EquipmentShare (Nasdaq: EQPT) sells $1.35B 7.125% second-lien notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
EquipmentShare.com Inc upsized and priced a private offering of $1,350 million aggregate principal amount of 7.125% senior secured second lien notes due 2034. The deal increases the offering size by $300 million and sells the notes at 100% of principal.
The notes are secured on a second-priority basis by liens on substantially all assets that secure EquipmentShare’s first-lien obligations and are being sold privately to qualified institutional buyers and certain non-U.S. investors. EquipmentShare plans to use the net proceeds mainly to repay borrowings under its asset-based revolving credit facility, pay related fees and expenses, and for general corporate purposes.
Positive
- None.
Negative
- None.
Insights
EquipmentShare locks in long-dated secured debt, using proceeds to refinance existing borrowings.
EquipmentShare has priced $1,350 million of senior secured second lien notes due 2034 at 7.125%, upsizing the transaction by $300 million. The notes price at par and sit behind first-lien obligations but are secured by substantially the same collateral.
Net proceeds are earmarked to repay borrowings under the company’s asset-based revolving credit facility, cover transaction fees and expenses, and for general corporate purposes. This shifts a portion of shorter-term, floating-rate ABL debt into fixed-rate, long-term capital, though the filing does not quantify overall leverage.
The transaction is a private offering to qualified institutional buyers and certain non-U.S. investors under Regulation S. Future company filings may provide more detail on the impact of this new second-lien layer on capital structure, interest expense, and remaining ABL capacity.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Notes principal amount: $1,350 million
Upsize amount: $300 million
Coupon rate: 7.125% per year
+2 more
5 metrics
Notes principal amount
$1,350 million
Aggregate principal amount of new senior secured second lien notes due 2034
Upsize amount
$300 million
Increase from previously announced proposed offering size
Coupon rate
7.125% per year
Annual interest rate on the new notes
Issue price
100% of principal
Offering price of the notes to investors
Maturity year
2034
Stated maturity of the senior secured second lien notes
Key Terms
senior secured second lien notes, asset-based revolving credit facility, qualified institutional buyers, Regulation S, +1 more
5 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.
qualified institutional buyers regulatory
"The Notes were offered in the U.S. only to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Regulation S regulatory
"offered in 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.
forward-looking statements regulatory
"This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2026
___________________________________
Commission File Number 001-43062
(Exact Name of Registrant as Specified in Its Charter)
___________________________________
Texas | 47-2405753 | |||||||
(State of Incorporation) | (I.R.S. Employer Identification No.) | |||||||
5710 Bull Run Dr Columbia, Missouri, 65201 (573) 299-5222 | ||||||||
(Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices) | ||||||||
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Class A Common Stock, $0.00000125 par value | EQPT | The Nasdaq Global Select Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o | ||||
Item 8.01 Other Events.
On June 16, 2026, EquipmentShare.com Inc (the “Company”) announced that it upsized and priced its previously announced private offering of $1,350 million aggregate principal amount of new 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 bear interest at a rate of 7.125% per year, and the offering price for the Notes was 100% of the principal amount thereof. The Notes were offered in the United States (the “U.S.”) to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the U.S. to non-U.S. persons pursuant to Regulation S under the Securities Act.
The Company also issued a press release pursuant to Rule 135c under the Securities Act relating to the offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 in accordance with Rule 135c(d) under the Securities Act, which is incorporated herein by reference. The foregoing is qualified by reference to the press release that is attached as Exhibit 99.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 do not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act or any securities laws of any state or other jurisdiction and, unless so registered, may not be offered or sold in the U.S. except pursuant to an exemption from the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | Press release announcing the upsize and pricing of the Notes, dated June 16, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EquipmentShare.com Inc | ||||||||||||||
| Date: | June 16, 2026 | By: | /s/ David Marquardt | |||||||||||
| Name: | David Marquardt | |||||||||||||
| Title: | Chief Financial Officer and Chief Accounting Officer | |||||||||||||
Exhibit 99.1
EquipmentShare Announces Upsize and Pricing of Private Offering of Notes
June 16, 2026
COLUMBIA, Mo. – 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
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