DOUBLE EAGLE ACQUISITION CORP. (NASDAQ:EAGL) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure.
As previously announced, on August21, 2017, Double Eagle Acquisition Corp. (the “Company”) entered into a Stock Purchase Agreement with Williams Scotsman Holdings Corp., a wholly-owned subsidiary of the Company (the “Holdco Acquiror”), Algeco Scotsman Global S.à r.l. and Algeco Scotsman Holdings KFT, to which the Holdco Acquiror will, subject to the terms and conditions contained therein, acquire all of the issued and outstanding shares of common stock of Williams Scotsman International,Inc. (“Williams Scotsman”) (the transactions contemplated by the Stock Purchase Agreement, the “Business Combination”).
In connection with the Business Combination, Williams Scotsman will offer (the “private notes offering”) $300 million aggregate principal amount of senior secured notes due 2022 (the “Notes”). The proceeds of the offering will be used, together with funds from other sources, to: (i)fund the Business Combination, (ii)prepay certain Williams Scotsman existing third-party and intercompany indebtedness, (iii)pay fees and expenses incurred in connection with the Business Combination and (iv)provide cash for the combined company’s balance sheet. The Notes have not been registered under Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
In a preliminary offering memorandum dated November15, 2017 (the “Williams Scotsman Preliminary Offering Memorandum”), distributed to prospective investors in connection with the proposed private notes offering, Williams Scotsman disclosed certain information to prospective investors, which updates prior disclosures of the Company. The Company is furnishing herewith such information, excerpted from the Williams Scotsman Preliminary Offering Memorandum, as Exhibit99.1 to this Current Report on Form8-K and incorporated by reference in this Item 7.01.
This Current Report on Form8-K does not constitute an offer to sell or a solicitation of an offer to buy the Notes. The Notes have not been registered under Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The information furnished to this Current Report on Form8-K, including the exhibit hereto, shall not be considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
Additional Information about the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company filed a registration statement on FormS-4 (File No.333-220356) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a proxy statement/prospectus, that is both the proxy statement distributed to holders of the Company’s ordinary shares in connection with the Company’s solicitation of proxies for the vote by the Company’s shareholders with respect to the Business Combination and other matters described in the Registration Statement, as well as the prospectus relating to the offer and sale of certain of the securities to be issued in the Business Combination. The Registration Statement was declared effective by the SEC on November7, 2017 and the definitive proxy statement/prospectus and other relevant documents were mailed to the Company’s shareholders as of October30, 2017, the record date for the Company’s extraordinary general meeting to be held on November16, 2017 in connection with the Business Combination.The Company’s shareholders and other interested persons are advised to read the definitive proxy statement/prospectus included in the Registration Statement as these materials contain important information about Williams Scotsman, the Company and the Business Combination.Shareholders may also obtain copies of the proxy statement/prospectus and other documents filed with the SEC, without charge, at the SEC’s web site atwww.sec.gov, or by directing a request to: Morrow Sodali LLC, 470 West Avenue, 3rd Floor, Stamford, CT 06902, or by phone at (800) 662-5200 or email at [email protected].
Participants in the Solicitation
The Company and Williams Scotsman and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed Business Combination under the rulesof the SEC. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s definitive proxy statement/prospectus included in the Registration Statement, which is available free of charge from the sources indicated above.
