EquipmentShare Announces Upsize and Pricing of Private Offering of Notes

EquipmentShare (Nasdaq: EQPT) priced an upsized private offering of $1.35 billion aggregate principal amount of 7.125% senior secured second lien notes due 2034, up $300 million from the initial size and sold at 100% of principal.

Rhea-AI Summary

EquipmentShare (Nasdaq: EQPT) priced an upsized private offering of $1.35 billion aggregate principal amount of 7.125% senior secured second lien notes due 2034, up $300 million from the initial size and sold at 100% of principal.

According to EquipmentShare, net proceeds will repay borrowings under its asset-based revolving credit facility, cover related fees and expenses, and support general corporate purposes. The notes are secured on a second-priority basis by liens on substantially all assets securing first-lien obligations and are offered via Rule 144A and Regulation S exemptions.

Positive

• Upsized senior notes offering to $1.35 billion aggregate principal
• Notes priced at 100% of principal amount
• Proceeds allocated to repay asset-based revolving credit facility borrowings

Negative

• New 7.125% senior secured second lien debt increases interest obligations
• Second-priority liens on substantially all secured assets add to balance sheet leverage

Argus Jun 17 session

+4.57% close to close Open Argus

Details

News Market Reaction – EQPT

On Jun 17, the first trading day after this news, EQPT closed 4.57% above the previous close.

Data tracked by StockTitan Argus for the Jun 17 session.

Market Context

This announcement finalized pricing of $1,350 million in 7.125% senior secured second lien notes due...

Analysis

This announcement finalized pricing of $1,350 million in 7.125% senior secured second lien notes due 2034, upsized by $300 million and sold at 100% of principal. Proceeds are designated mainly to repay borrowings under the asset‑based revolving credit facility and for general corporate purposes. In the context of prior filings citing $3.14 billion of long‑term debt and lines of credit, investors may watch leverage trends and future interest expense closely.

Key Figures

Notes offering size: $1,350 million Coupon rate: 7.125% Maturity year: 2034 +3 more

Notes offering size

$1,350 million

Aggregate principal amount of 7.125% senior secured second lien notes

Coupon rate

7.125%

Interest rate on senior secured second lien notes due 2034

Maturity year

2034

Due date of senior secured second lien notes

Upsize amount

$300 million

Increase from previously announced proposed offering size

Issue price

100%

Notes sold at 100% of principal amount

Securities Act year

1933

Notes not registered under the Securities Act of 1933

Historical Context

5 past events · Latest: Jun 10

5 events

1. Jun 10

   Board appointments

   24h Move

   +5.6%

   Two new independent directors appointed as part of post-IPO board transition.

2. Jun 05

   Conference appearance

   24h Move

   -4.3%

   Announcement of participation in Wells Fargo Industrials & Materials conference.

3. May 26

   Conference appearance

   24h Move

   +4.1%

   Plan to present at Keybanc Industrials & Basic Materials conference.

4. May 13

   Earnings and guidance

   24h Move

   -5.6%

   Strong Q1 growth and raised 2026 guidance for revenue and EBITDA.

5. May 05

   Earnings call notice

   24h Move

   +4.8%

   Scheduling of Q1 2026 results release and conference call details.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior secured second lien notes, asset-based revolving credit facility, rule 144a, regulation s

4 terms

senior secured second lien notes financial

"aggregate principal amount of 7.125% senior secured second lien notes due 2034"

A senior secured second lien note is a type of loan or bond that is backed by specific company assets but is paid after a first‑lien lender if those assets must be sold. Think of it as two people holding a mortgage on the same house: the first person gets paid from a sale first, and the second person gets whatever remains; because of that lower payout priority, second‑lien notes usually offer higher interest to compensate investors for the added risk. Investors watch these for the trade-off between higher yield and greater recovery uncertainty in a default.

asset-based revolving credit facility financial

"use the net proceeds from the Offering to repay borrowings under its asset-based revolving credit facility"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

rule 144a regulatory

"buyers pursuant to Rule 144A under the Securities Act and outside the U.S."

