing fleet.
The supply and cost of raw materials we use in manufacturing
fluctuates and could increase our operating costs.
We manufacture portable storage units to add to our lease fleet
and for sale. In our manufacturing process, we purchase steel,
vinyl, wood, glass and other raw materials from various
suppliers. We cannot be sure that an adequate supply of these
materials will continue to be available on terms acceptable to
us. The raw materials we use are subject to price fluctuations
that we cannot control. Changes in the cost of raw materials can
have a significant effect on our operations and earnings. Rapid
increases in raw material prices, as we experienced in 2004, are
difficult to pass through to customers, particularly to leasing
customers. If we are unable to pass on these higher costs, our
profitability could decline. If raw material prices decline
significantly, we may have to write down our raw materials
inventory values. If this happens, our results of operations and
financial condition will decline.
Some zoning laws restrict the use of our storage units and
therefore limit our ability to offer our products in all
markets.
Most of our customers use our storage units to store their goods
on their own properties. Local zoning laws in some of our
markets do not allow some of our customers to keep portable
storage units on their properties or do not permit portable
storage units unless located out of sight from the street. If
local zoning laws in one or more of our markets no longer allow
our units to be stored on customers sites, our business in
that market will suffer.
Unionization by some or all of our employees could cause
increases in operating costs.
None of our employees are presently covered by collective
bargaining agreements. However, from time to time various unions
have attempted to organize some of our employees. We cannot
predict the outcome of any continuing or future efforts to
organize our employees, the terms of any future labor
agreements, or the effect, if any, those agreements might have
on our operations or financial performance.
We operate with a high amount of debt and we may incur
significant additional indebtedness.
Our operations are capital intensive, and we operate with a high
amount of debt relative to our size. In June 2003, we issued
$150.0 million in aggregate principal amount of
9.5% Senior Notes, due 2013. In February, 2006, we entered
into the Second Amended and Restated Loan and Security
Agreement, which increased our borrowing capability to
$350.0 million, up from $250.0 million, on a revolving
loan basis, which means that amounts repaid may be reborrowed.
As of March 3, 2006, we had outstanding borrowings of
approximately $174.8 million and letters of credit of
approximately $3.6 million under the credit facility,
leaving approximately $171.6 million available for further
borrowing and immediately available. Our substantial
indebtedness could have consequences. For example, it could:
|
|
|
|
|
require us to dedicate a substantial portion of our cash flow
from operations to payments on our indebtedness, which could
reduce the availability of our cash flow to fund future working
capital, capital expenditures, acquisitions and other general
corporate purposes; |
|
|
|
make it more difficult for us to satisfy our obligations with
respect to our
91/2%
Senior Notes; |
|
|
|
expose us to the risk of increased interest rates, as certain of
our borrowings will be at variable rates of interest; |
S-9
|
|
|
|
|
require us to sell assets to reduce indebtedness or influence
our decisions about whether to do so; |
|
|
|
increase our vulnerability to general adverse economic and
industry conditions; |
|
|
|
limit our flexibility in planning for, or reacting to, changes
in our business and our industry; |
|
|
|
restrict us from making strategic acquisitions or pursuing
business opportunities; and |
|
|
|
limit, along with the financial and other restrictive covenants
in our indebtedness, among other things, our ability to borrow
additional funds. Failing to comply with those covenants could
result in an event of default which, if not cured or waived,
could have a material adverse effect on our business, financial
condition and results of operations. |
We depend on a few key management persons.
We are substantially dependent on the personal efforts and
abilities of Steven G. Bunger, our Chairman, President and Chief
Executive Officer, and Lawrence Trachtenberg, our Executive Vice
President and Chief Financial Officer. The loss of either of
these officers or our other key management persons could harm
our business and prospects for growth.
The market price of our common stock has been volatile and
may continue to be volatile and the value of your investment may
decline.
The market price of our common stock has been volatile and may
continue to be volatile. This volatility may cause wide
fluctuations in the price of our common stock on the Nasdaq
National Market. 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; |
|
|
|
other developments affecting us, our industry, customers or
competitors; |
|
|
|
the operating and stock price performance of companies that
investors deem comparable to us; and |
|
|
|
the number of shares available for resale in the public markets
under applicable securities laws. |
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and
other materials filed or to be filed by us with the SEC (as well
as information included in oral statements or other written
statements made or to be made by us or our representatives)
contain or may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements can be
identified by the fact that they do not relate strictly to
historical or current facts and may include the words
may, could, should,
would, believe, expect,
anticipate, estimate,
intend, plan or other words or
expressions of similar meaning. We have based these
forward-looking statements on our current expectations about
future events. The forward-looking statements include statements
that reflect managements beliefs, plans, objectives,
goals, expectations, anticipations and intentions with respect
to our financial condition, results of operations, future
performance and business, including statements relating to our
business strategy and our current and future development plans.
The forward-looking statements speak as of the date made and are
not guarantees of future performance. Actual results or
developments may differ materially from the expectations
expressed or implied in the forward-looking statements.
From time to time, oral or written forward-looking statements
are also included in our reports on
Forms 10-K, 10-Q, 8-K
and Schedule 14A, press releases and other materials
released to the public. Although we believe that at the time
made, the expectations reflected in all of these forward-looking
S-10
statements are and will be reasonable, any or all of the
forward-looking statements in this prospectus supplement, the
accompanying prospectus, our reports on
Forms 10-K, 10-Q, 8-K
and Schedule 14A and any other public statements that are
made by us may prove to be incorrect. This may occur as a result
of inaccurate assumptions or as a consequence of known or
unknown risks and uncertainties. Many factors discussed in this
prospectus supplement or the accompanying prospectus, some of
which are beyond our control, will be important in determining
our future performance. Consequently, actual results may differ
materially from those that might be anticipated from
forward-looking statements. In light of these and other
uncertainties, you should not regard the inclusion of a
forward-looking statement in this prospectus supplement, the
accompanying prospectus or other public communications that we
might make as a representation by us that our plans and
objectives will be achieved, and you should not place undue
reliance on such forward-looking statements.
You should carefully read the factors described under the
Risk Factors section beginning on
page S-7 in this
prospectus supplement. All subsequent written and oral
forward-looking statements attributable to us, or persons acting
on our behalf, are expressly qualified in their entirety by the
cautionary statements.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise. However, your attention
is directed to any further disclosures made on related subjects
in our subsequent reports filed with the Commission on
Forms 10-K, 10-Q, 8-K
and Schedule 14A.
USE OF PROCEEDS
We estimate that the net proceeds to us from this offering,
after deducting underwriting discounts and commissions and our
estimated offering expenses, will be approximately
$104.5 million, or approximately $120.3 million if the
underwriters exercise their over-allotment option in full.
We intend to use the net proceeds from the sale of the
securities to redeem approximately $52.5 of our
91/2
% Senior Notes due June 2013 at a price of 109.5% of
the principal amount therefore and the remainder to pay down
borrowings under our revolving credit facility.
S-11
CAPITALIZATION
The following table shows cash and capitalization as of
December 31, 2005, on:
|
|
|
|
|
an actual basis; and |
|
|
|
on a pro forma basis, giving effect to our sale of
4,000,000 shares of our common stock in this offering, at a
price of $27.75 per share, and the application of the estimated
net proceeds to redeem $52,500,000 in stated principal amount of
our outstanding
91/2
% Senior Notes (at an aggregate redemption price of
$57,487,500) and the remaining of the estimated net proceeds to
reduce borrowings outstanding under our line of credit. |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2005 | |
|
|
| |
|
|
Actual | |
|
As Adjusted | |
|
|
| |
|
| |
|
|
(in thousands, except | |
|
|
share data) | |
|
|
|
|
Cash
|
|
$ |
207 |
|
|
$ |
207 |
|
|
|
|
|
|
|
|
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of credit
|
|
$ |
157,926 |
(1) |
|
$ |
110,894 |
|
|
|
|
|
|
Notes payable
|
|
|
659 |
|
|
|
659 |
|
|
|
|
|
|
Senior Notes
|
|
|
150,000 |
|
|
|
97,500 |
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
308,585 |
|
|
|
209,053 |
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value; 95,000,000 shares
authorized; 30,617,680 shares issued and outstanding,
actual; 34,617,680 shares issued and outstanding, as
adjusted, respectively
|
|
|
306 |
|
|
|
346 |
|
|
|
|
|
|
Additional paid-in capital
|
|
|
141,855 |
|
|
|
246,335 |
|
|
|
|
|
|
Deferred stock-based compensation, net
|
|
|
(2,258 |
) |
|
|
(2,258 |
) |
|
|
|
|
|
Retained earnings
|
|
|
126,942 |
|
|
|
120,450 |
|
|
|
|
|
|
Accumulated other comprehensive income
|
|
|
1,130 |
|
|
|
1,130 |
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
267,975 |
|
|
|
366,003 |
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$ |
576,560 |
|
|
$ |
575,056 |
|
|
|
|
|
|
|
|
|
|
(1) |
As of March 3, 2006, we had outstanding borrowings of
approximately $174.8 million and letters of credit of
approximately $3.6 million under the credit facility. |
The number of shares of our common stock as issued and
outstanding in the table above excludes:
|
|
|
|
|
2,963,984 shares of common stock issuable upon exercise of
options outstanding with a weighted average exercise price of
$14.00 per share; |
|
|
|
an additional 360,564 shares of common stock available for
future issuance under our stock option plan as of
December 31, 2005; and |
|
|
|
1,200,000 shares of common stock available for future
issuance under our equity incentive plan, which is subject to
approval at our 2006 annual meeting of stockholders. |
S-12
DIVIDEND POLICY
We do not currently intend to pay cash dividends on our common
stock. Instead, we will use our available cash to continue the
expansion of our business.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy the
registration statement of which this prospectus supplement forms
a part and any other document we file at the SECs public
reference section, located at 100 F Street, N.E., Washington, DC
20549 and at the worldwide web site (http://www.sec.gov)
maintained by the SEC. Information regarding the operation of
the public reference section can be obtained by calling
1-800-SEC-0330.
The SEC allows us to incorporate by reference the
information we file with them. This means that we can disclose
important information to you in this prospectus supplement and
the accompanying prospectus by referring you to those documents.
These incorporated documents contain important business and
financial information about us that is not included in or
delivered with this prospectus supplement and the accompanying
prospectus. The information incorporated by reference is
considered to be part of this prospectus supplement and the
accompanying prospectus, and later information filed with the
SEC will update and supersede this information.
We incorporate by reference the following documents, which we
have previously filed with the SEC (File No. 1-12804):
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our Annual Report on
Form 10-K for the
fiscal year ended December 31, 2005, as amended on
March 21, 2006 and March 22, 2006; |
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Portions of our Current Reports on
Form 8-K filed on
February 23, 2006 and March 15, 2006; |
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the description of our common stock set forth in our prospectus
dated May 6, 1999, which comprised part of our registration
statement on
Form S-2 (File
No. 333-76093); |
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our Registration Statement on
Form 8-A, filed on
December 12, 1999, which contains a description of our
Series C Junior Participating Preferred Stock issuable in
connection with our stockholder rights plan; and |
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any future filings made by us with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the securities. |
You may request a copy of these filings, at no cost, by writing
or telephoning us at Mobile Mini, Inc., 7420 South Kyrene Road,
Suite 101, Tempe, Arizona 85283, telephone:
(480) 894-6311, Attention: Investor Relations. You may also
obtain copies of these filings, at no cost, by accessing our
website at http://www.mobilemini.com; however, the information
found on our website is not considered part of this prospectus.
No dealer, salesperson or other person is authorized to provide
any information or to represent anything not contained in this
prospectus supplement and the accompanying prospectus. You must
not rely on any unauthorized information or representations.
This prospectus supplement and the accompanying prospectus is an
offer to sell only the securities offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so.
The information contained in this prospectus supplement and the
accompanying prospectus is current only as of its date.
S-13
UNDERWRITERS
Subject to the terms and conditions of the underwriting
agreement, the underwriters named below, through their
representatives, CIBC World Markets Corp. and Deutsche Bank
Securities Inc., have severally agreed to purchase from us the
following respective numbers of shares of common stock at a
public offering price less the underwriting discounts and
commissions set forth on the cover page of this prospectus
supplement. CIBC World Markets Corp. and Deutsche Bank
Securities Inc. are acting as joint book-running managers for
this offering.
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Number | |
Underwriters |
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of Shares | |
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CIBC World Markets Corp.
