McGrath RentCorp (MGRC) Proxy Filing summary

Executive summary

• WillScot Mobile Mini Holdings Corp. and McGrath RentCorp entered into a Merger Agreement on January 28, 2024, involving two-step mergers resulting in McGrath becoming a wholly owned subsidiary of WillScot Mobile Mini.

• McGrath shareholders will receive either $123.00 in cash or 2.8211 shares of WillScot Mobile Mini Common Stock per McGrath share, with 60% of shares converted to cash and 40% to stock.

• The transaction values McGrath at an enterprise value of $3.8 billion, representing a 10.1% premium to its closing price on January 26, 2024.

• The merger is subject to shareholder approval, regulatory clearance, and other customary closing conditions, with completion expected in 2024.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the Merger Agreement, (2) a non-binding advisory vote on compensation for named executive officers in connection with the merger, and (3) adjournment of the special meeting if more votes are needed.

• The board unanimously recommends voting FOR all proposals.

• Approval of the merger requires a majority of outstanding shares; abstentions and non-votes count as votes against.

• Dissenting shareholders have appraisal rights under California law.

Board of directors and corporate governance

• The McGrath board formed a transaction committee to evaluate offers and negotiate terms, engaging Goldman Sachs as financial advisor.

• The board considered multiple offers and strategic alternatives, ultimately determining the WillScot Mobile Mini transaction was in shareholders' best interests.

• The board's recommendation is based on financial, strategic, and procedural factors, including fairness opinions and regulatory considerations.