WillScot Holdings CorpWSC
WillScot Holdings Corp Debt Disclosure
Debt
The carrying value of debt outstanding at December 31 consisted of the following:
| (in thousands, except rates) | Interest rate | Year of maturity | 2025 | 2024 | |||||||||||||||||||
| 2025 Secured Notes | 6.125% | 2025 | $ | — | $ | 525,283 | |||||||||||||||||
| ABL Facility | Varies | 2030 | 1,491,267 | 1,556,651 | |||||||||||||||||||
| 2028 Secured Notes | 4.625% | 2028 | 496,718 | 495,582 | |||||||||||||||||||
| 2029 Secured Notes | 6.625% | 2029 | 493,803 | 492,467 | |||||||||||||||||||
| 2030 Secured Notes | 6.625% | 2030 | 494,180 | — | |||||||||||||||||||
| 2031 Secured Notes | 7.375% | 2031 | 445,342 | 494,329 | |||||||||||||||||||
| Varies | Varies | 166,858 | 143,788 | ||||||||||||||||||||
| Total debt | 3,588,168 | 3,708,100 | |||||||||||||||||||||
| Less: current portion of long-term debt | 31,094 | 24,598 | |||||||||||||||||||||
| Total long-term debt | $ | 3,557,074 | $ | 3,683,502 | |||||||||||||||||||
Maturities of debt, including finance leases, during the years subsequent to December 31, 2025 are as follows:
| (in thousands) | |||||
| 2026 | $ | 38,881 | |||
| 2027 | 35,470 | ||||
| 2028 | 537,951 | ||||
| 2029 | 530,072 | ||||
| 2030 | 2,032,188 | ||||
| Thereafter | 474,718 | ||||
| Total | $ | 3,649,280 | |||
The Company records debt issuance costs as offsets against the carrying value of the related debt. These debt costs will be amortized and included as part of interest expense over the remaining contractual terms of those debt instruments for each of the next five years as follows:
| (in thousands) | Debt issuance cost amortization | ||||
| 2026 | $ | 8,202 | |||
| 2027 | 8,520 | ||||
| 2028 | 8,382 | ||||
| 2029 | 6,730 | ||||
| 2030 | 4,132 | ||||
| Thereafter | 731 | ||||
| Total | $ | 36,697 | |||
Asset Based Lending Facility
Certain subsidiaries of the Company, including Williams Scotsman, Inc. ("WSI"), have an asset-based credit agreement that was amended on October 16, 2025 to, among other things, (i) extend the expiration date of the revolving credit facilities to October 16, 2030; (ii) reduce the interest rate spreads above (x) the Term Secured Overnight Financing Rate ("SOFR") - and Term Canadian Overnight Repo Rate Average ("CORRA")-based rates to no more than 137.5 basis points and (y) the base rate and Canadian Prime Rate to no more than 37.5 basis points; (iii) remove interest rate adjustments to the reference rates, (iv) remove Daily Simple CORRA, which was operative solely prior to the phase-in of Term CORRA, from the available interest rates; (v) reduce the aggregate principal amount of revolving credit facilities from $3.7 billion to $3.0 billion to reduce undrawn line fees; (vi) increase capacity available under the accordion feature from $750.0 million to $1.0 billion; and (vii) remove United Kingdom commitments and other United Kingdom-related provisions. The Company recorded a loss on extinguishment of debt of $3.4 million related to the amendment.
The agreement, as amended, provides for revolving credit facilities in the aggregate principal amount of up to $3.0 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $2.75 billion (the “US Facility”), (ii) a $250.0 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 or Canadian Dollars, and (iii) an accordion feature that permits the Company to increase the lenders' commitments in an aggregate amount not to exceed the greater of $1.0 billion 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 October 16, 2030.
The applicable margins for Term CORRA and Term SOFR loans is 1.375% and for base rate and Canadian Prime Rate loans is 0.375%, all of which are subject to one step down of 0.125% beginning in October 2026 based on the Company's excess availability from the prior quarter, and a second step down of 0.125% based on the Company's leverage. The ABL Facility requires the payment of a commitment fee on the unused available borrowings of 0.20% annually. As of December 31, 2025, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 4.97%. Refer to Note 12 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 December 31, 2025, the Line Cap was $2.9 billion and the Company had $1.4 billion of available borrowing capacity under the ABL Facility, including $1.2 billion under the US Facility and $180.0 million under the Multicurrency Facility. Borrowing capacity under the ABL Facility is made available for up to $200.0 million letters of credit and $250.0 million of swingline loans. At December 31, 2025, the available capacity was $173.6 million of letters of credit and $250.0 million of swingline loans. At December 31, 2025, letters of credit and bank guarantees carried fees of 1.5%. The Company had issued $26.4 million of standby letters of credit under the ABL Facility at December 31, 2025. The Company had approximately $1.5 billion outstanding principal under the ABL Facility at December 31, 2025. Debt issuance costs of $16.7 million and $19.0 million were included in the carrying value of the ABL Facility at December 31, 2025 and December 31, 2024, respectively.
The obligations of the US Facility borrowers are unconditionally guaranteed by WSI and each existing and subsequently acquired or organized direct or indirect wholly-owned US organized restricted subsidiary of WSI, other than excluded subsidiaries (together with WSI, the "US Guarantors"). The obligations of the Multicurrency Facility borrowers are unconditionally guaranteed by the US facility borrowers and the US Guarantors, and each existing and subsequently acquired or organized direct or indirect wholly-owned Canadian organized restricted subsidiary of the Company other than certain excluded subsidiaries.
