WillScot Holdings Corporation
4646 E. Van Buren Street, Suite 400
Phoenix, Arizona 85008
September 19, 2024
United States Securities and Exchange Commission
Division
of Corporation Finance
100 F Street, NE
Washington, D.C.
20549
Attn: Jenna Hough
Dietrich King
| Re: |
Request for Withdrawal of WillScot Holdings Corporation Registration Statement on Form S-4 |
Filed April 8, 2024, as amended
File No. 333-278544
Dear Ms. Hough and Mr. King:
Pursuant to Rule 477
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), WillScot Holdings Corporation, a Delaware corporation (the “Company”), hereby respectfully requests that the U.S. Securities and Exchange Commission
(the “Commission”), consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Company’s Registration Statement on Form S-4 (File No. 333-278544), together with all exhibits thereto, initially filed with the Commission on April 8, 2024 and amended on May 6, 2024, May 20, 2024 and June 5, 2024 (the “Registration
Statement”).
The Registration Statement was initially filed with respect to the proposed issuance of shares of common stock, par value $0.0001 per
share, of the Company (the “Company Common Shares”) in connection with the Agreement and Plan of Merger, dated as of January 28, 2024 (the “Merger Agreement”), by and among the Company, Brunello Merger Sub I, Inc., a
California corporation and a direct, wholly owned subsidiary of the Company, Brunello Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company, and McGrath RentCorp, a California corporation
(“McGrath”). On September 17, 2024, as reported on a Current Report on Form 8-K filed by the Company with the Commission on September 18, 2024, the Company and McGrath terminated the Merger
Agreement pursuant to a termination agreement. Consequently, the Company will not proceed with the proposed offering of Company Common Shares contemplated by the Merger Agreement and the Registration Statement. Because the proposed offering will not
occur, the Company believes that the withdrawal of the Registration Statement is consistent with the public interest and protection of investors as contemplated by paragraph (a) of Rule 477 under the Securities Act.
No shares of the Company Common Stock have been or will be sold pursuant to the Registration Statement. Accordingly, the Company hereby respectfully requests
that the withdrawal of the Registration Statement be effective as of the date hereof or at the earliest practicable date hereafter and requests that a written order granting the withdrawal of the Registration Statement and all exhibits and
amendments thereto be issued by the Commission as soon as reasonably practicable.