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1,654,545 |
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Deutsche Bank Securities Inc.
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1,654,545 |
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Needham & Company, LLC
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509,092 |
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Americas Growth Capital LLC
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181,818 |
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Total
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4,000,000 |
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The underwriting agreement provides that the obligations of the
several underwriters to purchase the shares of common stock
offered hereby are subject to certain conditions precedent and
that the underwriters will purchase all of the shares of common
stock offered by this prospectus supplement, other than those
covered by the over-allotment option described below, if any of
these shares are purchased.
We have been advised by the representatives of the underwriters
that the underwriters propose to offer the shares of common
stock to the public at the public offering price set forth on
the cover of this prospectus supplement and to dealers at a
price that represents a concession not in excess of
$0.92 per share under the public offering price. The
underwriters may allow, and these dealers may re-allow, a
concession of not more than $0.10 per share to other
dealers. After the public offering, the representatives of the
underwriters may change the offering price and other selling
terms.
We have granted to the underwriters an option, exercisable not
later than 30 days after the date of this prospectus
supplement, to purchase up to 600,000 additional shares of
common stock at the public offering price less the underwriting
discounts and commissions set forth on the cover page of this
prospectus supplement. The underwriters may exercise this option
only to cover over-allotments made in connection with the sale
of the common stock offered by this prospectus supplement. To
the extent that the underwriters exercise this option, each of
the underwriters will become obligated, subject to conditions,
to purchase approximately the same percentage of these
additional shares of common stock as the number of shares of
common stock to be purchased by it in the above table bears to
the total number of shares of common stock offered by this
prospectus supplement. We will be obligated, pursuant to the
option, to sell these additional shares of common stock to the
underwriters to the extent the option is exercised. If any
additional shares of common stock are purchased, the
underwriters will offer the additional shares on the same terms
as those on which the 4,000,000 shares are being offered.
The underwriting discounts and commissions per share are equal
to the public offering price per share of common stock less the
amount paid by the underwriters to us per share of common stock.
The underwriting discounts and commissions are 5.50% of the
public offering price. We have agreed to pay the underwriters
the following discounts and commissions, assuming either no
exercise or full exercise by the underwriters of the
underwriters over-allotment option:
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Total Fees | |
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Without Exercise of | |
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With Full Exercise of | |
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Fees per Share | |
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Over-Allotment Option | |
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Over-Allotment Option | |
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Discounts and commissions paid by us
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$ |
1.5262 |
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$ |
6,104,800 |
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$ |
7,020,520 |
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In addition, we estimate that our share of the total expenses of
this offering, excluding underwriting discounts and commissions,
will be approximately $375,000.
S-14
We have agreed to indemnify the underwriters against some
specified types of liabilities, including liabilities under the
Securities Act, and to contribute to payments the underwriters
may be required to make in respect of any of these liabilities.
Each of our executive officers and directors has agreed not to
offer, sell, contract to sell or otherwise dispose of, or enter
into any transaction that is designed to, or could be expected
to, result in the disposition of any shares of our common stock
or other securities convertible into or exchangeable or
exercisable for shares of our common stock or derivatives of our
common stock owned by these persons prior to this offering or
common stock issuable upon exercise of options or warrants held
by these persons for a period of time after the date of this
prospectus supplement without the prior written consent of CIBC
World Markets Corp. and Deutsche Bank Securities Inc., subject
to potential extensions of the
lock-up period for up
to an additional 18 days under certain circumstances. This
consent may be given at any time without public notice. Each of
our executive officers and directors are bound by a
90-day
lock-up agreement. We
have entered into a similar agreement with the representatives
of the underwriters. There are no agreements between the
representative and any of our stockholders or affiliates
releasing them from these
lock-up agreements
prior to the expiration of these periods.
In connection with the offering, the underwriters may purchase
and sell shares of our common stock in the open market. These
transactions may include short sales, purchases to cover
positions created by short sales and stabilizing transactions.
Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the
offering. Covered short sales are sales made in an amount not
greater than the underwriters option to purchase
additional shares of common stock from the selling stockholders
in the offering. The underwriters may close out any covered
short position by either exercising their option to purchase
additional shares or purchasing shares in the open market. In
determining the source of shares to close out the covered short
position, the underwriters will consider, among other things,
the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through
the over-allotment option.
Naked short sales are any sales in excess of the over-allotment
option. The underwriters must close out any naked short position
by purchasing shares in the open market. A naked short position
is more likely to be created if underwriters are concerned that
there may be downward pressure on the price of the shares in the
open market prior to completion of the offering.
Stabilizing transactions consist of various bids for or
purchases of our common stock made by the underwriters in the
open market prior to the completion of the offering.
The underwriters may impose a penalty bid. This occurs when a
particular underwriter repays to the other underwriters a
portion of the underwriting discount received by it because the
representative of the underwriters has repurchased shares sold
by or for the account of that underwriter in stabilizing or
short covering transactions.
Purchases to cover a short position and stabilizing transactions
may have the effect of preventing or slowing a decline in the
market price of our common stock. Additionally, these purchases,
along with the imposition of a penalty bid, may stabilize,
maintain or otherwise affect the market price of our common
stock. As a result, the price of our common stock may be higher
than the price that might otherwise exist in the open market.
These transactions may effected on the Nasdaq National Market,
in the over-the-counter
market or otherwise and may be discontinued at any time.
In connection with this offering, the underwriters may engage in
passive market making transactions in our common stock on the
Nasdaq National Market in accordance with Rule 103 of
Regulation M under the Exchange Act during a period before
the commencement of offers or sales of common stock and
extending through the completion of distribution. A passive
market maker must display its bid at a price not in excess of
the highest independent bid of that security. However, if all
independent bids are lowered below the passive market
makers bid, that bid must then be lowered when specified
purchase limits are exceeded.
S-15
A prospectus supplement and the accompanying prospectuses in
electronic format are being made available on internet web sites
maintained by one or more of the lead underwriters of this
offering and may be made available on web sites maintained by
other underwriters. Other than the prospectus supplement and the
accompanying prospectuses in electronic format, the information
on any underwriters web site and any information contained
in any other web site maintained by an underwriter is not part
of the prospectus supplement and the accompanying prospectuses
or the registration statement of which the prospectus supplement
and the accompanying prospectuses form a part.
Some of the underwriters or their affiliates provided financial
advisory and investment banking services to us in the past and
may do so in the future. They receive customary fees and
commissions for these services. Deutsche Bank AG, New York
Branch, an affiliate of Deutsche Bank Securities Inc., is the
administrative agent and a lender and an affiliate of CIBC World
Markets Corp. is a lender under our $350.0 million
revolving credit facility. CIBC World Markets Corp. and Deutsche
Bank Securities Inc., two of the underwriters, have also acted
as initial purchasers for us in our private placement offering
of
91/2
% Senior Notes due 2013. Also, Deutsche Banc Alex.
Brown Inc., a predecessor to Deutsche Bank Securities Inc.,
acted as lead underwriter for us in our follow-on equity
offering of 2,500,000 shares of common stock in March 2001.
CIBC World Markets Corp. is a financial adviser to Royal Wolf
Group in connection with the transaction discussed above in
Prospectus Supplement Summary Recent Events
and earns compensation in that role.
Because we anticipate that the underwriters or their affiliates
will receive more than 10% of the net proceeds of this offering
in connection with our application of the net proceeds, this
offering is being conducted in accordance with
Rule 2710(h)(1) and Rule 2720(c) of the Conduct Rules
of the NASD Manual.
Belgium
The offering is exclusively conducted under applicable private
placement exemptions and therefore it has not been and will not
be notified to, and this document or any other offering material
relating to the shares has not been and will not be approved by,
the Belgian Banking, Finance and Insurance Commission
(Commission bancaire, financière et des assurances/
Commissie voor het Bank-, Financie- en Assurantiewezen).
Any representation to the contrary is unlawful.
Each underwriter has undertaken not to offer sell, resell,
transfer or deliver, or to take any steps thereto, directly or
indirectly, any shares, and not to distribute or publish this
document or any other material relating to the shares or to the
offering in a manner which would be construed as: (a) a
public offering under the Belgian Royal Decree of 7 July 1999 on
the public character of financial transactions; or (b) an
offering of securities to the public under Directive 2003/71/EC
which triggers an obligation to publish a prospectus in Belgium.
Any action contrary to these restrictions will cause the
recipient and us to be in violation of the Belgian securities
laws.
France
Neither this prospectus supplement nor any other offering
material relating to the shares has been submitted to the
clearance procedures of the Autorité des marchés
financiers in France. The shares have not been offered or
sold and will not be offered or sold, directly or indirectly, to
the public in France. Neither this prospectus nor any other
offering material relating to the shares has been or will be:
(a) released, issued, distributed or caused to be released,
issued or distributed to the public in France; or (b) used
in connection with any offer for subscription or sale of the
shares to the public in France. Such offers, sales and
distributions will be made in France only: (i) to qualified
investors (investisseurs qualifiés) and/or to a
restricted circle of investors (cercle restreint
dinvestisseurs), in each case investing for their own
account, all as defined in and in accordance with
Articles L.411-2,
D.411-1,
D.411-2,
D.734-1,
D.744-1,
D.754-1 and
D.764-1 of the French
Code monétaire et financier; (ii) to investment
services providers authorised to engage in portfolio management
on behalf of third parties; or (iii) in a transaction that,
in accordance with
article L.411-2-II-1°-or-2°-or
3° of the French Code monétaire et financier
and article 211-2
of the General Regulations (Règlement
Général) of the Autorité des
marchés
S-16
financiers, does not constitute a public offer (appel
public à lépargne). Such shares may be
resold only in compliance with
Articles L.411-1,
L.411-2,
L.412-1 and
L.621-8 through
L.621-8-3 of the French
Code monétaire et financier.
Germany, the
Netherlands and the United Kingdom
In relation to each member state of the European Economic Area
which has implemented the Prospectus Directive (each, a
relevant member state), each underwriter has
represented and agreed that with effect from and including the
date on which the Prospectus Directive is implemented in that
member state (the Relevant Implementation Date) it
has not made and will not make an offer of shares to the public
in that relevant member state, except that it may, with effect
from and including the Relevant Implementation Date, make an
offer of shares to the public in that relevant member state:
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(a) |
in (or in Germany, where the offer starts within) the period
beginning on the date of publication of a prospectus in relation
to the shares, which has been approved by the competent
authority in that relevant member state or, where appropriate,
approved in another relevant member state and notified to the
competent authority in that relevant member state, all in
accordance with the Prospectus Directive and ending on the date
which is 12 months after the date of such publication; |
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(b) |
at any time to legal entities which are authorised or regulated
to operate in the financial markets or, if not so authorised or
regulated, whose corporate purpose is solely to invest in shares; |
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(c) |
at any time to any legal entity which has two or more of
(1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than
43,000,000; and
(3) an annual net turnover of more than
50,000,000, as shown in its last annual or consolidated
accounts; or |
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(d) |
at any time in any other circumstances which do not require the
publication by the Company of a prospectus pursuant to
Article 3 of the Prospectus Directive. |
For the purposes of this provision, the expression an
offer of shares to the public in relation to any
shares in any relevant member state means the communication in
any form and by any means of sufficient information on the terms
of the offer and the shares to be offered so as to enable an
investor to decide to purchase or subscribe for the shares, as
the same may be varied in that member state by any measure
implementing the Prospectus Directive in that member state and
the expression Prospectus Directive means Directive 2003/71/EC
and includes any relevant implementing measure in each relevant
member state.
