EX-99.1
2
d176032dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
PRESS RELEASE
5700 Las Positas Road
Livermore, California
94551
925-606-9200
FOR RELEASE MAY 17, 2021
McGrath RentCorp Completes Acquisition of Design Space Modular Buildings
LIVERMORE, CA
- May 17, 2021 - McGrath RentCorp (the "Company") today announced it has completed its previously announced
acquisition of Design Space Modular Buildings PNW, LP ("Design Space"), for a cash purchase price of $260 million, subject to certain adjustments. Design Space is a leading modular building and portable storage provider in the Western
U.S. and its network of 15 branches and over 100 employees serves diverse end markets, including construction, government, education and commercial.
TRANSACTION HIGHLIGHTS:
•
Expands geographic coverage of McGrath RentCorp's Mobile Modular division across the Western U.S. with an
immediate addition of 15 established branches across 8 states.
•
Joins together Design Space's and Mobile Modular's shared commitment to superior customer service and
high fleet quality.
•
Positions for longer term revenue growth synergies from combined sales resources and new fleet capital
investments in growth markets.
•
Creates opportunities for operational cost savings from optimization of combined fleet in California.
•
The transaction is expected to be accretive to EPS and free cash flow upon close. McGrath RentCorp plans to
update its 2021 financial outlook to reflect the combined operations when it releases financial results for the quarter.
"Our
acquisition of Design Space is highly complementary to our modular building rental business", said Joe Hanna, President and CEO of McGrath RentCorp. "With the acquisition now completed, we will turn our collective energy to completing a
successful integration process. We look forward to building on Design Space's success and achieving future growth together. We are excited to start working with our new team members".
Co-owners
of Design Space, Paul McShane, CEO, and Tony Esernia, founder, commented, "We are extremely pleased to
see Design Space combine with McGrath RentCorp, an organization that shares our same operating philosophy and customer centric approach. Importantly, we are excited for our employees to have the opportunity to become part of this world-class
organization".
ADVISORS
Kirkland &
Ellis LLP acted as McGrath RentCorp's legal advisor in the transaction. Oppenheimer & Co., Inc. served as exclusive financial advisor to Design Space and Jackson Walker LLP acted as Design Space's legal advisor.
ABOUT MCGRATH RENTCORP
Founded in 1979, McGrath RentCorp
(Nasdaq: MGRC) is a diversified
business-to-business
rental company providing modular buildings, electronic test equipment, portable storage and tank containment
solutions across the United States and other select North American regions. The Company's rental operations consist of four divisions: Mobile Modular rents and sells modular buildings to fulfill customers' temporary and permanent
classroom and office space needs; TRS-RenTelco rents and sells electronic test equipment; Adler Tank Rentals rents and sells containment solutions for hazardous and nonhazardous liquids and solids; and Mobile Modular Portable Storage
provides portable storage rental solutions. For more information on the Company and its operating units, please visit our websites:
Corporate -
www.mgrc.com
Modular Buildings -
www.mobilemodular.com
Electronic Test Equipment -
www.trsrentelco.com
Tanks and Boxes -
www.adlertankrentals.com
Portable
Storage -
www.mobilemodularcontainers.com
School Facilities Manufacturing -
www.enviroplex.com
ABOUT DESIGN SPACE
Design Space -
www.designspacemodular.com
CONTACT:
Keith E. Pratt
EVP & Chief Financial Officer
925-606-9200
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual results to differ materially from
such forward-looking statements. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement, including any such statement concerning the
completion and anticipated benefits of the proposed transaction, can be guaranteed, and actual results may differ materially from those projected. Forward-looking statements are not historical facts, but rather are based on current expectations,
estimates, assumptions and projections about the business and future financial results of the equipment rental industries, and other legal, regulatory and economic developments. The Company and Design Space use words such as "anticipates,"
"believes", "plans", "expects", "projects", "future", "intends", "may", "will", "should", "could", "estimates", "predicts,"
"potential", "continue", "guidance" and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materially
from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the SEC reports filed by the Company, as well as the possibility that (1) the duration of the
COVID-19
pandemic, its economic impact, the extent and length of the
shelter-in
and other restrictions associated with
COVID-19
pandemic and its effect on the education and commercial markets in which the Company's modular building division operates; (2) problems may arise in successfully integrating the businesses of the Company and Design Space, including,
without limitation, problems associated with the potential loss of any key employees of Design Space; as well, the impact of the transaction or any adverse effects of the transaction on the Company's ability to maintain relationships with
customers, employees and suppliers, or the inherent risk associated with expanding into a new geographic is uncertain; (3) the transaction may involve unexpected costs, including, without limitation, the exposure to any unrecorded liabilities
or unidentified issues that the Company failed to discover during the due diligence investigation of Design Space or that are not covered by insurance, as well as potential unfavorable accounting treatment and unexpected increases in taxes;
(4) the industry may be subject to future risks that are described in the "Risk Factors" section of the Annual Reports on Form
10-K,
Quarterly Reports on Form
10-Q
and other documents filed from time to time with the SEC by the Company. Neither the Company nor Design Space give any assurance that they will achieve their expectations, and they do not assume any
responsibility for the accuracy and completeness of the forward-looking statements.
