Acquisitions and Assets Held for Sale ModSpace Acquisition On August 15, 2018, the Company acquired Modular Space Holdings, Inc. ("ModSpace"), a privately-owned national provider of office trailers, portable storage units and modular buildings (the "Business Combination"). The acquisition was consummated by merging a special purpose subsidiary of the Company with and into ModSpace, with ModSpace surviving the merger as a subsidiary of WSII. Purchase Price The aggregate purchase price for ModSpace was $1.2 billion and consisted of (i) $1.1 billion in cash, (ii) 6,458,229 shares of WillScot's Class A common stock (the "Stock Consideration") with a fair market value of $95.8 million and (iii) warrants to purchase an aggregate of 10,000,000 shares of WillScots Class A common stock at an exercise price of $15.50 per share (the "2018 Warrants") with a fair market value of $52.3 million, and (iv) a working capital adjustment of $4.7 million. The acquisition was funded by the net proceeds of WillScot's issuance of 9,200,000 shares of Class A common stock, the net proceeds of WSIIs issuance of $300.0 million in senior secured notes and $200.0 million in senior unsecured notes (see Note 8), and borrowings under the ABL Facility (see Note 8). As of the date of acquisition, August 15, 2018, the fair market values of the Stock Consideration and 2018 Warrants were $14.83 per share and $5.23 per warrant, respectively, with the warrant values determined using a Black-Scholes valuation model. The fair market value of the Class A shares was determined utilizing the $15.78 per share closing price of the Company's shares on August 15, 2018, discounted by 6.0%, to reflect a lack of marketability based on the lock-up restrictions contemplated by the merger agreement. The estimated fair values of the Stock Consideration and 2018 Warrants are Level 3 fair value measurements. The fair value of each share and warrant was estimated using the Black-Scholes model with the following assumptions: expected dividend yield, expected stock price volatility, weighted average risk-free interest rate, the average expected term of the lock up period on the shares, and the weighted average expected term of the warrants. The volatility assumption used in the Black-Scholes model is derived from the historical daily change in the market price of the Company's common stock, as well as the historical daily changes in the market price of its peer group, based on weighting, as determined by the Company, and over a time period equivalent to the lock-up restriction (for the shares) and the warrant term. The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Companys expected term assumption. The Company has never declared or paid a cash dividend on common shares. The following table summarizes the key inputs utilized to determine the fair value of the Stock Consideration and 2018 Warrants included within the purchase price of ModSpace. Stock Consideration fair value inputs 2018 Warrants fair value inputs Expected volatility 28.6 % 35.0 % Risk-free rate of interest 2.2 % 2.7 % Dividend yield  %  % Expected life (years) 0.5 4.3 Opening Balance Sheet The purchase price of ModSpace was assigned to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition, August 15, 2018. The Company estimated the fair values based on independent valuations, discounted cash flow analyses, quoted market prices, contributory asset charges, and estimates made by management. T he final assignment of the fair value of the ModSpace acquisition, including the final assignment of goodwill to the Company's reporting units was not complete as of June 30, 2019, but will be finalized within the allowable one year measurement period. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date, August 15, 2018 and the adjustments made to these balances during the six months ended June 30, 2019. (in thousands) Balance at December 31, 2018 Adjustments Balance at June 30, 2019 Trade receivables, net (a) $ 81,320 $ (2,296) $ 79,024 Prepaid expenses and other current assets 17,342 305 17,647 Inventories 4,757  4,757 Rental equipment 853,986 (321) 853,665 Property, plant and equipment 110,413 4,388 114,801 Intangible assets: Favorable leases (b) 3,976  3,976 Trade name (b) 3,000  3,000 Deferred tax assets, net 1,855  1,855 Total identifiable assets acquired $ 1,076,649 $ 2,076 $ 1,078,725 Accrued liabilities $ 31,551 $ (793) $ 30,758 Accounts payable 37,678 323 38,001 Deferred revenue and customer deposits 15,938  15,938 Total liabilities assumed $ 85,167 $ (470) $ 84,697 Total goodwill (c) $ 215,764 $ (2,547) $ 213,217 (a) The fair value of accounts recei vable was $79.0 million and the gross contractual amount was $86.5 million. The Company estimated that $7.5 million is uncollectible. (b) The trade name has an estimated usef ul life of 3 years. The favorable lease assets have an estimated useful life equivalent to the term of the lease. (c) The goodwill is reflective of ModSpaces going concern value and operational synergies that the Company expects to achieve that would not be available to other market participants. The goodwill represented on the balance sheet is not deductible for income tax purposes. The goodwill is assigned to the Modular  US and Modular  Other North America segments, defined in Note 16, in the am ount s of $178.3 million and $34.9 million, respectively. Pro Forma Information The pro forma information below has been prepared using the purchase method of accounting, giving effect to the ModSpace acquisition as if it had been completed on January 1, 2018. The pro forma information is not necessarily indicative of the Companys results of operations had the acquisition been completed on the above date, nor is it necessarily indicative of the Companys future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition and also does not reflect additional revenue opportunities following the acquisition. The tables below present unaudited pro forma consolidated statements of operations information as if ModSpace had been included in the Companys consolidated results for the six months ended June 30, 2018: (in thousands) Six Months Ended June 30, 2018 WillScot revenues $ 275,084 ModSpace revenues 230,917 Pro forma revenues $ 506,001 WillScot pre-tax loss $ (13,521) ModSpace pre-tax income 4,004 Pre-tax loss before pro forma adjustments (9,517) Pro forma adjustments to combined pre-tax loss: Impact of fair value mark-ups/useful life changes on depreciation (a) (6,579) Intangible asset amortization (b) (500) Interest expense (c) (32,871) Elimination of ModSpace interest (d) 15,933 Pro forma pre-tax loss (e) (33,534) Income tax benefit (f) (17,522) Pro forma net loss $ (16,012) (a) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the ModSpace acquisition. The useful lives assigned did not change significantly from the useful lives used by ModSpace. (b) Amortization of the trade name acquired in ModSpace acquisition. (c) In connection with the ModSpace acquisition, the Company drew an incremental $419.0 million on the ABL Facility, as defined in Note 8, and issued $300.0 million of secured notes and $200.0 million of unsecured notes. The weighted average interest rate for the aforementioned borrowings was 6.54%. Interest expense includes amortization of related deferred financing fees on debt incurred in conjunction with ModSpace acquisition. (d) Interest on ModSpace historical debt was eliminated. (e) Pro forma pre-tax loss includes $1.1 million of restructuring expense and $7.4 million of integration costs incurred by WillScot for the six months ended June 30, 2018. (f) The pro forma tax rate applied to the ModSpace pre-tax loss is the same as the WillScot effective rate for the period. Transaction and Integration Costs The Company incurre d $8.2 million and $18.4 million in integration costs within selling, general and administrative ("SG&amp;A") expenses for the three and six months ended June 30, 2019, respectively, related to the ModSpace acquisition. The Company incurred $4.8 million and $7.4 million in integration costs for the three and six months ended June 30, 2018, respectively, related to the acquisitions of Acton Mobile Holdings LLC (Acton) and Onsite Space LLC (d/b/a Tyson Onsite (Tyson)). The Company incurre d no transaction costs for the three and six months ended June 30, 2019. The Company incurred $4.1 million in transaction costs for both the three and six months ended June 30, 2018. Assets Held for Sale In connection with the integration of ModSpace, during the six months ended June 30, 2019, the Company reclassified eight legacy ModSpace branch facilities, from property, plant and equipment to held for sale, in addition to the three held for sale properties that were recognized at December 31, 2018. During the six months ended June 30, 2019, an impairment of $2.6 million was recorded related to these properties and two of these properties were sold for net cash proceeds of $8.6 million with no material gain or loss. The fair value of the assets held for sale was determined using valuations from third party brokers, which were based on current sales prices for comparable assets in the market, a Level 2 measurement.