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"outside the U.S. to non-U.S. persons pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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COLUMBIA, Mo., June 16, 2026 (GLOBE NEWSWIRE) -- EquipmentShare.com Inc (Nasdaq: EQPT) (“EquipmentShare”), a leader in connected jobsite technology and one of the largest construction equipment rental providers in the United States (the “U.S.”), announced today that it has priced its previously announced offering (the “Offering”) of $1,350 million in aggregate principal amount of 7.125% senior secured second lien notes due 2034 (the “Notes”), representing an increase of $300 million in aggregate principal amount from the previously announced proposed offering size. The Notes will be sold to investors at a price of 100% of the principal amount thereof. EquipmentShare intends to use the net proceeds from the Offering to repay borrowings under its asset-based revolving credit facility, pay fees and expenses in connection with the foregoing and for general corporate purposes.

The Notes will be secured on a second priority basis by liens on substantially all of the assets that secure any first priority lien obligations of EquipmentShare.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state or other jurisdiction and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration under the Securities Act and applicable securities laws of any state or other jurisdiction. The Notes were offered in the U.S. only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the U.S. to non-U.S. persons pursuant to Regulation S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About EquipmentShare

Founded in 2015 and headquartered in Columbia, Missouri, EquipmentShare (Nasdaq: EQPT) 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.

Forward-Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s current expectations and assumptions and are subject to risks and uncertainties. Any statements that are not historical or current facts are forward-looking statements, including those related to the terms, timing and completion of the Offering and the use of the proceeds therefrom. In many cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will,” or “would,” or the negative of these terms and similar expressions intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. There can be no assurance that the Offering will be consummated on the terms described herein or at all. More information about potential risks and uncertainties that could affect our business and results of operations is included in the “Risk Factors” and “Forward-Looking Statements” sections in EquipmentShare’s filings with the Securities and Exchange Commission. All forward-looking statements, expressed or implied, included in this press release are made as of the date of this press release and are expressly qualified in their entirety by this cautionary statement. Except as otherwise required by applicable law, EquipmentShare disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

Press Inquiries:
Amy N. Susán
press@equipmentshare.com

Investor Inquiries:
Rhett Butler
ir@equipmentshare.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did EquipmentShare (NASDAQ: EQPT) announce about its private notes offering on June 16, 2026?

EquipmentShare announced pricing of a private offering of $1.35 billion 7.125% senior secured second lien notes due 2034. According to EquipmentShare, the offering size was increased by $300 million from the previously proposed amount and priced at 100% of principal.

How much is EquipmentShare (EQPT) raising in its 7.125% senior secured second lien notes due 2034?

EquipmentShare is raising $1.35 billion in aggregate principal amount of 7.125% senior secured second lien notes due 2034. According to EquipmentShare, this reflects a $300 million increase over the initially proposed offering size.

What will EquipmentShare (EQPT) use the proceeds from its $1.35 billion notes offering for?

EquipmentShare plans to use net proceeds primarily to repay borrowings under its asset-based revolving credit facility. According to EquipmentShare, remaining funds will pay related fees and expenses and support general corporate purposes.

What are the key terms of EquipmentShare’s 7.125% senior secured second lien notes (EQPT)?

The notes carry a 7.125% coupon and mature in 2034, with a second-priority security interest. According to EquipmentShare, they are secured by liens on substantially all assets that also secure first-priority lien obligations.

Who can buy EquipmentShare (EQPT) 7.125% senior secured second lien notes in this private offering?

In the U.S., the notes are offered only to qualified institutional buyers under Rule 144A. According to EquipmentShare, they are also offered outside the U.S. to non-U.S. persons under Regulation S of the Securities Act.

Is EquipmentShare’s $1.35 billion 7.125% notes offering (EQPT) registered with the SEC?

The notes are not registered under the Securities Act or state securities laws. According to EquipmentShare, they may not be offered or sold in the U.S. without registration or an applicable exemption from registration requirements.