Each underwriter has represented, warranted and agreed that:
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(a) |
it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act
2000 (the FSMA)) received by it in connection
with the issue or sale of any shares in circumstances in which
section 21(1) of the FSMA does not apply to us; and |
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(b) |
it has complied with and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the shares in, from or otherwise involving the
United Kingdom. |
Israel
In the State of Israel, the shares offered hereby may not be
offered to any person or entity other than the following:
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(a) |
a fund for joint investments in trust (i.e., mutual fund), as
such term is defined in the Law for Joint Investments in Trust,
5754-1994, or a
management company of such a fund; |
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(b) |
a provident fund as defined in Section 47(a)(2) of the
Income Tax Ordinance of the State of Israel, or a management
company of such a fund; |
S-17
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(c) |
an insurer, as defined in the Law for Oversight of Insurance
Transactions,
5741-1981, (d) a
banking entity or satellite entity, as such terms are defined in
the Banking Law (Licensing),
5741-1981, other than a
joint services company, acting for their own account or for the
account of investors of the type listed in Section 15A(b)
of the Securities Law 1968; |
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(d) |
a company that is licensed as a portfolio manager, as such term
is defined in Section 8(b) of the Law for the Regulation of
Investment Advisors and Portfolio Managers, 5755-1995, acting on
its own account or for the account of investors of the type
listed in Section 15A(b) of the Securities Law 1968; |
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(e) |
a company that is licensed as an investment advisor, as such
term is defined in Section 7(c) of the Law for the
Regulation of Investment Advisors and Portfolio Managers,
5755-1995, acting on its own account; |
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(f) |
a company that is a member of the Tel Aviv Stock Exchange,
acting on its own account or for the account of investors of the
type listed in Section 15A(b) of the Securities Law 1968; |
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(g) |
an underwriter fulfilling the conditions of Section 56(c)
of the Securities Law, 5728-1968; |
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(h) |
a venture capital fund (defined as an entity primarily involved
in investments in companies which, at the time of investment,
(i) are primarily engaged in research and development or
manufacture of new technological products or processes and
(ii) involve above-average risk); |
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(i) |
an entity primarily engaged in capital markets activities in
which all of the equity owners meet one or more of the above
criteria; and |
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(j) |
an entity, other than an entity formed for the purpose of
purchasing shares in this offering, in which the shareholders
equity (including pursuant to foreign accounting rules,
international accounting regulations and U.S. generally
accepted accounting rules, as defined in the Securities Law
Regulations (Preparation of Annual Financial Statements), 1993)
is in excess of NIS 250 million. |
Any offeree of the shares offered hereby in the State of Israel
shall be required to submit written confirmation that it falls
within the scope of one of the above criteria. This prospectus
supplement and the accompanying prospectus will not be
distributed or directed to investors in the State of Israel who
do not fall within one of the above criteria.
Italy
The offering of the shares offered hereby in Italy has not been
registered with the Commissione Nazionale per la Società e
la Borsa (CONSOB) pursuant to Italian securities
legislation and, accordingly, the shares offered hereby cannot
be offered, sold or delivered in the Republic of Italy
(Italy) nor may any copy of this prospectus
supplement and the accompanying prospectus or any other document
relating to the shares offered hereby be distributed in Italy
other than to professional investors (operatori
qualificati) as defined in Article 31, second
paragraph, of CONSOB Regulation No. 11522 of
1 July, 1998 as subsequently amended. Any offer, sale or
delivery of the shares offered hereby or distribution of copies
of this prospectus or any other document relating to the shares
offered hereby in Italy must be made:
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(a) |
by an investment firm, bank or intermediary permitted to conduct
such activities in Italy in accordance with Legislative Decree
No. 58 of 24 February 1998 and Legislative Decree
No. 385 of 1 September 1993 (the Banking
Act); |
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(b) |
in compliance with Article 129 of the Banking Act and the
implementing guidelines of the Bank of Italy; and |
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(c) |
in compliance with any other applicable laws and regulations and
other possible requirements or limitations which may be imposed
by Italian authorities. |
S-18
Norway
This prospectus has not been approved by or registered with the
Norwegian Stock Exchange or the Norwegian register of Business
Enterprises under Chapter 5 of the Norwegian Securities
Trading Act 1997. No shares have been offered or sold, and may
not be offered or sold, to any persons in Norway in any way that
would constitute an offer to the public other than to persons
who invest in securities as part of their professional activity
and who are registered with the Oslo Stock Exchange in this
capacity, or otherwise only in circumstances where an exemption
from the duty to publish a prospectus under the Norwegian
Securities Trading Act 1997 is applicable.
Switzerland
The shares offered pursuant to this will not be offered,
directly or indirectly, to the public in Switzerland and this
prospectus supplement and the accompanying prospectus does not
constitute a public offering prospectus as that term is
understood pursuant to art. 652a or art. 1156 of the
Swiss Federal Code of Obligations. We have not applied for a
listing of the shares being offered pursuant to this prospectus
on the SWX Swiss Exchange or on any other regulated securities
market, and consequently, the information presented in this
prospectus does not necessarily comply with the information
standards set out in the relevant listing rules. The shares
being offered pursuant to this prospectus have not been
registered with the Swiss Federal Banking Commission as foreign
investment funds, and the investor protection afforded to
acquirers of investment fund certificates does not extend to
acquirers of securities.
Investors are advised to contact their legal, financial or tax
advisers to obtain an independent assessment of the financial
and tax consequences of an investment in the shares.
LEGAL MATTERS
The validity of the common stock has been passed on for us by
Bryan Cave LLP, Phoenix, Arizona. Certain legal matters in
connection with this offering have been passed upon for the
underwriters by Cahill Gordon & Reindel
llp
, New York, New York.
EXPERTS
The consolidated financial statements of Mobile Mini, Inc.
appearing in Mobile Mini, Inc.s Annual Report
(Form 10-K) for
the year ended December 31, 2005 including the schedule
appearing therein, and Mobile Mini, Inc.s
managements assessment of the effectiveness of internal
control over financial reporting as of December 31, 2005
included therein, have been audited by Ernst & Young
LLP, independent registered public accounting firm, as set forth
in their reports thereon, included therein, and incorporated
herein by reference. Such financial statements and
managements assessment have been incorporated herein by
reference in reliance upon such reports given on the authority
of such firm as experts in accounting and auditing.
S-19
PROSPECTUS
$200,000,000
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
GUARANTEES
WARRANTS
DEPOSITARY SHARES
Mobile Mini, Inc. may offer from time to time, together or
separately, common stock, one or more series of preferred stock,
one or more series of unsecured senior or subordinate debt,
warrants and depositary shares. We will provide the specific
terms of the securities in supplements to this prospectus. You
should read this prospectus and the related prospectus
supplement carefully before you invest in our securities. This
prospectus may not be used to offer or sell our securities
unless accompanied by a prospectus supplement describing the
method and terms of the offering of those offered securities. We
may sell the securities, or we may distribute them through
underwriters or dealers. In addition, the underwriters may
overallot a portion of the securities.
Our common stock is quoted on the Nasdaq National Market under
the symbol MINI. The last reported sale price of our
common stock on June 27, 2005, was $35.00 per share.
We have not determined whether we will list any of the other
securities we may offer on any exchange or
over-the-counter
market. If we decide to seek the listing of any securities, the
prospectus supplement will disclose the exchange or market.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is July 11, 2005.
MOBILE MINI, INC.
Founded in 1983, we believe we are the nations largest
provider of portable storage solutions through our lease fleet
of over 102,000 portable storage and portable office units at
March 31, 2005. We offer a wide range of portable storage
products in varying lengths and widths with an assortment of
differentiated features such as our proprietary security
systems, multiple doors, electrical wiring and shelving. At
March 31, 2005, we operated through a network of 48
branches located in 28 states and one Canadian province.
Our portable units provide secure, accessible temporary storage
for a diversified client base of approximately 75,000 customers,
including large and small retailers, construction companies,
medical centers, schools, utilities, distributors, the
U.S. military, hotels, restaurants, entertainment complexes
and households. Our customers use our products for a wide
variety of storage applications, including retail and
manufacturing inventory, construction materials and equipment,
documents and records and household goods. Based on an
independent market study, we believe our customers are engaged
in a vast majority of the industries identified in the
four-digit SIC (Standard Industrial Classification) manual
published by the U.S. Bureau of the Census. For the twelve
months ended December 31, 2004, we generated revenues of
$168.3 million.
Since 1996, we have followed a strategy of focusing on leasing
rather than selling our portable storage units. We believe this
leasing model is highly attractive because the vast majority of
our fleet consists of steel portable storage units, which:
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provide predictable, recurring revenues from leases with an
average duration of approximately 22 months; |
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have average monthly lease rates that recoup our current unit
investment within an average of 35 months; |
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have long useful lives exceeding 25 years, low maintenance
and high residual values; and |
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produce incremental pre-tax margins of approximately 57%. |
This information is as of the fiscal year ended
December 31, 2004.
Since 1996, we have increased our total lease fleet by over
89,000 units as of March 31, 2005, for a compound
annual growth rate, or CAGR, of 28.7%. As a result of our focus
on leasing, we have achieved substantial increases in our
revenues and profitability. Our annual leasing revenues have
increased from $17.9 million in 1996 to $149.9 million
in 2004, representing a CAGR of 30.4%. In addition to our
leasing operations, we sell new and used portable storage units
and provide delivery, installation and other ancillary products
and services.
Our fleet is primarily comprised of refurbished and customized
steel portable storage containers, which were built according to
the standards developed by the International Organization for
Standardization (ISO), and other steel containers
that we manufacture. We refurbish and customize our purchased
ISO containers by adding our proprietary locking and easy
opening door systems. These assets are characterized by low risk
of obsolescence, extreme durability, long useful lives and a
history of high value retention. We maintain our steel
containers on a regular basis. This maintenance consists
primarily of repainting units every two to three years,
essentially keeping them in the same condition as when they
entered our fleet. Repair and maintenance expense for our fleet
has averaged 2.4% of lease revenues over the past three fiscal
years and is expensed as incurred. We believe our historical
experience with leasing rates and sales prices for these assets
demonstrates their high value retention. We are able to lease
our portable storage containers at similar rates, without regard
to the age of the container. In addition, we have sold
containers and steel offices from our lease fleet at an average
of 145% of original cost from 1997 to 2004. Appraisals on our
fleet are conducted on a regular basis by an outside appraiser
selected by our banks, and the appraiser does not differentiate
in value based upon the age of the container or the length of
time it has been in our fleet. Our most recent fair market value
appraisal appraised our fleet at a value in excess of net book
value. At March 31, 2005, the net book value of our fleet
was $468.3 million.
Our principal executive office is located at
7420 S. Kyrene Road, Suite 101, Tempe, Arizona
85283. Our telephone number is (480) 894-6311. The term
Company herein means Mobile Mini, Inc.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy the
registration statement of which this prospectus forms a part and
any other document we file at the SECs public reference
section, located in Room 5080, 100 F Street, N.E.,
Washington DC 20549 and at the worldwide web site
(http://www.sec.gov) maintained by the SEC. Information
regarding the operation of the public reference section can be
obtained by calling
1-800-SEC-0330.
The SEC allows us to incorporate by reference the
information we file with them. This means that we can disclose
important information to you in this prospectus by referring you
to those documents. These incorporated documents contain
important business and financial information about us that is
not included in or delivered with this prospectus. The
information incorporated by reference is considered to be part
of this prospectus, and later information filed with the SEC
will update and supersede this information.
We incorporate by reference the following documents, which we
have previously filed with the SEC (File No. 1-12804):
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our Annual Report on
Form 10-K for the
fiscal year ended December 31, 2004; |
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our Quarterly Report on
Form 10-Q for the
quarter ended March 31, 2005; |
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our Proxy Statement on Schedule 14A, relating to our annual
meeting of shareholders to be held on June 29, 2005; |
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the description of our common stock set forth in our prospectus
dated May 6, 1999, which comprised part of our registration
statement on
Form S-2 (File
No. 333-76093);
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our Registration Statement on
Form 8-A, filed on
December 12, 1999, which contains a description of our
Series C Junior Participating Preferred Stock issuable in
connection with our stockholder rights plan; and |
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any future filings made by us with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the securities. |
You may request a copy of these filings, at no cost, by writing
or telephoning us at Mobile Mini, Inc., 7420 South Kyrene Road,
Suite 101, Tempe, Arizona 85283, telephone:
(480) 894-6311, Attention: Investor Relations. You may also
obtain copies of these filings, at no cost, by accessing our
website at http://www.mobilemini.com; however, the information
found on our website is not considered part of this prospectus.
No dealer, salesperson or other person is authorized to provide
any information or to represent anything not contained in this
prospectus. You must not rely on any unauthorized information or
representations. This prospectus is an offer to sell only the
securities offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of its date.
FORWARD-LOOKING STATEMENTS
This prospectus and other materials filed or to be filed by us
with the SEC (as well as information included in oral statements
or other written statements made or to be made by us or our
representatives) contains or may contain forward-looking
statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended (the Exchange Act). These
forward-looking statements can be identified by the fact that
they do not relate strictly to historical or current facts and
may include the words may, could,
should, would, believe,
expect, anticipate,
estimate, intend, plan or
other words or expressions of similar meaning. We have based
these forward-looking statements on our current expectations
about future events. The forward-looking statements include
statements that reflect managements beliefs, plans,
objectives, goals, expectations, anticipations and intentions
with respect to our financial condition, results of operations,
future performance and business, including statements relating
to our business strategy and our current and future development
plans. The forward-looking statements speak as of the date made
and are not guarantees of future performance. Actual results or
developments may differ materially from the expectations
expressed or implied in the forward-looking statements.
