EquipmentShare Announces Inaugural Bond Offering

COLUMBIA, Mo. – EquipmentShare.com Inc (“EquipmentShare”), one of the fastest growing integrated equipment rental and equipment asset management companies in the United States, today announced its intention to make its bond market debut and offer in a private offering, subject to market and other conditions, $750 million aggregate principal amount of its senior secured second lien notes due 2028 (the “Notes”).

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 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.

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.

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.