EquipmentShare.com Inc (“EquipmentShare”), a leading technology-driven equipment rental and solutions provider in the United States, announced today that itissolicitingconsents(the”Consents”)from (i) eachholderofits9.000% Senior Secured Second Lien Notes due 2028 (the”2028 Notes”) to certain proposed amendments (the “2028 Amendments”) to its indenture, dated as of May 9, 2023 (the “2028 Indenture”) (the “2028 Notes Solicitation”) and (ii) each holderofits8.625% Senior Secured Second Lien Notes due 2032 (the “2032 Notes” and, together with the 2028 Notes, the “Notes”) to certain proposed amendments (the “2032 Amendments” and, together with the 2028 Amendments, the “Amendments”) to its indenture, dated as of April 16, 2024 (the “2032 Indenture” and, together with the 2028 Indenture, the “Indentures”) (the “2032 Notes Solicitation” and together with the 2028 Notes Solicitation, the “Consent Solicitations”). Each Consent Solicitation is an independent solicitation and can be modified, extended and/or terminated without affecting the terms or conditions of the other Consent Solicitation.
The purpose of the Consent Solicitations is to ease administration of the Issuer's consolidated indebtedness by amending certain provisions, including covenants and related definitions, in each of the Indentures in order to substantially conform to the corresponding provisions, covenants and definitions set forth in the indenture, dated as of September 13, 2024, governing the Issuer's $500.0 million aggregate principal amount outstanding of 8.000% Senior Secured Second Lien Notes due 2033 and to reclassify certain indebtedness which was initially incurred under the credit facilities basket of the debt covenant in the Indentures. For the avoidance of doubt, the Amendments will not modify, alter or restate any of the economic terms (including the stated maturity, the principal amount, the interest rate or any premium payable) or other fundamental provisions of the Indentures or any of the Notes to the extent that the consent of each affected Holder would be required.
Holders of the Notes are referred to the consent solicitation statement of EquipmentShare, dated July 10, 2025 (the “Consent Solicitation Statement”), for the detailed terms and conditions of the Consent Solicitations. The Consent Solicitations were commenced today and will expire at 5:00 p.m. (New York City time) on July 16, 2025, unless extended by EquipmentShare (such date and time, as the same may be extended, in relation to the 2028 Notes Solicitation, the “2028 Expiration Time”, in relation to the 2032 Notes Solicitation, the “2032 Expiration Time” and together with the 2028 Expiration Time, each an “Expiration Time”). The Consent Solicitations are each made solely by means of the Consent Solicitation Statement. The Consent Solicitation Statement contains important information that holders of Notes should carefully read before any decision is made with respect to the Consent Solicitations.
Only holders of the relevant series of Notes as of 5:00 p.m. (New York City time) on July 9, 2025 (such date and time, including as such date and time may be changed by EquipmentShare, from time to time, the “Record Time”) are entitled to consent to the Amendments pursuant to the Consent Solicitation Statement. In order to implement the Amendments, a supplement to the 2028 Notes Indenture and a supplement to the 2032 Notes Indenture will be entered into (the “Supplemental Indentures”).
EquipmentShare is offering to pay, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, all Holders who validly deliver their Consents (and do not validly revoke such Consents) on or prior to the applicable Expiration Time an amount in cashequal to $2.50 for each $1,000 principal amount of 2028 Notes for which Consents were validly delivered by the 2028 Expiration Time and not validly withdrawn by the 2028 Revocation Time (the “2028 Consent Fee”) and (ii) an amount in cash equal to $2.50 for each $1,000 principal amount of 2032 Notes for which Consents were validly delivered by the 2032 Expiration Time and not validly withdrawn by the 2032 Revocation Time (the “2032 Consent Fee” and, together with the 2028 Consent Fee, the “Consent Fees”). The applicable Consent Fee will be paid on the applicable Settlement Date, which is expected to occur as promptly as practicable after the applicable Expiration Time and the satisfaction or waiver of the conditions set out in the Consent Solicitation Statement, currently expected to be July 17, 2025.
