EquipmentShare.com Inc, one of the fastest growing integrated equipment rental and equipment asset management companies in the United States, announced its intention to offer, in a private offering, subject to market and other conditions, an additional $300 million aggregate principal amount of its senior secured second lien notes due 2028 (the “Additional Notes”). On May 9, EquipmentShare previously issued 9.00 percent Senior Secured Notes due 2028 in an aggregate principal amount of $640 million (the “Original Notes”) pursuant to an indenture (the “Indenture”). EquipmentShare intends to use the net proceeds from the offering to repay and refinance certain of its existing debt and for general corporate purposes. The Additional Notes will be secured, on a pari passu basis with the Original Notes, by a second priority lien on substantially all of the assets that secure any first priority lien obligations of EquipmentShare.

The Additional Notes will be issued as additional securities under the Indenture and will form a single series with the Original Notes, including with respect to waivers, amendments, redemptions and offers to purchase. The Additional Notes will have the same terms and conditions as those that apply to the Original Notes other than the issue date and offering price and will be fungible with the Original Notes for U.S. federal income tax purposes.

The Additional 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 Additional 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.