Senior Secured Notes
On June 15, 2020, WSI completed a private offering of $650.0 million in aggregate principal amount of its 6.125% senior secured notes due 2025 (the "2025 Secured Notes") to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended, ("Rule 144A"), and to non-US persons outside the US in accordance with Regulation S under the Securities Act ("Regulation S"). The 2025 Secured Notes matured on June 15, 2025 and bore interest at a rate of 6.125% per annum. Interest was payable semi-annually on June 15 and December 15 of each year. In 2021, the Company redeemed $123.5 million of the 2025 Secured Notes. On March 27, 2025, the Company used the net proceeds from the offering of the 2030 Secured Notes (defined below), together with $33.0 million of additional borrowings under the ABL Facility, to (i) redeem all of WSI's outstanding 2025 Secured Notes at a redemption price equal to 100.00% of the principal amount of the 2025 Secured Notes outstanding, totaling $526.5 million, plus accrued and unpaid interest, and (ii) pay related fees and expenses.
On August 25, 2020, WSI completed a private offering of $500.0 million in aggregate principal amount of its 4.625% senior secured notes due 2028 (the "2028 Secured Notes") to qualified institutional buyers pursuant to Rule 144A and to non-US persons outside the US in accordance with Regulation S. The 2028 Secured Notes mature on August 15, 2028 and bear interest at a rate of 4.625% per annum. Interest is payable semi-annually on August 15 and February 15 of each year. Unamortized deferred financing costs pertaining to the 2028 Secured Notes were $3.3 million as of December 31, 2025.
On September 25, 2023, WSI completed a private offering of $500.0 million in aggregate principal amount of its 7.375% senior secured notes due 2031 (the "2031 Secured Notes") to qualified institutional buyers pursuant to Rule 144A and to non-US persons outside the US in accordance with Regulation S. The 2031 Secured Notes mature on October 1, 2031 and
bear interest at a rate of 7.375% per annum. Interest is payable semi-annually on April 1 and October 1 of each year. On November 18, 2025, the Company redeemed $50.0 million of the 2031 Secured Notes at a redemption price equal to 103% of the principal amount of the 2031 Secured Notes redeemed, totaling $51.5 million and recorded a loss on extinguishment of debt of $2.0 million. As of December 31, 2025, the aggregate principal amount outstanding for the 2031 Secured Notes was $450.0 million. Unamortized deferred financing costs pertaining to the 2031 Secured Notes were $4.7 million as of December 31, 2025.
On June 28, 2024, WSI completed a private offering of $500.0 million in aggregate principal amount of its 6.625% senior secured notes due 2029 (the "2029 Secured Notes") to qualified institutional buyers pursuant to Rule 144A and to non-US persons outside the US in accordance with Regulation S. The 2029 Secured Notes mature on June 15, 2029 and bear interest at a rate of 6.625% per annum. Interest is payable semi-annually on June 15 and December 15 of each year. Unamortized deferred financing costs pertaining to the 2029 Secured Notes were $6.2 million as of December 31, 2025.
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 and to non-US persons outside the US in accordance with Regulation S. 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 $5.8 million as of December 31, 2025.
2028 Secured Notes
The table below depicts the redemption price (expressed as a percentage of the principal amount) of the notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the date of redemption.
| Year | Redemption Price | ||||
| August 15, 2025 and thereafter | 100.000 | % | |||
2029 Secured Notes
The Company may redeem the 2029 Secured Notes at any time before June 15, 2026 at a redemption price equal to 100% of the principal amount thereof, plus a customary make whole premium for the notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date. Before June 15, 2026, the Company may redeem up to 40% of the aggregate principal amount of the 2029 Secured Notes at a price equal to 106.625% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date with the net proceeds of certain equity offerings. At any time prior to June 15, 2026, the Company may also redeem up to 10% of the aggregate principal amount at a redemption price equal to 103% of the principal amount of the 2029 Secured Notes being redeemed during each twelve-month period commencing with the issue date, plus accrued and unpaid interest, if any, to but not including the redemption date. The table below depicts the redemption prices (expressed as percentages of the principal amount) of the notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the date of redemption.
| Year | Redemption Price | ||||
| June 15, 2026 | 103.313 | % | |||
| June 15, 2027 | 101.656 | % | |||
| June 15, 2028 and thereafter | 100.000 | % | |||
2030 Secured Notes
The Company may redeem the 2030 Secured Notes at any time before April 15, 2027 at a redemption price equal to 100% of the principal amount thereof, plus a customary make whole premium for the notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date. Before April 15, 2027, the Company may redeem up to 40% of the aggregate principal amount of the 2029 Secured Notes at a price equal to 106.625% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date with the net proceeds of certain equity offerings. At any time prior to April 15, 2027, the Company may also redeem up to 10% of the aggregate principal amount at a redemption price equal to 103% of the principal amount of the 2030 Secured Notes being redeemed during each twelve-month period commencing with the issue date, plus accrued and unpaid interest, if any, to but not including the redemption date.
The table below depicts the redemption prices (expressed as percentages of the principal amount) of the notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the date of redemption.
| Year | Redemption Price | ||||
| April 15, 2027 | 103.313 | % | |||
| April 15, 2028 | 101.656 | % | |||
| April 15, 2029 and thereafter | 100.000 | % | |||
2031 Secured Notes
The table below depicts the redemption prices (expressed as percentages of the principal amount) of the notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the date of redemption.
| Year | Redemption Price | ||||
| October 1, 2026 | 103.688 | % | |||
| October 1, 2027 | 101.844 | % | |||
| October 1, 2028 and thereafter | 100.000 | % | |||
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), 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-related equipment. At December 31, 2025 and December 31, 2024, obligations under the finance leases were $166.9 million and $143.8 million, respectively.
Covenant Compliance
The Company was in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of December 31, 2025.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 20, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 15, 2019 | |
| 2017 | Mar 16, 2018 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.