Holders will be permitted to revoke Consents at any time prior to the earlier of the execution and delivery of the applicable Supplemental Indenture and 5:00 p.m. (New York City time) on July 16, 2025, but not thereafter, unless extended by EquipmentShare (such date and time, as the same may be extended, in relation to the 2028 Notes Solicitation, the “2028 Revocation Time”, in relation to the 2032 Notes Solicitation, the “2032 Revocation Time” and together with the 2028 Revocation Time, each a “Revocation Time”), which may occur prior to the applicable Expiration Time.
Approval of the 2028 Amendments requires the consent of the 2028 Holders representing not less than a majority in aggregate principal amount of all of the 2028 Notes outstanding (the “2028 Requisite Consents”). The 2028 Amendments constitute a single proposal with respect to the 2028 Notes, and the 2028 Holders must consent to all (and not only some) of the 2028 Amendments. Approval of the 2032 Amendments requires the consent of the 2032 Holders representing not less than a majority in aggregate principal amount of all of the 2032 Notes outstanding (the “2032 Requisite Consents”). The 2032 Amendments constitute a single proposal with respect to the 2032 Notes, and the 2032 Holders must consent to all (and not only some) of the 2032 Amendments. The Amendments will be effected by the Supplemental Indentures.
EquipmentShare's obligation to accept, and pay for, Consents validly delivered and not revoked is conditioned upon satisfaction of certain conditions as described in the Consent Solicitation Statement, including the receipt of the 2028 Requisite Consents and the 2032 Requisite Consents, as applicable. EquipmentShare may, in its sole discretion, terminate either or both the Consent Solicitations, allow the Consent Solicitations to lapse, extend the Consent Solicitations (without extending the applicable Revocation Times) and continue soliciting Consents pursuant to the Consent Solicitations or otherwise amend the terms of the Consent Solicitations, including the waiver of any or all of the conditions set forth in the Consent Solicitations.
The Issuer has retained Goldman Sachs & Co. LLC as lead solicitation agent (the “Lead Solicitation Agent”).
Any questions or requests for assistance or for copies of the Consent Solicitation Statement or related documents may be directed to the Information Agent at its telephone numbers or e-mail address set forth below. A holder of Notes as of the Record Time also may contact the Lead Solicitation Agent, at its telephone numbers set forth below, or such holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations.
TheLeadSolicitationAgent fortheConsent Solicitationsis:
Goldman Sachs & Co. LLC200 West StreetNew York, New YorkToll-Free: (800) 828-3182Collect:(212) 934-0773
TheInformationAgentfortheConsent Solicitationsis:
Global Bondholder Services CorporationBanks and Brokers call: 212-430-3774All others call toll-free: 855-654-2014E-mail: contact@gbsc-usa.com
THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THIS ANNOUNCEMENT ISALSONOTASOLICITATIONOFCONSENTSTOANYAMENDMENTS.NORECOMMENDATIONISMADEAS TO WHETHER HOLDERS OF THE NOTES SHOULD CONSENT TO THE AMENDMENTS.
AboutEquipmentShareFounded in 2015 and headquartered in Columbia, Missouri, 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.
Investor Relations:Rhett ButlerVP of Investor Relationsfinancialreporting@equipmentshare.com
Media:Amy N. SusánPhone: (573) 890-0609amy.susan@equipmentshare.com
Forward-Looking StatementsThis communication contains forward-looking statements within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this communication, or incorporated by reference into this communication, are forward-looking statements. Throughout this communication, we have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecasts,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or other forms of these words or similar words or expressions or the negative thereof, although not all forward-looking statements contain these terms. Forward-looking statements address future events and conditions concerning, among other things, capital expenditures, earnings, litigation, regulatory matters, hedging, liquidity and capital resources and accounting matters. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this communication. All of our forward-looking statements include assumptions underlying or relating to such statements that may cause actual results to differ materially from expectations, and are subject to numerous factors that present considerable risks and uncertainties.
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SOURCE EquipmentShare.com Inc.
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