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From time to time, oral or written forward-looking statements
are also included in our reports on
Forms 10-K, 10-Q, 8-K
and Schedule 14A, press releases and other materials
released to the public. Although we believe that at the time
made, the expectations reflected in all of these forward-looking
statements are and will be reasonable, any or all of the
forward-looking statements in this prospectus, our reports on
Forms 10-K, 10-Q, 8-K
and Schedule 14A and any other public statements that are
made by us may prove to be incorrect. This may occur as a result
of inaccurate assumptions or as a consequence of known or
unknown risks and uncertainties.
Many factors discussed in this prospectus, certain of which are
beyond our control, will be important in determining our future
performance. Consequently, actual results may differ materially
from those that might be anticipated from forward-looking
statements. In light of these and other uncertainties, you
should not regard the inclusion of a forward-looking statement
in this prospectus or other public communications that we might
make as a representation by us that our plans and objectives
will be achieved, and you should not place undue reliance on
such forward-looking statements.
You should carefully read the factors described under the
Risk Factors section in the prospectus supplement,
as well as any risks described in the documents incorporated by
reference in this prospectus or any prospectus supplement. All
subsequent written and oral forward-looking statements
attributable to us, or persons acting on our behalf, are
expressly qualified in their entirety by the cautionary
statements.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise. However, your attention
is directed to any further disclosures made on related subjects
in our subsequent reports filed with the Commission on
Forms 10-K, 10-Q, 8-K
and Schedule 14A.
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus
supplement, we intend to use the net proceeds from the sale of
the securities for general corporate purposes, which may include
funding our fleet and branch expansion, additions to working
capital and the repayment of debt. Pending these uses, we may
use the net proceeds from any offering to reduce borrowing or
invest in short-term obligations.
DIVIDEND POLICY
We do not currently intend to pay cash dividends on our common
stock. Instead, we will use our available cash to continue the
expansion of our business. Our credit facility does not allow us
to pay dividends without the consent of our lenders.
RATIO INFORMATION
Set forth below is information concerning our ratio of earnings
to fixed charges and earnings to fixed charges and preferred
stock dividends. These ratios are provided to assist investors
in evaluating our ability to meet the interest requirements of
debt securities.
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Three Months | |
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Ended | |
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March 31, | |
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Fiscal Year Ended December 31, | |
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2005 | |
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2004 | |
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2004 | |
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2002 | |
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2000 | |
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Ratio of Earnings to Fixed Charges
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2.8x |
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2.0x |
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2.6x |
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1.6x |
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3.4x |
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3.9x |
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3.1x |
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Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
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2.8x |
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2.0x |
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2.6x |
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1.6x |
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3.4x |
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3.9x |
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3.1x |
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(1) |
The decrease in the ratios for 2003 was, in part, the result of
settling litigation in Florida, which resulted in an after tax
charge of $5.2 million, and of restructuring our debt,
which resulted in an after tax charge of $6.4 million. |
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The ratio of earnings to fixed charges was calculated by
dividing the sum of the fixed charges into the sum of the
earnings before taxes and fixed charges. The ratio of earnings
to fixed charges and preferred stock dividends was calculated by
dividing the sum of fixed charges and preferred dividends into
the sum of earnings before taxes and fixed charges. Fixed
charges consist of interest expense, which includes the
amortization of deferred debt issuance costs and the interest
portion of our rent expense.
DESCRIPTION OF CAPITAL STOCK
The following description is a summary of the material terms of
our capital stock and certain provisions of our Certificate of
Incorporation and Bylaws. This description does not purport to
be complete. For information on how you can obtain our
Certificate of Incorporation and Bylaws, see WHERE YOU CAN
FIND MORE INFORMATION.
General
Our Certificate of Incorporation provides that we are authorized
to issue 100,000,000 shares of capital stock. Our
authorized capital stock is comprised of 95,000,000 shares
of common stock, $0.01 par value per share and
5,000,000 shares of preferred stock, par value
$0.01 per share. As of May 2, 2005, there were
14,786,795 shares of common stock issued and outstanding
and no shares of preferred stock outstanding. In addition,
shares of our Series C Junior Participating Preferred Stock
are reserved for issuance in connection with the exercise of the
rights outstanding on each share of our common stock pursuant to
our stockholder rights plan.
Common Stock
The holders of common stock have one vote per share on all
matters submitted to a vote of our stockholders. Holders of
common stock are entitled to receive any dividends on the common
stock declared by the Board of Directors out of funds legally
available for dividend payments. If we dissolve, liquidate or
wind up our business, the holders of common stock will share
ratably in our assets after payment of our liabilities and any
preferences on the preferred stock. All outstanding shares of
common stock are fully paid and nonassessable.
The holders of common stock do not have any rights to acquire or
subscribe for additional shares. Accordingly, if you buy shares
in this offering and we later decide to sell additional shares,
you will have no right to purchase any of those additional
shares. Therefore, your percentage interest would be reduced.
Under our Bylaws, the holders of one-third of the outstanding
shares of our common stock, if present in person or by proxy,
represent a quorum for the transaction of business at our
stockholders meetings. In most instances, if holders of a
majority of the common stock present in person or by proxy at
any meeting vote for a matter, including the
election of directors, the matter passes.
The holders of common stock do not have cumulative voting
rights. This means the holders of more than half of the
outstanding shares of our common stock can elect all of the
directors if they choose to do so, and the priority stockholders
cannot elect any directors. The Board of Directors is allowed to
fill any vacancies on the Board between stockholders
meetings.
Preferred Stock
Our Board has been authorized, subject to limitations provided
in our Certificate of Incorporation, to provide for the issuance
of shares of our preferred stock in multiple series. With
respect to each series of our preferred stock, our Board has the
authority to determine the following terms:
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the designation of the series; |
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the number of shares within the series; |
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whether dividends, if any, are cumulative and the dividend rate
of the series; |
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whether the shares are redeemable, the redemption price and the
terms of redemption; |
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the amount payable to you for each share you own if we are
dissolved or liquidated; |
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whether the shares are convertible into or exchangeable for
shares of common stock, the price or rate of exchange or
conversion, and the applicable terms and conditions; |
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any restrictions on issuance of shares in the same series or any
other series; |
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voting rights, if any; and |
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whether the preferred stock will be represented by depositary
shares. |
The preferred stock will have no preemptive rights. In addition,
your rights with respect to your shares of preferred stock will
be subordinate to the rights of our general creditors. If we
receive the appropriate payment, shares of our preferred stock
that we issue will be fully paid and nonassessable.
This section describes the general terms and provisions of our
preferred stock. The applicable prospectus supplement will
describe the specific terms of the shares of preferred stock
offered through that prospectus supplement, as well as any
general terms described in this section that will not apply to
those shares of preferred stock. We will file a copy of the
certificate of designation that contains the terms of each new
series of preferred stock with the SEC each time we issue a new
series of preferred stock. These certificates of designation
will be incorporated by reference into the registration
statement of which this prospectus is a part. Each certificate
of designation will establish the number of shares included in a
designated series and fix the designation, powers, privileges,
preferences and rights of the shares of each series as well as
any applicable qualifications, limitations or restrictions. You
should refer to the applicable certificate of designation as
well as our Certificate of Incorporation before deciding to buy
shares of our preferred stock as described in the applicable
prospectus supplement.
Anti-Takeover Considerations
Mobile Mini is subject to Section 203 of the Delaware
General Corporation Law, which prohibits a business combination
with an interested stockholder unless:
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(i) the transaction in which the stockholder became an
interested stockholder or the business combination was approved
by the board of directors of the corporation before the other
party to the business combination became an interested
stockholder; |
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(ii) upon consummation of the transaction that made it an
interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at
the commencement of the transaction (excluding voting stock
owned by directors who are also officers or held in employee
benefit plans in which the employees do not have a right to
determine confidentially whether shares held by the plan will be
tendered in a tender offer); or |
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(iii) the business combination was approved by the board of
directors of the corporation and ratified by
662/3%
(and not by written consent) of the voting stock which the
interested stockholder did not own. |
The term business combination is defined generally
to include mergers or consolidations between a Delaware
corporation and an interested stockholder,
transactions with an interested stockholder
involving the assets or stock of the corporation or its
majority-owned subsidiaries and transactions which increase an
interested stockholders percentage ownership
of stock. The term interested stockholder is defined
generally as a stockholder who, together with affiliates and
associates, owns (or, within three years prior, did own) 15% or
more of a Delaware corporations voting stock.
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Certificate of Incorporation and Bylaws |
Provisions in our Certificate of Incorporation and Bylaws may
have the effect of discouraging certain transactions that may
result in a change in control of our company. Some of these
provisions provide that
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stockholders do not have the power to call a special meeting,
cannot act by written consent and impose advance notice
requirements and procedures with respect to stockholder
proposals and the nomination of candidates for election as
directors. Our Certificate of Incorporation allows us to issue
preferred stock without any action by stockholders and
eliminates cumulative voting. Our Certificate of Incorporation
also provides that the Board of Directors will be divided into
three classes of directors, with each class serving a staggered
three-year term. These provisions may make it more difficult for
stockholders to take specific corporate actions and could have
the effect of delaying or preventing a change in control.
On December 9, 1999, our Board of Directors adopted a
stockholder rights plan under which our stockholders received
one preferred share purchase right for each outstanding share of
our common stock held by them. Under the stockholder rights
plan, if a person or group acquires 15% or more of our voting
stock without the prior written consent of the Board, each
holder of a purchase right will be able to purchase additional
shares at a discount to the then-current market price. The
purchase right will expire on December 30, 2009. The
description and terms of the rights are set forth in a Rights
Agreement dated as of December 9, 1999, as the same may be
amended from time to time between us and Wells Fargo Shareowner
Services as Rights Agent. Wells Fargo Shareowner Services is the
successor to Norwest Bank Minnesota, NA, which was the original
rights agent.
Transfer Agent and Registrar
The transfer agent and registrar issues stock certificates and
keeps track of the registered holders of our stock. Our transfer
agent and registrar is Wells Fargo Shareowner Services.
DESCRIPTION OF DEBT SECURITIES
We may offer any combination of senior debt securities or
subordinated debt securities. These debt securities will
constitute unsecured general obligations. Senior debt securities
will rank above all subordinated indebtedness and equal to all
other indebtedness outstanding on the date of the offering.
Subordinated debt securities rank below all other indebtedness
outstanding at or after such offering, unless the other
indebtedness provides that it is not senior to the subordinated
debt.
We may issue the senior debt securities and the subordinated
debt securities under separate indentures between us, as issuer,
and the trustee or trustees identified in the prospectus
supplement. The term trustee refers to the trustee
under each indenture, as appropriate.
In addition, we have an existing indenture dated June 26,
2003 with Wells Fargo Bank National Association, as trustee
(existing indenture), We have $150 million debt
securities currently outstanding under the existing indenture
and we have the ability to issue additional debt securities
under the existing indenture. The debt securities outstanding
under the existing indenture and any securities issued under the
existing indenture will be senior in right of payment to all
subordinated debt securities issued under the subordinated
indenture and equal in right of payment to all senior debt
securities issued under the senior indenture. The material
provisions of the indenture are discussed separately below.
The following summaries of the debt securities and indentures
are not complete. We urge you to carefully read the prospectus
supplement discussing the terms of the debt securities and the
indenture covering such securities.
General
The debt securities will be direct, unsecured general
obligations of Mobile Mini. The senior debt securities will rank
equally with all of our other unsecured and unsubordinated
indebtedness. The subordinated debt securities will be
subordinated in right of payment to the prior payment in full of
our senior debt securities.
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The indentures do not limit the amount of debt securities that
we can offer. Each indenture allows us to issue debt securities
up to the principal amount that may be authorized by us. We may
issue additional debt securities without your consent. We may
issue debt securities in one or more series. All debt securities
of one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the
consent of the holders of the debt securities of such series,
for issuances of additional debt securities of such series.
