EquipmentShare Announces Successful Closing of Upsized Bond Offering

COLUMBIA, Mo. – EquipmentShare.com Inc (“EquipmentShare”), one of the fastest growing integrated equipment rental and equipment asset management companies in the United States, announced today the closing of its offering of an additional $400 million of Senior Secured Second Lien Notes due 2028 (the “Additional Notes”). The offering size was increased from the previously announced offering size of $300 million aggregate principal amount of Additional Notes. On May 9, 2023, EquipmentShare previously issued 9.000% Senior Secured Second Lien Notes due 2028 in an aggregate principal amount of $640 million (the “Original Notes”) pursuant to an indenture (the “Indenture”).

EquipmentShare intends to use the net proceeds from the offering to repay and refinance certain of its existing debt and for general corporate purposes.

The Additional Notes will be secured, on a pari passu basis with the Original Notes, by a second priority lien on substantially all of the assets that secure any first priority lien obligations of EquipmentShare.

The Additional Notes will be issued as additional securities under the Indenture and will form a single series with the Original Notes, including with respect to waivers, amendments, redemptions and offers to purchase. The Additional Notes will have the same terms and conditions as those that apply to the Original Notes other than the issue date and offering price and will be fungible with the Original Notes for U.S. federal income tax purposes.

Mizuho Securities USA LLC and Citigroup acted as joint physical bookrunning managers for the successful private offering of the Additional Notes.

The Additional Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States or to any U.S. persons unless pursuant to registration under the Securities Act, or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Additional Notes are being offered only to persons reasonably believed to be “qualified institutional buyers” under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

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About EquipmentShare
Founded in 2015 and headquartered in Columbia, Mo., EquipmentShare is a nationwide construction technology and equipment solutions provider dedicated to transforming the construction industry through innovative tools, platforms and data-driven insights. By empowering contractors, builders and equipment owners with its proprietary technology, T3, EquipmentShare aims to drive productivity, efficiency and collaboration across the construction sector. With a comprehensive suite of solutions that includes a fleet management platform, telematics devices and a best-in-class equipment rental marketplace, EquipmentShare continues to lead the industry in building the future of construction. For more information, visit EquipmentShare. 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as, but not limited to, “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “could,” “may,” “will,” “should,” and similar expressions are intended to identify forward-looking statements. All forward-looking statements, including with respect to the offering described herein, rely on a number of assumptions, estimates and data concerning future results and events and are subject to a number of uncertainties and other factors, many of which are outside EquipmentShare’s control that could cause actual results to differ materially from those reflected in such statements.  Accordingly, EquipmentShare cautions that the forward-looking statements contained herein are qualified by these and other important factors and uncertainties that could cause results to differ materially from those reflected by such statements. 

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