SEC Comment Letter 0000000000-24-006389 to WillScot Holdings Corp (WSC) (CIK 0001647088) (WSC)
WillScot Holdings Corp (WSC) (CIK 0001647088)
Date: June 4, 2024 · CIK: 0001647088 · Accession: 0000000000-24-006389
AI Filing Summary & Sentiment
File numbers found in text: 333-278544
Letter
United States securities and exchange commission logo June 4, 2024 Hezron Lopez Executive Vice President WillScot Mobile Mini Holdings Corp. 4646 E. Van Buren Street, Suite 400 Phoenix, Arizona 85008 Re:WillScot Mobile Mini Holdings Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed May 20, 2024 File No. 333-278544 Dear Hezron Lopez: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 30, 2024 letter. Amendment No. 2 to Registration Statement on Form S-4 filed May 20, 2024 Exhibit 5.1 Opinion of Allen Overy Shearman Sterling US LLP regarding the validity of WillScot Mobile Mini Common Stock being registered 1.Please have legal counsel revise its opinion to permit reliance on the opinion by investors. In this regard, we note the limitation on reliance contained in the final paragraph of the opinion. For guidance, please refer to Section II.B.3.d of Staff Legal Bulletin No. 19 (October 14, 2011), which is available on our website. Exhibit 8.1 Opinion of Allen Overy Shearman Sterling US LLP as to certain tax matters Exhibit 8.2 Opinion of Morrison & Foerster LLP as to certain tax matters 2.Please have each legal counsel revise its opinion to state that the relevant tax disclosure in the prospectus is the opinion of counsel. For guidance, please refer to Sections III.B.2 and II.C.2 of Staff Legal Bulletin No. 19.
FirstName LastNameHezron Lopez Comapany NameWillScot Mobile Mini Holdings Corp. June 4, 2024 Page 2 FirstName LastName Hezron Lopez WillScot Mobile Mini Holdings Corp. June 4, 2024 Page 2 Please contact Jenna Hough at 202-551-3063 or Dietrich King at 202-551-8071 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Jeffrey J. Pellegrino
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United States securities and exchange commission logo
June 4, 2024
Hezron Lopez
Executive Vice President
WillScot Mobile Mini Holdings Corp.
4646 E. Van Buren Street, Suite 400
Phoenix, Arizona 85008
Re:WillScot Mobile Mini Holdings Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed May 20, 2024
File No. 333-278544
Dear Hezron Lopez:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 30, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed May 20, 2024
Exhibit 5.1 Opinion of Allen Overy Shearman Sterling US LLP regarding the validity of
WillScot Mobile Mini Common Stock being registered
1.Please have legal counsel revise its opinion to permit reliance on the opinion by investors.
In this regard, we note the limitation on reliance contained in the final paragraph of the
opinion. For guidance, please refer to Section II.B.3.d of Staff Legal Bulletin No. 19
(October 14, 2011), which is available on our website.
Exhibit 8.1 Opinion of Allen Overy Shearman Sterling US LLP as to certain tax matters
Exhibit 8.2 Opinion of Morrison & Foerster LLP as to certain tax matters
2.Please have each legal counsel revise its opinion to state that the relevant tax disclosure in
the prospectus is the opinion of counsel. For guidance, please refer to Sections III.B.2 and
II.C.2 of Staff Legal Bulletin No. 19.
FirstName LastNameHezron Lopez
Comapany NameWillScot Mobile Mini Holdings Corp.
June 4, 2024 Page 2
FirstName LastName
Hezron Lopez
WillScot Mobile Mini Holdings Corp.
June 4, 2024
Page 2
Please contact Jenna Hough at 202-551-3063 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jeffrey J. Pellegrino