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v3.25.2

Debt | 6 Months Ended
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Jun. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt The carrying value of debt outstanding at the respective balance sheet dates consisted of the following:
(in thousands, except rates) | Interest rate |  | Year of maturity |  | June 30, 2025 |  | December 31, 2024
2025 Secured Notes | 6.125% |  | 2025 |  | $ | — |  |  | $ | 525,283 |
ABL Facility | Varies |  | 2027 |  | 1,567,861 |  |  | 1,556,651 |
2028 Secured Notes | 4.625% |  | 2028 |  | 496,143 |  |  | 495,582 |
2029 Secured Notes | 6.625% |  | 2029 |  | 493,025 |  |  | 492,467 |
2030 Secured Notes | 6.625% |  | 2030 |  | 493,607 |  |  | — |
2031 Secured Notes | 7.375% |  | 2031 |  | 494,460 |  |  | 494,329 |
Finance Leases | Varies |  | Varies |  | 154,688 |  |  | 143,788 |
Total debt |  |  |  |  | 3,699,784 |  |  | 3,708,100 |
Less: current portion of long-term debt |  |  |  |  | 26,928 |  |  | 24,598 |
Total long-term debt |  |  |  |  | $ | 3,672,856 |  |  | $ | 3,683,502 |
Maturities of debt, including finance leases, during the periods subsequent to June 30, 2025 are as follows:
(in thousands) |
2025 (remaining) | $ | 20,011 |
2026 | 34,040 |
2027 | 1,612,794 |
2028 | 533,275 |
2029 | 525,396 |
Thereafter | 1,034,493 |
Total | $ | 3,760,009 |
Asset Backed Lending Facility On July 1, 2020, certain subsidiaries of the Company, including Williams Scotsman, Inc. ("WSI"), entered into an asset-based credit agreement. As amended on June 30, 2022, the agreement provides for revolving credit facilities in the aggregate principal amount of up to $3.7 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $3.3 billion (the “US Facility”), (ii) a $400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," and together with the US Facility, the "ABL Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros, and (iii) an accordion feature that permits the Company to increase the lenders' commitments in an aggregate amount not to exceed the greater of $750.0 million and the amount of suppressed availability (as defined in the ABL Facility), plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility, subject to the satisfaction of customary conditions including lender approval. The ABL Facility is scheduled to mature on June 30, 2027. The applicable margin for Canadian Bankers' Acceptance Rate, Term Secured Overnight Financing Rate ("SOFR"), British Pounds Sterling and Euro loans is 1.50%. In addition to the applicable margin, the facility includes a credit spread adjustment of 0.10%. The applicable margin for base rate and Canadian Prime Rate loans is 0.50%. The applicable margins are subject to one step down of 0.25% or one step up of 0.25% based on the Company's leverage ratio and excess availability from the prior quarter. The ABL Facility requires the payment of a commitment fee on the unused available borrowings of 0.20% annually. As of June 30, 2025, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 5.31%. Refer to Note 10 for a more detailed discussion on interest rate management. Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate revolver commitments and (ii) the borrowing base ("Line Cap"). At June 30, 2025, the Line Cap was $3.2 billion and the Company had $1.6 billion of available borrowing capacity under the ABL Facility, including $1.4 billion under the US Facility and $197.6 million under the Multicurrency Facility. Borrowing capacity under the ABL Facility is made available for up to $220.0 million of letters of credit and $220.0 million of swingline loans. At June 30, 2025, the available capacity was $193.5 million of letters of credit and $220.0 million of swingline loans. At June 30, 2025, letters of credit and bank guarantees carried fees of 1.625%. The Company had issued $26.5 million of standby letters of credit under the ABL Facility at June 30, 2025. The Company had approximately $1.6 billion of outstanding borrowings under the ABL Facility at June 30, 2025. Debt issuance costs of $14.1 million and $19.0 million were included in the carrying value of the ABL Facility at June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025, the Company had no outstanding principal borrowings on the Multicurrency Facility and $1.1 million of related debt issuance costs, which were recorded in other non-current assets on the condensed consolidated balance sheet. The ABL Facility and related guarantees are secured by a first priority security interest in substantially all of the assets of WSI and the Company’s other subsidiaries that are borrowers or guarantors under the ABL Facility, subject to customary exclusions. Senior Secured Notes On March 26, 2025, WSI completed a private offering of $500.0 million in aggregate principal amount of its 6.625% senior secured notes due 2030 (the "2030 Secured Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended and to non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act. The 2030 Secured Notes mature on April 15, 2030 and bear interest at a rate of 6.625% per annum. Interest is payable semi-annually on April 15 and October 15 of each year, beginning October 15, 2025. Unamortized deferred financing costs pertaining to the 2030 Secured Notes were $6.4 million as of June 30, 2025. On March 27, 2025, net proceeds from the offering of the 2030 Secured Notes, together with $33.0 million of additional borrowings under the ABL Facility, were used to (i) redeem all of WSI's outstanding 6.125% senior secured notes due 2025 (the "2025 Secured Notes") at a redemption price equal to 100.00% of the principal amount of the 2025 Notes outstanding, totaling $526.5 million, plus accrued and unpaid interest to, but excluding, the redemption date and (ii) pay related fees and expenses. The 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, and 2031 Secured Notes (collectively, “the Secured Notes”) are unconditionally guaranteed by certain subsidiaries of the Company (collectively, “the Note Guarantors”). WillScot is not a guarantor of the Secured Notes. The Note Guarantors are guarantors or borrowers under the ABL Facility. To the extent lenders under the ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor will also be released from obligations under the Secured Notes. The Secured Notes and related guarantees are secured by a second priority security interest in substantially the same assets of WSI and the Note Guarantors securing the ABL Facility. Upon the repayment of the 2028 Secured Notes, if the lien associated with the ABL Facility represents the only lien outstanding on the collateral under the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes (other than certain permitted liens), the collateral securing the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes will be released and the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes will become unsecured subject to satisfaction of customary conditions. Finance Leases The Company maintains finance leases primarily for transportation and branch operations-related equipment. At June 30, 2025 and December 31, 2024, obligations under the finance leases were $154.7 million and $143.8 million, respectively. Covenant Compliance The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of June 30, 2025.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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