EquipmentShare Upsizes and Prices \$1.35 Billion Private Offering of Senior Secured Notes
Columbia, MO – June 16, 2026 – EquipmentShare.com Inc. (Nasdaq: EQPT), a leading provider of connected jobsite technology and one of the largest construction equipment rental companies in the United States, has announced the successful pricing of a substantial private notes offering. The offering, originally planned at \$1.05 billion, was upsized to \$1.35 billion in aggregate principal amount of 7.125% senior secured second lien notes due 2034. The notes will be issued at par (100% of principal amount).
Key Highlights from the Report
- Offering Size Increased: EquipmentShare raised the offering size by \$300 million, reflecting strong investor demand.
- Interest Rate and Maturity: The 7.125% senior secured second lien notes will mature in 2034, providing long-term, fixed-rate financing.
- Use of Proceeds: The net proceeds are earmarked primarily to repay borrowings under EquipmentShare’s asset-based revolving credit facility, pay related fees and expenses, and for general corporate purposes. This move is likely intended to optimize the company’s capital structure and improve financial flexibility.
- Security Structure: The notes are secured on a second priority basis by liens on substantially all of the assets that also secure any first priority lien obligations, providing investors with an added layer of security, albeit junior to the first lien holders.
- Private Placement Structure: The notes are being offered in the U.S. exclusively to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S. The notes are not registered under the Securities Act of 1933 and cannot be offered or sold in the U.S. without an applicable exemption.
Potentially Price-Sensitive Information for Shareholders
- Financial Flexibility and Debt Management: The significant upsize and successful pricing of this offering demonstrate strong capital markets confidence in EquipmentShare’s business model and growth prospects. The refinancing of the revolver with longer-term debt could reduce liquidity risks and/or improve the company’s borrowing costs, potentially benefiting shareholders.
- Balance Sheet Impact: Repayment of the revolving credit facility with proceeds from the Notes may improve EquipmentShare’s liquidity profile and allow the company more operational flexibility. However, taking on a large amount of second-lien debt may also increase leverage and future interest expense, which investors should monitor closely.
- No Registration, Limited Liquidity: Because the notes are not registered and are only available to qualified institutional buyers, there is limited liquidity for these securities. This could affect the company’s refinancing options in the future.
- Forward-Looking Statements and Risks: The company expressly notes that statements regarding the completion, terms, and expected use of proceeds from the offering are forward-looking and subject to risks and uncertainties. There is no guarantee that the offering will close as planned or that the intended uses of capital will yield the expected benefits.
- Growth and Technology Focus: EquipmentShare highlights its ongoing investment in proprietary technology (T3™ platform), telematics, and marketplace solutions as core to its long-term growth strategy, which may appeal to investors seeking exposure to construction technology innovation.
About EquipmentShare
Founded in 2015 and headquartered in Columbia, Missouri, EquipmentShare is a nationwide provider of construction technology and equipment solutions. The company focuses on transforming the construction industry with its proprietary T3™ platform, offering tools, platforms, and data-driven insights to contractors, builders, and equipment owners. Its suite of solutions includes fleet management, telematics, and a robust equipment rental marketplace. EquipmentShare positions itself as a technology leader aiming to drive productivity, efficiency, and collaboration across the construction sector.
Forward-Looking Statements and Risk Considerations
This announcement contains forward-looking statements, including those related to the completion and terms of the notes offering and the use of proceeds. Such statements are subject to various risks and uncertainties that may cause actual results to differ materially. There can be no assurance that the offering will be consummated as described. Investors are encouraged to review risk factors detailed in EquipmentShare’s filings with the Securities and Exchange Commission.
Investor Contacts
For press inquiries: Amy N. Susán
For investor inquiries: Rhett Butler
Disclaimer: This article is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. It is not investment advice. Readers should consult their own financial advisors and review EquipmentShare’s official filings and disclosures before making any investment decisions. The forward-looking statements in this article are subject to risks and uncertainties as described in EquipmentShare’s public filings.