A prospectus supplement and any supplemental indentures relating
to any series of debt securities being offered will include
specific terms relating to the offering. These terms will
include some or all of the following:
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the title of the debt securities; |
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the total principal amount and priority of the debt securities; |
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the percentage of the principal amount at which the debt
securities will be issued and any payments due if the maturity
of the debt securities is accelerated; |
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the dates on which the principal of the debt securities will be
payable; |
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the interest rates (which may be fixed or variable) which the
debt securities will bear, or the method for determining rates; |
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the dates from which the interest on the debt securities will
accrue and be payable, or the method of determining those dates,
and any record dates for the payments due; |
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any provisions for redemption, conversion or exchange of the
debt securities, at our option or otherwise, including the
periods, prices and terms of redemption or conversion; |
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any sinking fund or similar provisions, which would obligate us
to repurchase or otherwise redeem the debt securities, along
with the periods, prices and terms of redemption, purchase or
repayment; |
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whether the debt securities may be convertible into or
exchangeable for shares of common stock or preferred stock; |
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the amount or percentage payable if we accelerate the maturity
of the debt securities, if other than the principal amount; |
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any changes to or additional events of default or covenants set
forth in the indentures; |
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the terms of subordination, if any; |
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any special tax implications of the debt securities, including
provisions for original issue discount securities; and |
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any other terms consistent with the indenture. |
At March 31, 2005, we have $286.9 million aggregate
principal of existing debt outstanding that will rank senior to
any issued subordinated debt securities and will rank equal to
any issued senior debt securities. This amount includes our
credit facility, our Senior Notes and other secured and
non-secured debt. Other obligations in our normal course of
business include accounts payable and other accrued liabilities.
Senior Debt Securities
Any senior debt securities offered pursuant to the senior
indenture will be senior in right of payment to all subordinated
debt securities issued under the subordinated indenture.
Further, the senior indenture does not prohibit us from issuing
additional debt securities that may rank equally in right of
payment to the senior debt securities.
We have an existing indenture with Wells Fargo Bank National
Association, as trustee, under which we have $150 million
senior debt currently outstanding. We have the ability to issue
additional senior debt securities under the existing indenture
and we may use this registration statement to do so in the
future.
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Subordinated Debt Securities
The subordinated debt securities will have a junior position to
all of our senior debt. Under the subordinated indenture,
payment of the principal, interest and any premium on the
subordinated debt securities will generally be subordinated and
junior in right of payment to the prior payment in full of all
senior debt. The subordinated indenture provides that no payment
of principal, interest and any premium on the subordinated debt
securities may be made in the event:
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of any insolvency, bankruptcy or similar proceeding involving us
or our properties; or |
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during the continuance of any default on senior debt beyond the
grace period, unless and until the default on the senior debt is
cured and waived. |
The subordinated indenture does not limit the amount of senior
debt that we may incur.
Upon any distribution of our assets in connection with any
dissolution, winding up, liquidation, reorganization, bankruptcy
or other similar proceeding, the holders of all senior debt
securities will first be entitled to receive payment in full of
the principal, any premium and interest due on the senior debt
before the holders of the subordinated debt securities are
entitled to receive any payment.
Global Debt Securities
Debt securities may be issued in whole or in part in the form of
one or more global securities that will be deposited with, or on
behalf of, a depositary identified in the applicable prospectus
supplement. Global debt securities may be issued in either
registered or bearer form and in either temporary or permanent
form. Unless and until it is exchanged in whole or in part for
individual certificates evidencing debt securities in definitive
form, a global debt security may not be transferred except as a
whole by the depositary to a nominee of such depositary or by a
nominee of such depositary to such depositary or another nominee
of such depositary or by such depositary or any such nominee to
a successor of such depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to
a series of global debt securities, and certain limitations and
restrictions relating to a series of bearer global debt
securities, will be described in the prospectus supplement
relating to such series.
We may determine not to use global securities for any series. In
that event, we will issue debt securities in certificate form.
The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of securities in
certificate form. Those laws and some conditions on transfer of
global securities may impair the ability to transfer interests
in global securities.
So long as the depositary or its nominee is the registered owner
of a global security, that entity will be the sole holder of the
debt securities represented by the applicable indenture. Both we
and the trustee are required to treat the depositary or its
nominee as the legal owner of those securities for all purposes
under the indentures.
Unless otherwise specified in this prospectus or the prospectus
supplement, no actual purchaser of debt securities represented
by a global security will be entitled to receive physical
delivery of certificated securities or will be considered the
holder of those securities for any purpose under the indentures.
In addition, no actual purchaser will be able to transfer or
exchange global securities unless otherwise specified in this
prospectus or the prospectus supplement. As a result, each
actual purchaser must rely on the procedures of the depositary
to exercise any rights of a holder under the applicable
indenture. Also, if an actual purchaser is not a participant of
the depositary, the actual purchaser must rely on the procedures
of the participant through which it owns its interest in a
global security.
Description of the Senior and Subordinated Indentures
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Covenants
Under the indentures, we are required to:
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pay the principal, interest and any premium on the debt
securities when due; |
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maintain a place of payment; |
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deliver a report to the trustee at the end of each fiscal year
reviewing and affirming, based on the review, whether we have
fulfilled our obligations under the indentures; |
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deposit sufficient funds with any paying agent on or before the
due date for any principal, interest or any premium; and |
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do or cause to be done all things necessary to preserve and keep
in full force and effect our corporate existence, except as
otherwise provided in the indentures. |
Our senior indenture may also contain negative covenants
including, among other things:
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a limitation on liens we may assume or incur other than
specified types of liens unless senior indebtedness issued under
the indenture is secured equally or prior to the indebtedness
secured by the liens; |
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a restriction on our ability to consolidate, merge, transfer
substantially all of our assets or purchase substantially all of
the assets of another company, unless we are the continuing
company or the surviving or acquiring entity is a domestic
company and it expressly assumes our obligations with respect to
our debt securities by executing a supplemental indenture; |
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a prohibition on the ability of designated subsidiaries to pay
dividends, make loans or transfer property to Mobile Mini, Inc.,
except as provided in the indenture; and |
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restrictions on designated subsidiaries ability to become
liable or responsible for the payment of any indebtedness or
preferred stock other than as provided in the indenture. |
Our existing indenture with Wells Fargo Bank National
Association, as trustee, has covenants that may be different
from the covenants in the existing indenture. The covenants
under our existing indenture with Wells Fargo Bank National
Association are described below.
Event of Default, Notice and Waiver
Events of default under the indentures for any series of debt
securities include:
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failure for 30 days to pay interest on any debt securities
of that series; |
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failure to pay principal or premium, if any, of any debt
securities of that series; |
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failure to pay any sinking fund payment when due; |
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failure to perform any other covenants contained in the
indentures (other than a covenant added to the indentures solely
for the benefit of a particular series of debt securities),
which continues for 90 days after written notice as
provided in the indenture; |
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default under any of our other debt instruments with an
aggregate principal amount outstanding of at least
$10,000,000; or |
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events of bankruptcy, insolvency or reorganization, or court
appointment of a receiver, liquidator or trustee. |
If an event of default for any series of debt securities occurs
and continues, the trustee or the holders of at least 25% of the
total principal amount of the debt securities of the series may
declare the entire principal of that series due and payable
immediately. If the trustee makes such a declaration, the
holders of a majority of the aggregate principal amount of the
debt securities of that series can generally rescind and annul
the declaration and its consequences except where the
trustees declaration is caused by either our failure to
make
9
payment of interest or any premium on or the principal of the
securities of such series, or by bankruptcy or insolvency
proceedings.
The indentures limit the holders right to institute legal
proceedings. No holder of any debt securities will have the
right to bring a claim under an indenture unless:
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the holder has given written notice of default to the trustee; |
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the holders of not less than 25% of the aggregate principal
amount of debt securities of that series shall have made a
written request to the trustee to bring the claim and furnished
the trustee reasonable indemnification as it may require; |
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the trustee has not commenced an action within 60 days of
receipt of the notice; and |
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no direction inconsistent with a request has been given to the
trustee by the holders of not less than a majority of the
aggregate principal amount of the debt securities. The holders
of debt securities may enforce payment of the principal or
premium, if any, or interest on their debt securities. No holder
of debt securities of a particular series has the right to
prejudice the rights or obtain priority or preference over the
rights of any other holder of debt securities of that series. |
The holders of a majority in aggregate principal amount of any
series of debt securities may direct the time, method and place
of conducting any proceeding for any remedy available to the
trustee or exercising any power conferred on the trustee with
respect to the securities of any series; provided, however, that
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the direction does not conflict with any rule of law or an
indenture; and |
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the trustee may take any action it deems proper and which is
consistent with the direction of the holders. |
Each indenture provides that, if an event of default has
occurred, the trustee is to use the degree of care a prudent
person would use in the conduct of his own affairs. Subject to
those provisions, the trustee is under no obligation to exercise
any of its rights or powers under an indenture at the request of
any of the holders of the debt securities of a series unless
they have furnished to the trustee reasonable security or
indemnity.
We will be required to furnish to the trustee in an annual
statement a notice as to our fulfillment of all of our
obligations under the relevant indenture.
Legal Defeasance and Covenant Defeasance
We may satisfy our obligations under the debt securities of a
particular series before maturity. This is called defeasance. We
may do so by depositing with the trustee, in trust for the
benefit of the holders, sufficient funds to pay the entire
indebtedness on that series, including principal, premium, if
any, and interest. We must also comply with other conditions
before we defease the debt securities. We must deliver an
opinion of counsel to the effect that the holders of that series
will have no federal income tax consequences as a result of the
defeasance.
Modification of the Indenture
In order to change or modify either the senior or subordinated
indenture in ways adversely affecting the interest of the
holders, we must obtain the consent of holders of at least a
majority in principal amount of all outstanding debt securities
affected by that change. The consent of holders of at least a
majority in principal amount of each series of outstanding debt
securities is required to waive compliance by us with specific
covenants in an indenture. We must obtain the consent of each
holder affected in order to:
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extend the maturity, or reduce the principal, redemption premium
or interest rate; |
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change the place of payment, or the coin or currency, for
payment; |
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limit the right to sue for payment; |
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reduce the level of consents needed to approve a change to an
indenture; |
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modify any of the foregoing provisions or any of the provisions
relating to the waiver of certain past defaults or certain
covenants, except to increase the required level of consents
needed to approve a change to an indenture; or |
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modify, without the written consent of the trustee, the rights,
duties or immunities of the trustee. |
Consolidation, Merger or Sale of Assets
The senior and subordinated indentures permit us to consolidate
or merge with another entity. These indentures also permit us to
sell all or substantially all of our property and assets. If
this happens, the remaining or acquiring entity must assume all
of our responsibilities and liabilities under the indentures
including the payment of all amounts due on the debt securities
and performance of the covenants in these indentures and no
event of default can have occurred. The remaining or acquiring
entity will be substituted for us in these indentures with the
same effect as if it had been an original party to the
indentures. Thereafter, the successor entity may exercise our
rights and powers under these indentures, in our name or in its
own name. Any act or proceeding required or permitted to be done
by our Board or any of our officers may be done by the Board or
officers of the successor entity. The phrase all or
substantially all of the assets will likely be interpreted
under applicable state law and will be dependent upon particular
facts and circumstances. As a result, there may be a degree of
uncertainty in ascertaining whether a sale or transfer of
all or substantially all of our assets has occurred.
Description of Existing Indenture
Under the existing indenture with Wells Fargo Bank National
Association as trustee, upon the occurrence of a Change of
Control, each holder of notes issued thereunder will have the
right to require that the Company purchase all or a portion of
such holders notes pursuant to the offer described below
(the Change of Control Offer), at a purchase price
equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase.
Within the existing indenture, a Change of Control is defined as
the occurrence of one or more of the following events:
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(1) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or
substantially all of the assets of the Company to any person or
group of related persons for purposes of Section 13(d) of
the Exchange Act (a Group), together with any
affiliates thereof (whether or not otherwise in compliance with
the provisions of the existing indenture; |
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(2) the approval by the holders of capital stock of the
Company of any plan or proposal for the liquidation or
dissolution of the Company (whether or not otherwise in
compliance with the provisions of the existing indenture); |
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(3) any person or group (other than any entity formed for
the purpose of owning capital stock of the Company) shall become
the owner, directly or indirectly, beneficially or of record, of
shares representing more than 50% of the aggregate ordinary
voting power represented by the issued and outstanding capital
stock of the Company; |
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(4) the replacement of a majority of the Board of Directors
of the Company over a two-year period from the directors who
constituted the Board of Directors of the Company at the
beginning of such period, and such replacement shall not have
been approved by a vote of at least a majority of the Board of
Directors of the Company then still in office who either were
members of such Board of Directors at the beginning of such
period or whose election as a member of such Board of Directors
was previously so approved. |
Within 30 days following the date upon which the Change of
Control occurred, the Company must send, by first class mail, a
notice to each holder of debt securities under the existing
indenture, with a copy to the trustee, which notice shall govern
the terms of the Change of Control Offer. Such notice shall
state, among
11
other things, the purchase date, which must be no earlier than
30 days nor later than 60 days from the date such
notice is mailed, other than as may be required by law (the
Change of Control Payment Date). Holders electing to
have a note purchased pursuant to a Change of Control Offer will
be required to surrender the note, with the form entitled
Option of Holder to Elect Purchase on the reverse of
the note completed, to the paying agent at the address specified
in the notice prior to the close of business on the third
business day prior to the Change of Control Payment Date.
