EquipmentShare.com Inc Announces Expiration and Results of its Consent Solicitations Relating to its 9.000% Senior Secured Second Lien Notes due 2028 and its 8.625% Senior Secured Second Lien Notes due 2032

COLUMBIA, Mo., July 17, 2025 /PRNewswire/ -- EquipmentShare.com Inc ("EquipmentShare"), a leading technology-driven equipment rental and solutions provider in the United States, announces receipt of the required consents (the "Consents") from (i) holders of its 9.000% 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) holders of its 8.625% 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").

The Consent Solicitations were made solely on the terms and subject to the conditions set forth in EquipmentShare's consent solicitation statement dated as of July 10, 2025 (the "Consent Solicitation Statement").

The Amendments will ease administration of the Issuer's consolidated indebtedness by amending certain provisions, including covenants and related definitions, in each of the Indentures, substantially conforming 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.

Consent results

The Consent Solicitations expired at 5 p.m., New York time, on July 16, 2025 (such date and time, 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"). EquipmentShare was advised by Global Bondholder Services Corporation, as Information Agent and Tabulation Agent for the Consent Solicitations, that, as of the applicable Expiration Time, the required consents were delivered and not revoked by Holders of at least a majority in aggregate principal amount of the outstanding Notes of each series, excluding any Notes owned by EquipmentShare or any of its affiliates. Holders can no longer revoke their consents and can no longer submit their consents.

On July 17, 2025, EquipmentShare and Citibank N.A. (the "2028 Trustee") executed a supplemental indenture to the 2028 Indenture with respect to the 2028 Notes, at which time the 2028 Amendments became effective. On July 17, 2025, EquipmentShare and Citibank N.A. (the "2032 Trustee") executed a supplemental indenture to the 2032 Indenture with respect to the 2032 Notes, at which time the 2032 Amendments became effective. The Amendments will become operative upon payment of the Consent Fees (as defined below) for each of the Consent Solicitations.

Consent Fee

Later today, July 17, 2025, EquipmentShare expects to pay, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, all Holders who validly delivered their Consents (and did not validly revoke such Consents) on or prior to the applicable Expiration Time an amount in cash equal 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").

THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THIS ANNOUNCEMENT IS ALSO NOT A SOLICITATION OF CONSENTS TO ANY AMENDMENTS. NO RECOMMENDATION IS MADE AS TO WHETHER HOLDERS OF THE NOTES SHOULD CONSENT TO THE AMENDMENTS.

About EquipmentShare

Founded 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 Butler
VP of Investor Relations
[email protected]

Media:
Amy N. Susán
Phone: (573) 890-0609
[email protected]

Forward-Looking Statements
This 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.

SOURCE EquipmentShare.com Inc.