EQPT · EquipmentShare.com Inc.

The filing reports the closing of EquipmentShare.com Inc's previously announced private offering of $1.350 billion aggregate principal amount of new 7.125% Senior Secured Second Lien Notes due 2034. The notes were issued at par pursuant to an Indenture with Citibank, N.A. as trustee and notes collateral agent. Interest is payable semiannually on January 1 and July 1, commencing January 1, 2027. The notes mature on July 1, 2034. The notes are senior secured obligations, ranking equal with existing and future senior indebtedness and senior to subordinated debt. They are secured on a second-priority basis by substantially all of the issuer's assets, pari passu with existing second lien notes (9.000% due 2028, 8.625% due 2032, 8.000% due 2033) and junior to the asset-based revolving credit facility. The notes are not initially guaranteed by any subsidiary but will be guaranteed by domestic subsidiaries that guarantee first-lien obligations. The indenture includes customary high-yield covenants limiting additional debt, dividends, liens, affiliate transactions, mergers, asset sales, and restrictions on subsidiary dividends, subject to exceptions. The notes are redeemable at the issuer's option: prior to July 1, 2029 at 100% plus make-whole premium, and at any time prior to July 1, 2029 up to 10% per 12-month period at 103% (plus accrued interest). On or after July 1, 2029, redemption prices step down to par by 2031. Additionally, up to 40% may be redeemed with equity offering proceeds at 107.125% before July 1, 2029. Upon a change of control, holders may require the issuer to repurchase at 101% of principal plus accrued interest. The transaction significantly increases the company's leverage, providing capital for general corporate purposes. The high yield and second-lien nature reflect credit risk. Investors should monitor the company's ability to service additional debt and comply with covenants.