The Company will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change
of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in the existing
indenture with Wells Fargo Bank National Association applicable
to a Change of Control Offer made by the Company and purchases
all exchange notes validly tendered and not withdrawn under such
Change of Control Offer.
If a Change of Control Offer is made, there can be no assurance
that the Company will have available funds sufficient to pay the
Change of Control purchase price for all the notes that might be
delivered by holders seeking to accept the Change of Control
Offer. If the Company is required to purchase notes pursuant to
a Change of Control Offer, the Company expects that it would
seek third party financing to the extent it does not have
available funds to meet its purchase obligations. However, there
can be no assurance that the Company would be able to obtain
such financing.
A Change of Control will be an event of default under our
existing Credit Agreement, upon which event all amounts
outstanding under the credit agreement shall, unless otherwise
agreed by the required lenders thereunder, become due and
payable. There can be no assurance that, in the event of a
Change of Control, the Company will be able to obtain the
necessary consents from the lenders under the Credit Agreement
to waive such default or consummate a Change of Control Offer.
The failure of the Company to make or consummate the Change of
Control Offer or pay the applicable Change of Control purchase
price when due would result in an Event of Default and would
give the trustee and the holders of the debt securities under
the existing indenture rights described under
Events of Default.
The term Credit Agreement refers to the Amended and
Restated Loan and Security Agreement dated as of June 26,
2003, between the Company, the lenders party thereto in their
capacities as lenders thereunder and Fleet Capital Corporation,
as administrative agent (the Agent), Fleet
Securities, Inc., as joint lead arranger, Deutsche Bank Trust
Company Americas, as co-documentation agent and Deutsche Bank
Securities, Inc., as joint lead arranger, together with the
related documents thereto (including, without limitation, any
notes, guarantee agreements and security documents), in each
case as such agreements may be amended (including any amendment
and restatement thereof), supplemented or otherwise modified
from time to time, including one or more credit agreements, loan
agreements, indentures or similar agreements extending the
maturity of, refinancing, replacing, renewing or otherwise
restructuring (including increasing the amount of available
credit thereunder or adding subsidiaries of the Company as
additional borrowers or guarantors thereunder) all or any
portion of this indebtedness under such agreement or agreements
or any successor or replacement agreement or agreements and
whether by the same or any other agent, lender or group of
lenders. The Credit Agreement has been filed as
Exhibit 10.1 to this registration statement and is herein
incorporated by reference.
Neither the Board of Directors of the Company nor the trustee
may waive the covenant relating to a holders right to
redemption upon a Change of Control. Restrictions in the
existing indenture described herein on the ability of the
Company and certain subsidiaries to incur additional
indebtedness, to grant liens on its property, to make certain
payments and to conduct certain asset sales may also make more
difficult or discourage a takeover of the Company, whether
favored or opposed by the management of the Company.
Consummation of any such transaction in certain circumstances
may require redemption or repurchase of the exchange notes, and
there can be no assurance that the Company or the acquiring
party will have sufficient financial resources to effect such
redemption or repurchase. Such restrictions and the restrictions
on transactions with affiliates may, in certain circumstances,
make more difficult or discourage any leveraged buyout of the
Company or any of its subsidiaries by the management of the
Company. While such restrictions cover a wide variety of
arrangements which have traditionally been used to effect highly
leveraged
12
transactions, the existing indenture may not afford the holders
protection in all circumstances from the adverse aspects of a
highly leveraged transaction, reorganization, restructuring,
merger or similar transaction.
The Company will comply with the requirements of
Rule 14e-1 under
the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of notes pursuant
to a Change of Control Offer. To the extent that the provisions
of any securities laws or regulations conflict with the
Change of Control provisions of the existing
indenture with Wells Fargo Bank National Association, the
Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its
obligations under the Change of Control provisions
of the existing indenture by virtue thereof.
The definition of Change of Control includes a phrase relating
to the direct or indirect sale, lease, transfer, conveyance or
other disposition of all or substantially all of the
properties or assets of the Company and certain subsidiaries
taken as a whole. Although there is a limited body of case law
interpreting the phrase substantially all, there is
no precise established definition of the phrase under applicable
law. Accordingly, the ability of a holder of notes to require
the Company to repurchase its notes as a result of a sale,
lease, transfer, conveyance or other disposition of less than
all of the assets of the Company and certain subsidiaries taken
as a whole to another person or group may be uncertain.
The existing indenture with Wells Fargo Bank National
Association as trustee contains material covenants which:
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limit our incurrence of additional indebtedness in certain
circumstances; |
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limit our ability to declare or pay any dividend or make any
distribution, unless such distribution is made payable in
qualified stock, as that term is defined in the indenture; |
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limit our right to purchase or redeem any capital stock or any
warrants, other than capital stock or warrants owned by us; |
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limit our right to make any principal payment on, purchase,
defease, redeem, prepay decrease or otherwise acquire or retire
for value, prior to any scheduled final maturity, any
subordinated indebtedness; |
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prohibit investments, other than permitted investments as the
term is defined in the existing indenture, under certain
circumstances; |
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a restriction on our ability to sell certain assets, other than
to our subsidiaries or in the ordinary course of business,
unless at least 75% of the proceeds from such sale are in cash,
cash equivalents and or/ replacement assets. If such a sale
occurs, the proceeds of such a sale must be used in accordance
with the existing indenture. Notwithstanding this provision, we
and our subsidiaries are permitted to consummate such asset
sales without complying with these provisions if at least 75% of
the consideration for such asset sale constitutes replacement
assets and such sale is for fair market value. If the proceeds
of any such asset sale are not used in accordance with the
indenture, the Company may be required to offer to purchase
certain debt securities. If the Company must make such an offer,
the Company will comply with the all applicable federal
securities laws, including
Rule 14e-1 of the
Exchange Act; |
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limit the ability of the Company and designated subsidiaries to
pay dividends, make loans or transfer property to Mobile Mini,
Inc. except as provided in the indenture; |
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restrict our ability to consolidate, merge, transfer or sell
substantially all of our assets or purchase substantially all of
the assets of another company, as more fully discussed below; |
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do not permit certain of our subsidiaries that are not
guarantors on the debt securities to issue any preferred stock,
other than to the Company or certain wholly-owned subsidiaries,
or permit any person, |
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other than the Company or certain wholly-owned subsidiaries, to
own any preferred stock of certain subsidiaries that are not
guarantors on the debt securities; and |
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limit liens we may assume or incur other than specified types of
liens; |
The following events are defined in the existing indenture as
Events of Default:
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(1) the failure to pay interest on any notes when the same
becomes due and payable and the default continues for a period
of 30 days; |
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(2) the failure to pay the principal on any notes, when
such principal becomes due and payable, at maturity, upon
redemption or otherwise; |
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(3) a default in the observance or performance of any other
covenant or agreement contained in the existing indenture which
default continues for a period of 30 days after the Company
receives written notice specifying the default (and demanding
that such default be remedied) from the trustee or the holders
of at least 25% of the aggregate outstanding principal amount of
the notes issued under the existing indenture (except in the
case of a default with respect to the Merger,
Consolidation and Sale of Assets covenant, which will
constitute an Event of Default with such notice requirement but
without such passage of time requirement); |
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(4) the failure to pay at final maturity (giving effect to
any applicable grace periods and any extensions thereof) the
stated principal amount of any indebtedness of the Company or
certain subsidiaries of the Company, or the acceleration of the
final stated maturity of any such indebtedness (which
acceleration is not rescinded, annulled or otherwise cured
within 20 days of receipt by the Company or certain
subsidiary of notice of any such acceleration) if the aggregate
principal amount of such Indebtedness, together with the
principal amount of any other such indebtedness in default for
failure to pay principal at final stated maturity or which has
been accelerated (in each case with respect to which the
20-day period described
above has elapsed), aggregates $7.5 million or more at any
time; |
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(5) one or more judgments in an aggregate amount in excess
of $7.5 million shall have been rendered against the
Company or certain subsidiaries and such judgments remain
undischarged, unpaid or unstayed for a period of 60 days
after such judgment or judgments become final and non-appealable; |
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(6) certain events of bankruptcy affecting the Company or
any of its Significant Subsidiaries, as that term is defined in
the existing indenture; or |
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(7) any guarantee of a Significant Subsidiary ceases to be
in full force and effect or is declared to be null and void and
unenforceable or is found to be invalid or any guarantor that is
a Significant Subsidiary denies its liability under its
guarantee (other than by reason of release of a guarantor in
accordance with the terms of the existing indenture). |
If an Event of Default (other than an Event of Default specified
in clause (6) above with respect to the Company) shall
occur and be continuing, the trustee or the holders of at least
25% in aggregate principal amount of outstanding notes issued
under the existing indenture may declare the principal of and
accrued interest on all the notes issued under the existing
indenture to be due and payable by notice in writing to the
Company and the trustee specifying the respective Event of
Default and that it is a notice of acceleration (the
Acceleration Notice), and the same shall become
immediately due and payable.
If an Event of Default specified in clause (6) above with
respect to the Company occurs and is continuing, then all unpaid
principal of, and premium, if any, and accrued and unpaid
interest on all of the outstanding notes issued under the
existing indenture shall ipso facto become and be immediately
due and payable without any declaration or other act on the part
of the trustee or any holder.
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The existing indenture provides that, at any time after a
declaration of acceleration with respect to the notes as
described in the preceding paragraph, the holders of a majority
in aggregate principal amount of the notes issued under the
existing indenture may rescind and cancel such declaration and
its consequences:
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(1) if the rescission would not conflict with any judgment
or decree; |
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(2) if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has
become due solely because of the acceleration; |
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(3) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue
principal, which has become due otherwise than by such
declaration of acceleration, has been paid; |
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(4) if the Company has paid the trustee its reasonable
compensation and reimbursed the trustee for its expenses,
disbursements and advances; and |
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(5) in the event of the cure or waiver of an Event of
Default of the type described in clause (6) of the
description above of Events of Default, the trustee shall have
received an officers certificate and an opinion of counsel
that such Event of Default has been cured or waived. No such
rescission shall affect any subsequent default or impair any
right consequent thereto. |
The holders of a majority in aggregate principal amount of the
notes issued and outstanding under the existing indenture may
waive any existing default or Event of Default under the
existing indenture, and its consequences, except a default in
the payment of the principal of or interest on any notes.
Holders of the notes may not enforce the existing indenture
except as provided in our existing indenture with Wells Fargo
Bank National Association and the Trust Indenture Act. Subject
to the provisions of the existing indenture relating to the
duties of the trustee, the trustee is under no obligation to
exercise any of its rights or powers under the existing
indenture at the request, order or direction of any of the
holders, unless such holders have offered to the trustee
reasonable indemnity. Subject to all provisions of the existing
indenture and applicable law, the holders of a majority in
aggregate principal amount of the then outstanding notes issued
under the existing indenture have the right to direct the time,
method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power
conferred on the trustee.
Under the existing indenture, the Company is required to provide
an officers certificate to the trustee promptly upon any
such officer obtaining knowledge of any default or Event of
Default (provided that such officers shall provide such
certification at least annually whether or not they know of any
default or Event of Default) that has occurred and, if
applicable, describe such default or Event of Default and the
status thereof.
