United Site Services: $2.4B Debt-to-Equity Prepack

United Site Services, Inc.—the nation's largest provider of portable sanitation and site services—filed for chapter 11 bankruptcy on December 29, 2025, in the U.S. Bankruptcy Court for the District of New Jersey alongside 21 affiliated debtors. The Westborough, Massachusetts-based company entered court with a prepackaged restructuring support agreement signed by over 75% of eligible creditors—the Ad Hoc Lender Group—positioning the case for expedited confirmation rather than the protracted proceedings typical of contested chapter 11 filings. With approximately $2.8 billion in funded debt accumulated through an aggressive acquisition strategy, United Site Services represents one of the more substantial deleveraging transactions in the portable sanitation sector. The prepackaged plan will reduce net debt by $2.4 billion, hand ownership to senior lenders, and inject $1.1 billion in new capital—while paying vendors, landlords, and general unsecured creditors in full.

The restructuring marks the conclusion of Platinum Equity's eight-year ownership of the portable sanitation giant. Since acquiring USS from Calera Capital in August 2017, the Beverly Hills-based private equity firm executed approximately 45 add-on acquisitions, expanded the location count from 80+ to 140+, and drove revenue and EBITDA growth that doubled and tripled, respectively, between 2017 and 2021. A continuation fund formed in December 2021 with Fortress Investment and Landmark Partners extended the ownership runway but ultimately could not prevent the debt burden from exceeding sustainable levels. The prepackaged filing—with $120 million in DIP financing from Ad Hoc Lender Group members and a committed exit financing package including a $480 million rights offering—provides a path to emergence with a right-sized capital structure while preserving the operational platform that serves 75,000+ customers through 140+ locations coast-to-coast.

Case Snapshot

Nation's Largest Portable Sanitation Provider

United Site Services built market dominance through relentless acquisition and organic growth over more than two decades, becoming the go-to provider of portable sanitation equipment and temporary site services for construction projects, special events, and disaster response operations across the United States. The company's scale—200,000+ portable restrooms, 300,000+ total inventory items, 140+ locations—positions it as the largest U.S.-based provider in a $3.3 billion domestic market, though the industry includes numerous regional competitors and independent operators that serve local markets.

Business model and service offerings. USS provides portable sanitation equipment and temporary site services to a diverse customer base spanning construction, commercial/industrial, residential construction, special events, government/military, disaster relief, and agricultural markets. Core offerings include porta potty rentals, restroom trailers, holding tanks, temporary fencing, roll-off dumpsters, and portable sinks and hand sanitizer stations. The company performs 20+ million services annually through a delivery, setup, and maintenance network that leverages the 140+ location footprint to provide geographic coverage for customers with multi-site operations or national event calendars.

Geographic footprint and scale. Founded in 1999, USS expanded from Massachusetts origins to operate 140+ locations coast-to-coast by the time of the bankruptcy filing. At the time of Platinum Equity's 2017 acquisition, the company operated through more than 80 locations; growth to 140+ represents a near-doubling of geographic presence under private equity ownership. The national footprint allows USS to serve large-scale infrastructure projects, national event promoters, government contracts requiring multi-state coverage, and disaster response operations where rapid deployment across affected regions is critical.

Customer base and market segments. USS serves 75,000+ current customers across market segments that range from single-site residential construction projects to Fortune 500 companies with ongoing infrastructure and maintenance needs. The construction sector—spanning infrastructure, commercial, and residential projects—represents the primary revenue driver, consistent with industry dynamics where construction accounts for approximately half of portable toilet rental revenue. Special events including concerts, festivals, and sporting events provide diversification, as do government and military contracts that offer predictable recurring revenue. Disaster response operations—hurricanes, wildfires, and other emergencies requiring temporary sanitation infrastructure—represent episodic but high-margin opportunities that leverage USS's scale and deployment capabilities.

Acquisition-Fueled Growth Under Platinum Equity

The path to $2.8 billion in funded debt traces directly to an aggressive acquisition strategy that prioritized scale and market consolidation over deleveraging. Platinum Equity's ownership model—characterized by operational improvement combined with strategic add-on acquisitions—produced impressive growth metrics but simultaneously accumulated the leverage that ultimately required restructuring.