The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties that affect the businesses of the Company described in the "Risk Factors" section of the Annual Reports on Form
10-K,
Quarterly
Reports on Form
10-Q
and other documents filed from time to time with the SEC by the Company. This press release is not intended to be a recommendation to buy, sell or hold securities and does not constitute
an offer for the sale of, or the solicitation of an offer to buy securities in any jurisdiction, including the United States. Any such offer will only be made by means of a prospectus or offering memorandum, and in compliance with applicable
securities laws. These forward-looking statements speak only as of the date hereof. Neither the Company nor Design Space undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except as may be required by applicable securities laws.
Additional Information and Where to Find It
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The Annual Reports
on Form
10-K,
Quarterly Reports on Form
10-Q
and other documents filed by, or caused to be filed by, the Company with the SEC will be available at no charge on the
SEC's website at www.sec.gov. In addition, these materials may be obtained for free (when available) in the investor relations section of the Company's website at
https://investors.mgrc.com/financial-information/sec-filings.

EX - 99 . 1 2 d176032dex991 . htm EX - 99 . 1 EX - 99 . 1 Exhibit 99 . 1 PRESS RELEASE 5700 Las Positas Road Livermore , California 94551 925 - 606 - 9200 FOR RELEASE MAY 17 , 2021 McGrath RentCorp Completes Acquisition of Design Space Modular Buildings LIVERMORE , CA - May 17 , 2021 - McGrath RentCorp ( the " Company " ) today announced it has completed its previously announced acquisition of Design Space Modular Buildings PNW , LP ( " Design Space " ) , for a cash purchase price of $ 260 million , subject to certain adjustments . Design Space is a leading modular building and portable storage provider in the Western U . S . and its network of 15 branches and over 100 employees serves diverse end markets , including construction , government , education and commercial . TRANSACTION HIGHLIGHTS : • Expands geographic coverage of McGrath RentCorp 's Mobile Modular division across the Western U . S . with an immediate addition of 15 established branches across 8 states . • Joins together Design Space 's and Mobile Modular 's shared commitment to superior customer service and high fleet quality . • Positions for longer term revenue growth synergies from combined sales resources and new fleet capital investments in growth markets . • Creates opportunities for operational cost savings from optimization of combined fleet in California . • The transaction is expected to be accretive to EPS and free cash flow upon close . McGrath RentCorp plans to update its 2021 financial outlook to reflect the combined operations when it releases financial results for the quarter . " Our acquisition of Design Space is highly complementary to our modular building rental business " , said Joe Hanna , President and CEO of McGrath RentCorp . " With the acquisition now completed , we will turn our collective energy to completing a successful integration process . We look forward to building on Design Space 's success and achieving future growth together . We are excited to start working with our new team members " . Co - owners of Design Space , Paul McShane , CEO , and Tony Esernia , founder , commented , " We are extremely pleased to see Design Space combine with McGrath RentCorp , an organization that shares our same operating philosophy and customer centric approach . Importantly , we are excited for our employees to have the opportunity to become part of this world - class organization " . ADVISORS Kirkland & Ellis LLP acted as McGrath RentCorp 's legal advisor in the transaction . Oppenheimer & Co . , Inc . served as exclusive financial advisor to Design Space and Jackson Walker LLP acted as Design Space 's legal advisor . ABOUT MCGRATH RENTCORP Founded in 1979 , McGrath RentCorp ( Nasdaq : MGRC ) is a diversified business - to - business rental company providing modular buildings , electronic test equipment , portable storage and tank containment solutions across the United States and other select North American regions . The Company 's rental operations consist of four divisions : Mobile Modular rents and sells modular buildings to fulfill customers ' temporary and permanent classroom and office space needs ; TRS - RenTelco rents and sells electronic test equipment ; Adler Tank Rentals rents and sells containment solutions for hazardous and non hazardous liquids and solids ; and Mobile Modular Portable Storage provides portable storage rental solutions . For more information on the Company and its operating units , please visit our websites : Corporate - www.mgrc.com Modular Buildings - www.mobilemodular.com Electronic Test Equipment - www.trsrentelco.com Tanks and Boxes - www.adlertankrentals.com Portable Storage - www.mobilemodularcontainers.com School Facilities Manufacturing - www.enviroplex.com ABOUT DESIGN SPACE Design Space - www.designspacemodular.com CONTACT : Keith E . Pratt EVP & Chief Financial Officer 925 - 606 - 9200 Cautionary Statement Regarding Forward - Looking Statements This press release contains forward - looking statements within the meaning of Section 27A of the Securities Act , Section 21E of the Securities Exchange Act of 1934 , as amended , and the Private Securities Litigation Reform Act of 1995 , known as the PSLRA . Forward - looking statements involve significant risks and uncertainties that may cause actual results to differ materially from such forward - looking statements . These statements are based on current plans , estimates and projections , and , therefore , you should not place undue reliance on them . No forward - looking statement , including any such statement concerning the completion and anticipated benefits of the proposed transaction , can be guaranteed , and actual results may differ materially from those projected . Forward - looking statements are not historical facts , but rather are based on current expectations , estimates , assumptions and projections about the business and future financial results of the equipment rental industries , and other legal , regulatory and economic developments . The Company and Design Space use words such as " anticipates , " " believes " , " plans " , " expects " , " projects " , " future " , " intends " , " may " , " will " , " should " , " could " , " estimates " , " predicts , " " potential " , " continue " , " guidance " and similar expressions to identify these forward - looking statements that are intended to be covered by the safe harbor provisions of the PSLRA . Actual results could differ materially from the results contemplated by these forward - looking statements due to a number of factors , including , but not limited to , those described in the SEC reports filed by the Company , as well as the possibility that ( 1 ) the duration of the COVID - 19 pandemic , its economic impact , the extent and length of the shelter - in and other restrictions associated with COVID - 19 pandemic and its effect on the education and commercial markets in which the Company 's modular building division operates ; ( 2 ) problems may arise in successfully integrating the businesses of the Company and Design Space , including , without limitation , problems associated with the potential loss of any key employees of Design Space ; as well , the impact of the transaction or any adverse effects of the transaction on the Company 's ability to maintain relationships with customers , employees and suppliers , or the inherent risk associated with expanding into a new geographic is uncertain ; ( 3 ) the transaction may involve unexpected costs , including , without limitation , the exposure to any unrecorded liabilities or unidentified issues that the Company failed to discover during the due diligence investigation of Design Space or that are not covered by insurance , as well as potential unfavorable accounting treatment and unexpected increases in taxes ; ( 4 ) the industry may be subject to future risks that are described in the " Risk Factors " section of the Annual Reports on Form 10 - K , Quarterly Reports on Form 10 - Q and other documents filed from time to time with the SEC by the Company . Neither the Company nor Design Space give any assurance that they will achieve their expectations , and they do not assume any responsibility for the accuracy and completeness of the forward - looking statements . The foregoing list of factors is not exhaustive . You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of the Company described in the " Risk Factors " section of the Annual Reports on Form 10 - K , Quarterly Reports on Form 10 - Q and other documents filed from time to time with the SEC by the Company . This press release is not intended to be a recommendation to buy , sell or hold securities and does not constitute an offer for the sale of , or the solicitation of an offer to buy securities in any jurisdiction , including the United States . Any such offer will only be made by means of a prospectus or offering memorandum , and in compliance with applicable securities laws . These forward - looking statements speak only as of the date hereof . Neither the Company nor Design Space undertake any obligation to publicly update or revise any forward - looking statement , whether as a result of new information , future events or otherwise , except as may be required by applicable securities laws . Additional Information and Where to Find It This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities . The Annual Reports on Form 10 - K , Quarterly Reports on Form 10 - Q and other documents filed by , or caused to be filed by , the Company with the SEC will be available at no charge on the SEC 's website at www.sec.gov . In addition , these materials may be obtained for free ( when available ) in the investor relations section of the Company 's website at https://investors.mgrc.com/financial-information/sec-filings .