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Legal Defeasance and Covenant Defeasance |
Under the existing indenture with Wells Fargo Bank National
Association, the Company may, at its option and at any time,
elect to have its obligations and the obligations of any
guarantors discharged with respect to the outstanding notes
(Legal Defeasance). Such Legal Defeasance means that
the Company shall be deemed to have paid and discharged the
entire indebtedness represented by the outstanding notes, except
for:
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(1) the rights of holders to receive payments in respect of
the principal of, premium, if any, and interest on the notes
when such payments are due; |
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(2) the Companys obligations with respect to the
notes concerning issuing temporary notes, registration of notes,
mutilated, destroyed, lost or stolen notes and the maintenance
of an office or agency for payments; |
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(3) the rights, powers, trust, duties and immunities of the
trustee and the Companys obligations in connection
therewith; and |
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(4) the Legal Defeasance provisions of the existing
indenture. |
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In addition, the Company may, at its option and at any time,
elect to have the obligations of the Company released with
respect to certain covenants that are described in the existing
indenture (Covenant Defeasance) and thereafter any
omission to comply with such obligations shall not constitute a
default or Event of Default with respect to the exchange notes.
In the event Covenant Defeasance occurs, certain events (not
including non-payment, bankruptcy, receivership, reorganization
and insolvency events) described under Events of
Default will no longer constitute an Event of Default with
respect to the Notes.
In order to exercise either Legal Defeasance or Covenant
Defeasance:
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(1) the Company must irrevocably deposit with the trustee,
in trust, for the benefit of the holders cash in
U.S. dollars, non-callable U.S. government
obligations, or a combination thereof, in such amounts as will
be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of,
premium, if any, and interest on the notes outstanding under the
existing indenture on the stated date for payment thereof or on
the applicable redemption date, as the case may be; |
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(2) in the case of Legal Defeasance, the Company shall have
delivered to the trustee an opinion of counsel in the United
States reasonably acceptable to the trustee confirming that: |
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(a) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling; or |
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(b) since the date of the indenture, there has been a
change in the applicable federal income tax law, |
in either case to the effect that, and based thereon such
opinion of counsel shall confirm that, the holders will not
recognize income, gain or loss for federal income tax purposes
as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such Legal
Defeasance had not occurred;
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(3) in the case of Covenant Defeasance, the Company shall
have delivered to the trustee an opinion of counsel in the
United States reasonably acceptable to the trustee confirming
that the holders will not recognize income, gain or loss for
federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred; |
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(4) no default or Event of Default shall have occurred and
be continuing on the date of such deposit (other than a default
or an Event of Default resulting from the borrowing of funds to
be applied to such deposit and the grant of any Lien securing
such borrowings); |
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(5) such Legal Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a default
under the existing indenture (other than a default or an Event
of Default resulting from the borrowing of funds to be applied
to such deposit and the grant of any Lien securing such
borrowings) or any other material agreement or instrument to
which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries is bound; |
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(6) the Company shall have delivered to the trustee an
officers certificate stating that the deposit was not made
by the Company with the intent of preferring the holders over
any other creditors of the Company or with the intent of
defeating, hindering, delaying or defrauding any other creditors
of the Company or others; |
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(7) the Company shall have delivered to the trustee an
officers certificate and an opinion of counsel, each
stating that all conditions precedent provided for or relating
to the Legal Defeasance or the Covenant Defeasance have been
complied with; |
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(8) the Company shall have delivered to the trustee an
opinion of counsel to the effect that assuming no intervening
bankruptcy of the Company between the date of deposit and the
91st day following the date of deposit and that no holder
is an insider of the Company, after the 91st day following
the date of deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors rights generally; |
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(9) certain other customary conditions precedent are
satisfied. |
Notwithstanding the foregoing, the opinion of counsel required
by clause (2) above with respect to a Legal Defeasance need
not be delivered if all notes outstanding under the existing
indenture which have not theretofore delivered to the trustee
for cancellation (1) have become due and payable or
(2) will become due and payable on the maturity date within
one year, or are to be called for redemption within one year,
under arrangements satisfactory to the trustee for the giving of
notice of redemption by the trustee in the name, and at the
expense, of the Company.
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Satisfaction and Discharge |
The existing indenture will be discharged and will cease to be
of further effect (except as to surviving rights or registration
of transfer or exchange of the notes, as expressly provided for
in the existing indenture) as to all notes when:
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(a) all the notes theretofore authenticated and delivered
(except lost, stolen or destroyed notes which have been replaced
or paid and notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from
such trust) have been delivered to the trustee for
cancellation; or |
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(b) all notes not theretofore delivered to the trustee for
cancellation (1) have become due and payable or
(2) will become due and payable within one year, or are to
be called for redemption within one year, under arrangements
satisfactory to the trustee for the giving of notice of
redemption by the trustee in the name, and at the expense, of
the Company, and the Company has irrevocably deposited or caused
to be deposited with the trustee funds in an amount sufficient
to pay and discharge the entire Indebtedness on the notes not
theretofore delivered to the trustee for cancellation, for
principal of, premium, if any, and interest on the notes to the
date of deposit, together with irrevocable instructions from the
Company directing the trustee to apply such funds to the payment
thereof at maturity or redemption, as the case may be; |
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(2) the Company has paid all other sums payable under the
existing indenture by the Company; and |
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(3) the Company has delivered to the trustee an
officers certificate and an opinion of counsel stating
that all conditions precedent under the existing indenture
relating to the satisfaction and discharge of the existing
indenture have been complied with. |
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Modification of the Existing Indenture |
From time to time, the Company, any guarantors and the trustee,
without the consent of the holders, may amend the existing
indenture for certain specified purposes, including curing
ambiguities, defects or inconsistencies, so long as such change
does not, in the opinion of the trustee, adversely affect the
rights of any of the holders in any material respect. In
formulating its opinion on such matters, the trustee will be
entitled to rely on such evidence as it deems appropriate,
including, without limitation, solely on an opinion of counsel.
Other modifications and amendments of the existing indenture may
be made with the consent of the holders of a majority in
principal amount of the then outstanding notes issued under the
existing indenture, except that, without the consent of each
holder affected thereby, no amendment may:
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(1) reduce the amount of notes outstanding whose holders
must consent to an amendment; |
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(2) reduce the rate of or change or have the effect of
changing the time for payment of interest, including defaulted
interest, on any note; |
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(3) reduce the principal of or change or have the effect of
changing the fixed maturity of any notes, or change the date on
which any notes may be subject to redemption or reduce the
redemption price therefore; |
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(4) make any notes payable in money other than that stated
in the notes; |
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(5) make any change in provisions of the existing indenture
protecting the right of each holder to receive payment of
principal of and interest on any note on or after the due date
thereof or to bring suit to enforce such payment, or permitting
holders of a majority in principal amount of notes outstanding
under the existing indenture to waive defaults or Events of
Default; |
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(6) after the Companys obligation to purchase notes
arises thereunder, amend, change or modify in any material
respect the obligation of the Company to make and consummate a
Change of Control Offer in the event of a Change of Control or
make and consummate a Net Proceeds Offer with respect to any
Asset Sale that has been consummated or, after such Change of
Control has occurred or such Asset Sale has been consummated,
modify any of the provisions or definitions with respect
thereto; or |
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(7) release any Guarantor that is a Significant Subsidiary
from any of its obligations under its Guarantee or the existing
indenture otherwise than in accordance with the terms of the
existing indenture. |
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Consolidation, Merger or Sale of Assets |
Under the existing indenture with Wells Fargo Bank National
Association, the Company will not, in a single transaction or
series of related transactions, consolidate or merge with or
into any person, or sell, assign, transfer, lease, convey or
otherwise dispose of (or cause or permit any certain
subsidiaries of the Company to sell, assign, transfer, lease,
convey or otherwise dispose of) all or substantially all of the
Companys assets (determined on a consolidated basis for
the Company and certain of the Companys subsidiaries)
whether as an entirety or substantially as an entirety to any
person unless:
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(a) the Company shall be the surviving or continuing
corporation; or |
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(b) the person (if other than the Company) formed by such
consolidation or into which the Company is merged or the person
which acquires by sale, assignment, transfer, lease, conveyance
or other disposition the properties and assets of the Company
and certain of the Companys subsidiaries substantially as
an entirety (the Surviving Entity): |
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(x) shall be a corporation organized and validly existing
under the laws of the United States or any State thereof or
the District of Columbia; and |
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(y) shall expressly assume, by supplemental indenture (in
form and substance satisfactory to the trustee), executed and
delivered to the trustee, the due and punctual payment of the
principal of, and premium, if any, and interest on all of the
exchange notes and the performance of every covenant of the
exchange notes, the existing indenture and the Registration
Rights Agreement on the part of the Company to be performed or
observed; |
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(2) immediately after giving effect to such transaction and
the assumption contemplated by clause (1)(b)(y) above
(including giving effect to any Indebtedness and Acquired
Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction), the Company
or such Surviving Entity, as the case may be, shall be able to
incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) pursuant to the covenant described under
Certain Covenants Limitation on
Incurrence of Additional Indebtedness; |
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(3) immediately before and immediately after giving effect
to such transaction and the assumption contemplated by
clause (1)(b)(y) above (including, without limitation,
giving effect to any Indebtedness and Acquired Indebtedness
incurred or anticipated to be incurred and any Lien granted in
connection with or in respect of the transaction), no default or
Event of Default shall have occurred or be continuing; and |
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(4) the Company or the Surviving Entity shall have
delivered to the trustee an officers certificate and an
opinion of counsel, each stating that such consolidation,
merger, sale, assignment, transfer, lease, |
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conveyance or other disposition and, if a supplemental indenture
is required in connection with such transaction, such
supplemental indenture will comply with the applicable
provisions of the existing indenture and that all conditions
precedent in the indenture relating to such transaction have
been satisfied. |
For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series
of transactions) of all or substantially all of the properties
or assets of certain subsidiaries of the Company the capital
stock of which constitutes all or substantially all of the
properties and assets of the Company, shall be deemed to be the
transfer of all or substantially all of the properties and
assets of the Company.
Notwithstanding the foregoing clauses (1), (2) and
(3), the Company may merge with an Affiliate that is a person
that has no material assets or liabilities and which was
organized solely for the purpose of reorganizing the Company in
another jurisdiction.
The existing indenture provides that upon any consolidation,
combination or merger or any transfer of all or substantially
all of the assets of the Company in accordance with the
foregoing in which the Company is not the continuing
corporation, the successor person formed by such consolidation
or into which the Company is merged or to which such conveyance,
lease or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company
under the existing indenture, the exchange notes and the
Registration Rights Agreement with the same effect as if such
surviving entity had been named as such.
The phrase all or substantially all of the assets of
the Company will likely be interpreted under applicable state
law and will be dependent upon particular facts and
circumstances. As a result, there may be a degree of uncertainty
in ascertaining whether a sale or transfer of all or
substantially all of the assets of the Company or a
Guarantor has occurred.
Form, Exchange or Transfer
The debt securities under the senior, subordinated or existing
indenture may be issued in registered, bearer, coupon or global
form. We may authorize and determine the terms of a series of
debt securities by resolution of our Board of Directors or the
pricing committee of our Board of Directors or through a
supplemental indenture. Unless otherwise described in the
applicable prospectus supplement, we will issue debt securities
only in denominations of $1,000 and integral multiples of that
amount.
You may transfer or exchange debt securities (other than global
securities) without a service charge at the corporate trust
office of the trustee. You may also surrender debt securities
(other than global securities) for conversion or registration of
transfer without a service charge at the corporate trust office
of the trustee. You must execute a proper form of transfer and
pay any taxes or other governmental charges resulting from that
action.
Governing Law
The senior, subordinated and existing indenture and any debt
securities issued thereunder will be governed by and construed
in accordance with the laws of the state of New York.
Guarantees
The debt securities may be guaranteed by our direct or indirect
subsidiaries. Each prospectus supplement will describe the
guarantees, if any, by our direct and indirect subsidiaries,
including the terms of subordination, if any, of such
guarantees. Any such guarantee will be made on a joint and
several basis and will be full and unconditional.
19
DESCRIPTION OF WARRANTS
This section describes the general terms and provisions of our
warrants. The applicable prospectus supplement will describe the
specific terms of the warrants offered through that prospectus
supplement, as well as any general terms described in this
section that will not apply to those warrants.
We may issue warrants for the purchase of our debt securities,
common stock or preferred stock. We may issue warrants
independently or together with other securities and they may be
attached to, or separate from, the other securities. Each series
of warrants will be issued under a separate warrant agreement
that we will enter into with a bank or trust company, as warrant
agent, as detailed in the applicable prospectus supplement. The
warrant agent will act solely as an agent of Mobile Mini in
connection with the warrants and will not assume any obligation,
or agency or trust relationship, with you. The forms of warrant
agreements, including the forms of warrant certificates, will be
filed as exhibits to the registration statement of which this
prospectus is a part.
