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 inaugural offering of $640 million of senior secured second lien notes due 2028 (the “Notes”), one of the largest high-yield issuances in 2023 for a first time issuer. The company also announced its entry into an amendment to extend the maturity of, and upsize the borrowing capacity under, its senior secured asset-based revolving credit facility (the “ABL Facility”). The ABL Facility amendment will increase EquipmentShare’s borrowing capacity under that facility from $2.1 billion to $3.0 billion.
The landmark offering of the Notes and the ABL Facility amendment are designed to optimize EquipmentShare’s capital structure, allowing the company to refinance existing debt. The Notes mature on May 15, 2028, unless earlier redeemed. 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.
Goldman Sachs & Co. LLC, acted as the lead book running manager, Wells Fargo Securities, Capital One Securities, Citigroup, Fifth Third Securities, J.P. Morgan, Mizuho Securities USA LLC, MUFG, SMBC Nikko and Truist Securities acted as joint book-running managers and Regions Securities LLC and UBS Investment Bank acted as co-managers for the successful private offering of the Notes.
The 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 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.
Headquartered in Columbia, Mo., EquipmentShare is a nationwide construction solutions provider dedicated to solving industry pain points through smart jobsite technology and equipment rental, retail and service centers. EquipmentShare’s cloud-connected operating system, T3, is powered by telematics and machine hardware to give construction and industrial companies a real-time view into their jobsite and operations. EquipmentShare’s enterprise suite of apps is OEM-agnostic and can track and manage any piece of equipment, regardless of brand, to help fleet managers monitor assets, prevent theft and machine misuse, track employee hours and shifts, increase machine utilization, streamline maintenance and prevent unplanned downtime. EquipmentShare operates more than 150 facilities as of year end and employs approximately 4,000 team members. EquipmentShare’s growing presence of locations, which includes equipment and service yards, research and development sites, dealerships for major brands, administrative offices and specialty solutions locations, serve the rising demand for the company’s equipment and digital solutions. To learn more, visit www.equipmentshare.com.
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.