Baker McKenzie has advised EquipmentShare.com Inc (“EquipmentShare”), a leading technology-driven equipment rental and solutions provider in the United States on a solicitation of consents from all registered holders (the “Holders”) of (i) its 9.000% senior secured second lien notes due 2028 to certain proposed amendments to its indenture, dated as of May 9, 2023 (the “2028 Indenture”) (the “2028 Notes Solicitation”) and (ii) its 8.625% senior secured second lien notes due 2032 to certain proposed 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 amendments eased administration of EquipmentShare’s consolidated indebtedness by (i) 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 EquipmentShare’s $500.0 million aggregate principal amount outstanding of 8.000% senior secured second lien notes due 2033 and (ii) reclassifying certain indebtedness which was initially incurred under the credit facilities basket of the debt covenant in the Indentures. The amendments did 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.
The Baker McKenzie team was led by partners Marc Paul (Washington, DC), Rob Mathews (London) and Ben Bierwirth (London), supported by associates Fani Chlampoutaki (London) and Henry Gee (London). Other team members included partner Aaron Scow (Dallas), partners Kai Kramer (Houston) and Ross Staine (Houston) and attorney John Lawlor (Chicago).
The Consent Solicitations expired at 5 p.m., New York time, on July 16, 2025 and 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. The amendments became effective on July 17, 2025.
The amendments eased administration of EquipmentShare’s consolidated indebtedness by (i) 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 EquipmentShare’s $500.0 million aggregate principal amount outstanding of 8.000% senior secured second lien notes due 2033 and (ii) reclassifying certain indebtedness which was initially incurred under the credit facilities basket of the debt covenant in the Indentures. The amendments did 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.
The Baker McKenzie team was led by partners Marc Paul (Washington, DC), Rob Mathews (London) and Ben Bierwirth (London), supported by associates Fani Chlampoutaki (London) and Henry Gee (London). Other team members included partner Aaron Scow (Dallas), partners Kai Kramer (Houston) and Ross Staine (Houston) and attorney John Lawlor (Chicago).
The Consent Solicitations expired at 5 p.m., New York time, on July 16, 2025 and 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. The amendments became effective on July 17, 2025.
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