You should refer to the provisions of the warrant agreements for
more specific information. The prospectus supplement relating to
a particular issue of warrants will describe the terms of those
warrants, including, where applicable:
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the exercise price for our debt securities, the amount of debt
securities you will receive upon exercise, and a description of
that series of debt securities; |
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the exercise price for shares of our common or preferred stock
and the number of shares of common or preferred stock you will
receive upon exercise; |
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the expiration date; |
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whether the warrants will be issued in registered or bearer
form, or both; |
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U.S. federal income tax consequences; and |
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any other terms of the warrants. |
After your warrants expire they will become void. The prospectus
supplement will describe how you may exercise your warrants. You
must exercise warrants for our common stock through payment in
U.S. dollars. The prospectus supplement may provide for the
adjustment of the exercise price of the warrants.
Until you exercise your warrants to purchase our debt securities
or capital stock, you will not have any rights as a holder of
our debt securities or capital stock, as the case may be, by
virtue of your ownership of warrants. Any shares of preferred
stock or common stock that we issue upon exercise of a stock
warrant will, when issued, be legally issued, fully paid and
nonassessable.
DESCRIPTION OF DEPOSITARY SHARES
The following briefly summarizes the general provisions of
depositary shares representing interests in shares of our
preferred stock. Each issuance of shares will be issued under a
depositary agreement to be entered into between us and a bank or
trust company as depositary. The shares will be evidenced by
depositary receipts. A form of the deposit agreement, including
the form of depositary receipt will be filed as an exhibit to a
prospectus supplement. You should read the more detailed
provisions of the deposit agreement and the form of depositary
receipt for provisions that may be important to you. The
particular terms of any depositary shares that we offer will be
set forth in the applicable prospectus supplement. The
prospectus supplement will also state whether any of the
generalized provisions summarized below do not apply to the
depositary shares being offered.
General
We may, at our option, elect to offer fractional shares of
preferred stock, rather than full shares of preferred stock. In
such event, we will issue receipts for depositary shares, each
of which will represent a fraction of a share of a particular
series of preferred stock.
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The shares of any series of preferred stock represented by
depositary shares will be deposited under a deposit agreement
between us and a bank or trust company that has its principal
office in the United States and a combined capital and surplus
of at least $50,000,000. Each owner of a depositary share will
be entitled to all the rights and preferences of the underlying
preferred stock, including any dividend, voting, redemption,
conversion and liquidation rights described in the particular
prospectus supplement, in proportion to the applicable fraction
of a share of preferred stock represented by such depositary
share.
The depositary shares will be evidenced by depositary receipts
issued pursuant to the deposit agreement. Depositary receipts
will be distributed to those persons purchasing the fractional
shares of preferred stock in accordance with the terms of the
applicable prospectus supplement.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash
distributions, rounded to the nearest cent, to the record
holders of depositary shares relating to such preferred stock in
proportion to the number of such depositary shares owned by such
holders on the relevant record date.
The depositary will distribute any property received by it other
than cash to the record holders of depositary shares. If the
depositary determines that it is not feasible to make such
distribution, it may, with our approval, sell the property
received and distribute the net proceeds from the sale to such
holders.
Redemption of Depositary Shares
If a series of preferred stock represented by depositary shares
is to be redeemed, the depositary shares will be redeemed from
the proceeds received by the depositary resulting from the
redemption. The depositary shares will be redeemed by the
depositary at a price per depositary share equal to the
applicable fraction of the redemption price per share payable in
respect of the shares of preferred stock so redeemed.
Whenever we redeem shares of preferred stock held by the
depositary, the depositary will redeem as of the same date the
number of depositary shares representing shares of preferred
stock so redeemed. If fewer than all the depositary shares are
to be redeemed, the depositary shares to be redeemed will be
selected by the depositary by lot or ratably or by any other
equitable method as the depositary may decide.
Voting Deposited Preferred Stock
Upon receipt of notice of any meeting at which the holders of
any series of deposited preferred stock are entitled to vote,
the depositary will mail the information contained in the notice
to the record holders of the depositary shares relating to that
series of preferred stock. Each record holder on the record date
will be entitled to instruct the depositary to vote the amount
of the preferred stock represented by that holders
depositary shares. The depositary will try to vote the amount of
preferred stock for which it has received instructions in
accordance with the instructions.
We will agree to take all actions that the depositary determines
are necessary to enable it to vote as instructed. The depositary
will abstain from voting shares of any series of preferred stock
held by it for which it does not receive specific instructions
from the holders of depositary shares representing the preferred
shares.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares
and any provision of the deposit agreement may at any time be
amended by agreement between us and the depositary. However, any
amendment that materially and adversely alters any existing
right of the holders of depositary shares will not be effective
unless the amendment has been approved by the holders of at
least a majority in aggregate principal amount of the shares at
the time outstanding which are affected by the amendment
thereto. Every holder of an outstanding depositary receipt at
the time any such amendment becomes effective shall be
21
deemed, by continuing to hold such depositary receipt, to
consent and agree to such amendment and to be bound by the
amended deposit agreement. The deposit agreement will be
terminated if:
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all outstanding depositary shares have been redeemed, converted
or exchanged; or |
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a final distribution in respect of the preferred stock has been
made to the holders of depositary shares in connection with our
liquidation, dissolution or winding up. |
Charges of Depositary; Taxes and Other Governmental
Charges
We will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary
arrangements. We also will pay charges of the depositary in
connection with the initial deposit of preferred stock and any
redemption of preferred stock. Holders of depositary receipts
will pay other transfer and other taxes and governmental charges
and such other charges, including a fee for the withdrawal of
shares of preferred stock upon surrender of depositary receipts,
as are expressly provided in the deposit agreement to be for
their accounts.
Prospective purchasers of depositary shares should be aware that
special tax, accounting and other issues may be applicable to
depositary shares.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering to us notice
of its intent to do so, and we may at any time remove the
depositary. The resignation or removal will take effect upon the
appointment of a successor depositary and its acceptance of the
appointment. Such successor depositary must be appointed within
60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and
surplus of at least $50,000,000.
Miscellaneous
The depositary will forward all reports and communications from
us which are delivered to the preferred stock depositary and
which we are required to furnish to the holders of the deposited
preferred stock.
Neither we nor the depositary will be liable if we or the
depositary is prevented or delayed by law or any circumstances
beyond our or its control in performing our or its obligations
under the deposit agreement. Our obligations and the obligations
of the depositary under the deposit agreement will be limited to
performance in good faith of the duties thereunder and neither
we or the depositary will be obligated to prosecute or defend
any legal proceeding in respect of any depositary shares,
depositary receipts or shares of preferred stock unless
satisfactory indemnity is furnished. In performing our
obligations, we and the depositary may rely upon written advice
of counsel or accountants, or upon information provided by
holders of depositary receipts or other persons believed to be
competent and on documents believed to be genuine.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus from time
to time in one or more transactions, using the following methods:
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directly to one or more purchasers; |
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to or through underwriters or dealers; |
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through agents; or |
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through a combination of any of these methods. |
In addition, we may enter into derivative or hedging
transactions with third parties. These third parties may in turn
engage in sales of securities pursuant to this prospectus and
applicable prospectus supplement in order to hedge their
position and use the securities to close out any loan of
securities or short position created in connection with those
sales. We may also loan or pledge the securities covered by this
prospectus and
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applicable prospectus supplement to third parties, who may sell
the loaned securities or, in an event of default in the case of
a pledge, sell the pledged securities pursuant to this
prospectus and the applicable prospectus supplement.
A prospectus supplement will describe the manner and terms of an
offering of securities, including:
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the terms of the offering; |
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the purchase price of the securities; |
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the net proceeds from the offering; |
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whether the offering is being made to or through underwriters,
dealers or agents; |
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the names of any underwriters, dealers or agents; |
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the offering price or purchase price of the securities and the
net proceeds to be received by us; |
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any delayed delivery arrangements; |
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any underwriting discounts, discounts or concessions to dealers
or agency fees and any other items that may be deemed to
constitute underwriters, dealers or agents
compensation; and |
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any securities exchange or quotation system on which the
securities may be listed or quoted. |
Sale through Underwriters or Dealers
If underwriters are used in the sale, the underwriters will
acquire the securities for their own account. The underwriters
may resell the securities from time to time in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the
time of sale. Underwriters may offer securities to the public
either through underwriting syndicates represented by one or
more managing underwriters or directly by one or more firms
acting as underwriters. Unless we inform you otherwise in the
prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions,
and the underwriters will be obligated to purchase all the
offered securities if they purchase any of them. The
underwriters may change from time to time any initial public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers.
If dealers are used in the sale of securities, we will sell the
securities to them as principals. They may then resell those
securities to the public at varying prices or at a fixed
offering price determined by the dealers at the time of resale.
We will include in the prospectus supplement the names of the
dealers and the terms of the transaction.
Direct Sales and Sales through Agents
We may sell the securities directly. In this case, no
underwriters or agents would be involved. We may also sell the
securities through agents designated from time to time. In the
prospectus supplement, we will name any agent involved in the
offer or sale of the offered securities and describe any
commissions payable to the agent. Unless we inform you otherwise
in the prospectus supplement, any agent will agree to use its
reasonable best efforts to solicit purchases for the period of
its appointment.
We may sell the securities directly to institutional investors
or others who may be deemed to be underwriters within the
meaning of the Securities Act of 1933 with respect to any sale
of those securities. We will describe the terms of any such
sales in the prospectus supplement.
Delayed Delivery Contracts
If we so indicate in the prospectus supplement, we may authorize
agents, underwriters or dealers to solicit offers from certain
types of institutions to purchase securities from us at the
public offering price under delayed delivery contracts. These
contracts would provide for payment and delivery on a specified
date in the
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future. The contracts would be subject only to those conditions
described in the prospectus supplement. The prospectus
supplement will describe the commission payable for solicitation
of those contracts.
General Information
We may have agreements with the agents, dealers and underwriters
to indemnify them against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribute
with respect to payments that the agents, dealers or
underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or
perform services for us in the ordinary course of their
businesses.
During and after an offering through underwriters, the
underwriters may purchase and sell the securities in the open
market. These transactions may include overallotment and
stabilizing transactions and purchases to cover syndicate short
positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that
selling concessions allowed to syndicate members or other
broker-dealers for the offered securities sold for their account
may be reclaimed by the syndicate if the offered securities are
repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or
otherwise affect the market price of the offered securities,
which may be higher than the price that might otherwise prevail
in the open market. If commenced, the underwriters may
discontinue these activities at any time.
Some or all of the securities that we offer through this
prospectus may be new issues of securities with no established
trading market. Any underwriters to whom we sell our securities
for public offering and sale may make a market in those
securities, but they will not be obligated to and may
discontinue any market making at any time without notice.
Accordingly, we cannot assure you of the liquidity of, or
continued trading markets for, any securities that we offer.
The underwriters, dealers and agents and their affiliates may be
customers of, engage in transactions with or perform services
for, us and our affiliates in the ordinary course of business.
LEGAL MATTERS
The validity of the common stock, preferred stock, debt
securities, warrants and depositary shares will be passed on for
us by Bryan Cave LLP, Phoenix, Arizona.
EXPERTS
The consolidated financial statements of Mobile Mini, Inc.
incorporated by reference in Mobile Mini, Inc.s Annual
Report (Form 10-K)
for the year ended December 31, 2004 including the schedule
appearing therein, and Mobile Mini, Inc. managements
assessment of the effectiveness of internal control over
financial reporting as of December 31, 2004 included
therein, have been audited by Ernst & Young LLP,
independent registered public accounting firm, as set forth in
its reports thereon, included and incorporated by reference
therein, and incorporated herein by reference. Such financial
statements and managements assessment are, and audited
financial statements and managements assessments of the
effectiveness of internal control over financial reporting to be
included in subsequently filed documents will be, incorporated
herein in reliance upon the reports of Ernst & Young
LLP pertaining to such financial statements and
managements assessments (to the extent covered by consents
filed with the Securities and Exchange Commission) given on the
authority of such firm as experts in accounting and auditing.
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TABLE OF CONTENTS
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Prospectus Supplement
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Prospectus
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4,000,000 shares
Common Stock
Joint Book-Running Managers
CIBC World Markets
Deutsche Bank Securities
Co-Managers
Needham & Company, LLC
Americas Growth Capital LLC
Prospectus Supplement
March 24, 2006