Filing Summary
Issuer identity warning: The supplied filing is for Double Eagle Acquisition Corp., not WillScot Holdings Corp. The filing describes a newly formed blank-check company and does not report WillScot operating results. Confirm the issuer and filing before relying on this summary.
Business context and reporting period
This unaudited Form 10-Q covers the quarter ended September 30, 2015. Double Eagle was incorporated in June 2015 to pursue a business combination; it had not selected a target and had not begun operating or generated significant revenue. Its initial target focus was media and entertainment, though it could pursue other sectors.
Financial results and position
| Metric | Reported amount |
|---|---|
| Revenue | None reported |
| Net loss, three months ended September 30, 2015 | $9,793 |
| Net loss, inception through September 30, 2015 | $14,793 |
| Operating loss, three months / inception to date | $10,889 / $15,889 |
| Cash outside trust at September 30, 2015 | $1.75 million |
| Trust account | $500.001 million |
| Total assets | $501.751 million |
| Current liabilities | $785,878 |
| Deferred underwriting compensation | $19.5 million, payable only if a business combination is completed |
| Total shareholders’ equity | $5.0 million |
| Cash flow, inception to date | $1,096 provided by operations; $500.001 million used in investing; $501.75 million provided by financing |
There is no meaningful prior comparable operating period: the company was formed in June 2015. The $500 million IPO closed September 16, 2015; 47.65 million public shares were classified outside permanent equity as redeemable. The filing reports no debt, but does disclose the deferred underwriting obligation and an administrative-services arrangement capped at $15,000 per month when applicable.
Outlook, risks, and unusual items
- The company had 24 months from the IPO closing to complete a business combination; otherwise, it generally must redeem public shares from the trust and liquidate.
- Management said acquisition-search and due-diligence costs would continue and could be significant. It might seek working-capital loans or additional debt or equity financing; affiliates and insiders were not obligated to lend.
- Public shareholders could redeem shares in connection with a transaction, subject to a minimum net tangible assets threshold of $5,000,001. A significant level of redemptions or financing needs could affect transaction feasibility.
- Warrants could expire worthless if no transaction is completed. The filing also describes dilution and leverage risks if the company raises equity or debt for a transaction.
- Trust assets were held in restricted cash equivalents investing in short-term U.S. Treasury securities. Management considered interest-rate exposure immaterial; no hedging activity was reported.
- Management reported effective disclosure controls as of September 30, 2015, with no material change in internal control over financial reporting. No legal proceedings were reported, and the filing stated there were no material changes to the prospectus risk factors.
Most important facts to verify
- Confirm that Double Eagle Acquisition Corp.—rather than WillScot Holdings Corp.—is the intended issuer and filing.
- Verify the IPO, trust balance, redemption terms, and 24-month business-combination deadline against the company’s SEC filings.
- Check subsequent filings for any announced or completed business combination, financing, or changes in the deadline or redemption provisions.
- Review the prospectus risk factors and warrant terms, including dilution, redemption, and potential expiration without value.