UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
February 22, 2008
MOBILE MINI, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-12804
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86-0748362 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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7420 South Kyrene Road, Suite 101, Tempe, Arizona
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85283 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (480) 894-6311
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
The Merger Agreement
On February 22, 2008, Mobile Mini, Inc., a Delaware corporation (Mobile Mini or the
Company) announced that it had entered into an Agreement and Plan of Merger, dated as of February
22, 2008 (the Merger Agreement), with Cactus Merger Sub, Inc., a Delaware corporation and a
direct wholly-owned subsidiary of the Company (the Merger Sub), MSG WC Holdings Corp., a Delaware
corporation (the Target) and Welsh, Carson, Anderson & Stowe X, L.P. (Target Stockholder
Representative).
Pursuant
to the transactions under the Merger Agreement (the
Transaction), Mobile Mini will assume approximately $535.0 million of the
Targets outstanding indebtedness (the Assumed Debt) and will acquire all
outstanding shares of capital stock of the Target for $12.5
million in cash and shares of newly issued Mobile Mini convertible preferred stock with a
liquidation preference of $154.0 million, subject to certain
post-closing adjustments. The convertible preferred stock will be convertible into
approximately 8.55 million shares of Mobile Minis common
stock, representing a fully diluted ownership in
Mobile Mini of approximately 19.8%. The preferred stock will
be manditorily convertible into Mobile Mini common stock if, after
the first anniversary of the
issuance of the preferred stock, Mobile Minis common stock
trades above $23.00 per share for a period of 30 consecutive days.
The preferred stock will not have any cash or payment-in-kind
dividends (unless and until a dividend is paid with respect to the
common stock, in which case dividends will be paid on an equal basis
with the common stock, on an as-converted basis), will not impose any
covenants upon Mobile Mini, and will include a holder optional
redemption feature following the tenth anniversary after the issue
date at the request of a majority of the holders of the preferred
stock. The Assumed Debt
includes $200.0 million in aggregate principal amount of the
93/4% Senior Notes due 2014 (the
Notes) issued by Mobile Services Group, Inc. and Mobile
Storage Group, Inc., which will remain outstanding after the closing
of the Transaction. The Transaction will not constitute a change of
control event under the indenture governing the Notes. Other than the
Notes and certain capitalized lease obligations, Mobile Mini intends
to refinance the remaining Assumed Debt at the closing of the
Transaction with cash on hand and/or a portion of the proceeds from
Mobile Minis expected $1.0 billion asset-based revolving
credit facility.
The Target and the Company have each made representations and warranties to each other in the
Merger Agreement. The Company has made certain covenants in the Merger Agreement, including (a) that it will use its commercially reasonable
efforts to obtain debt financing to fund the transactions contemplated by the Merger Agreement, and
(b) that it will cause a stockholder meeting to be held to
consider approval of the Transaction and the
issuance of the preferred stock contemplated by the Merger Agreement. In addition, the Target has
made certain covenants in the Merger Agreement, including (a) to conduct its business in the ordinary course between the execution of the
Merger Agreement and the closing of the Transaction, (b) not to solicit proposals relating to
alternative business combination transactions, and (c) to use commercially reasonable efforts to
assist the Company in connection with the arrangement of its debt
financing for the Transaction. Each of the Company and the Target have agreed to indemnify the other and
certain of their respective related parties for certain breaches of the representations and
warranties in the Merger Agreement, up to a maximum aggregate amount of $30.0 million, subject to
certain minimum claim requirements.
Completion
of the Transaction is subject to various conditions, including, among others,
(a) approval of the holders of a majority of the outstanding shares of the Company common stock,,
(b) subject to certain exceptions, the accuracy of the representations and warranties of the
Company and the Target, as applicable, and compliance by the Company and the Target with their
respective obligations and covenants under the Merger Agreement, (c) the expiration or termination of the waiting
periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976
and certain other regulatory approvals and (d) the Companys receipt
of its debt financing for the transaction.
The Merger Agreement contains certain termination rights for both the Company and
the Target, and further provides that, upon termination of the Merger Agreement under specified
circumstances, the Company may be required to reimburse the Target for all reasonable, documented
out-of-pocket costs and expenses of Target incurred in connection with the negotiation and
execution of the Merger Agreement and the evaluation of the
transactions contemplated thereby up to a maximum of $3.0 million.
The
foregoing description of the Merger Agreement is a summary and is
qualified in its entirety by reference to the Merger Agreement, which
is attached as Exhibit 2.1 hereto and is incorporated herein by
reference. The Merger Agreement has been attached to provide
investors with information regarding its terms. The terms and
information in the agreement and plan of merger should not be relied
on as disclosure about the Company or the Target without
consideration of the periodic and current reports and statements that
the Company and the Target file with the SEC. The terms of the Merger
Agreement (such as the representations and warranties) govern the
contractual rights and relationships, and allocate risks, among the
parties in relation to the merger. In particular, the representations
and warranties made by the parties to each other in the Merger
Agreement have been negotiated among the parties with the principal
purpose of setting forth their respective rights with respect to
their obligation to close the merger should events or circumstances
change or be different from those stated in the representations and
warranties. Matters may change from the state of affairs contemplated
by the representations and warranties. None of the Company or the
Target undertakes any obligation to publicly release any revisions to
these representations and warranties, except as required under
U.S. federal or other applicable securities laws.
A copy of the Companys press release announcing the signing of the Merger Agreement is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
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Important Legal Information
This filing is being made in respect of the proposed merger transaction involving the Company
and the Target and may be deemed to be soliciting material relating to the proposed transaction. In
connection with the proposed transaction, the Company will file a proxy statement relating to a
special meeting of its stockholders and other relevant documents concerning the proposed
transaction with the Securities and Exchange Commission. Before making any voting or investment
decisions, Stockholders of the Company are urged to read the proxy statement regarding the proposed
transaction and any other relevant documents carefully in their entirety when they become available
because they will contain important information about the proposed transaction. The definitive
proxy statement will be mailed to the Companys stockholders. Stockholders of the Company will be
able to obtain a free copy of the proxy statement, as well as other filings containing information
about the Company without charge, at the Securities and Exchange Commissions Internet site
(http://www.sec.gov). Copies of the proxy statement and the filings with the Securities and
Exchange Commission that will be incorporated by reference in the proxy statement can also be
obtained, when available, without charge, by directing a request to Mobile Mini, Inc. 7420 South
Kyrene Road, Suite 101, Tempe, AZ 85283 Attention: Investor Relations.
Participants in the Solicitation
The Company and its respective directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding the Companys directors and executive officers is available in the Companys
notice of annual meeting and proxy statement for its most recent annual meeting and the Companys
Annual Report on Form 10-K for the year ended December 31, 2006, which was filed with the
Securities and Exchange Commission on March 1, 2007 and April 30, 2007, respectively. Other
information regarding the participants in the solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the Securities and Exchange Commission when they become
available.
Item 9.01 Financial Statements and Exhibits
(c)
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2.1
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Agreement and Plan of Merger, dated
as of February 22, 2008, among Mobile Mini, Inc., Cactus Merger Sub,
Inc., MSG WC Holdings
Corp. and Welsh, Carson, Anderson & Stowe X, L.P. |
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99.1
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Press Release dated February 22, 2008 |
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