The 2017 acquisition. Platinum Equity completed the acquisition of United Site Services from Calera Capital on August 28, 2017, following definitive agreement announcement on July 24, 2017. Founded in 1995 by Tom Gores—who also owns the Detroit Pistons—Platinum Equity manages more than $25 billion in assets with a portfolio of approximately 50 operating companies. At acquisition, USS was based in Westborough, Massachusetts with the largest fleet of portable sanitation equipment in the country and more than 80 locations serving customers throughout the United States. Financial terms were not disclosed, but the transaction launched an eight-year ownership period characterized by aggressive expansion. Ron Carapezzi, who had served as President and CEO since 2009, continued leading the company following the acquisition.

Acquisition pace and growth metrics. Under Platinum Equity's ownership, USS acquired approximately 45+ companies that expanded geographic footprint, deepened regional market presence, and added service capabilities. Between 2017 and 2021 alone, Platinum executed 36 "highly accretive add-on acquisitions" that grew the location count from 80+ to 120 by 2021, with continued expansion reaching 140+ by 2025. The acquisition strategy produced compelling financial results: revenue doubled and EBITDA tripled between 2017 and 2021 compared to pre-acquisition levels. The debtors filing for chapter 11 include regional subsidiaries and holding companies that reflect the acquisition history—entities such as Northeast Sanitation, Inc., United Site Services of Maryland, Inc., and Vortex Opco, LLC represent acquired operations integrated into the USS platform.

Continuation fund structure. In December 2021, Platinum Equity formed a continuation fund involving Fortress Investment and Landmark Partners to support USS's sustained growth beyond the typical private equity holding period. The continuation fund structure allowed existing limited partners to realize partial liquidity while providing fresh capital for continued acquisitions and organic investment. This mechanism extended Platinum's ownership runway without requiring a sale or IPO that might have compelled debt reduction—but ultimately the debt accumulated during the aggressive growth phase exceeded sustainable levels relative to operating cash flows.

Leadership evolution. Bobby Creason was appointed CEO of United Site Services in October 2024, approximately 14 months before the bankruptcy filing. Creason joined the company in 2021 as Vice President of the West Region and served as Chief Administrative Officer since 2023, providing operational continuity during the leadership transition. His background includes executive roles at equipment rental and construction companies including BlueLine Rental, Volvo Construction Equipment, Nuprecon, DPR Construction, and Herc Rentals—experience directly relevant to the fleet-intensive, service-delivery operations that characterize portable sanitation. The leadership change occurred during the period when the company's debt burden was becoming increasingly challenging to service.

Overleveraged Capital Structure and Reasons for Filing

The acquisition strategy that built USS into the nation's largest portable sanitation provider simultaneously created a debt burden that became unsustainable as the company's growth trajectory moderated and debt service requirements consumed operating cash flow.

Debt accumulation dynamics. By the filing date, USS had accumulated approximately $2.8 billion in funded debt. Bankruptcy schedules listed estimated assets and liabilities each in the $1 billion to $10 billion range, with creditors estimated at 25,001 to 50,000—a creditor count reflecting the company's extensive vendor, customer, and landlord relationships across 140+ locations. The debt load reflected years of acquisition financing where each add-on transaction added leverage to fund purchase prices, transaction costs, and integration expenses. The second-out term loans that comprise the bulk of the debt to be equitized represent the junior portion of the capital structure that bore the risk of the acquisition strategy.

Private equity dynamics and leverage accumulation. The overleveraged outcome is characteristic of private equity buy-and-build strategies that prioritize scale and market consolidation over capital structure management. Each acquisition added assets and EBITDA but also added debt; the 45+ transactions during Platinum's ownership produced a capital structure where the debt burden grew faster than cash flow capacity to service it. The continuation fund structure—while extending the ownership period—did not impose the deleveraging pressure that a sale or IPO process might have required. By 2025, the accumulated leverage exceeded sustainable levels, and the company's lenders recognized that an in-court restructuring offered the cleanest path to a viable capital structure.

Prepackaged resolution path. Rather than operating under unsustainable debt service pressure or risking a disorderly default, USS and its lenders negotiated a consensual resolution through the restructuring support agreement. The prepackaged structure reflects aligned incentives: lenders receive equity in a deleveraged company with meaningful cash flow capacity; trade creditors maintain full payment continuity critical to ongoing operations; and the platform preserves jobs and customer relationships rather than facing liquidation risk. The result is an orderly transition of ownership from Platinum Equity to the lending group through a court-supervised process designed for speed and certainty.

Prepackaged Restructuring

The prepackaged filing structure—with creditor approval obtained before the bankruptcy petition—enables expedited confirmation while reducing costs, management distraction, and operational disruption compared to contested chapter 11 proceedings.

Restructuring support agreement mechanics. Prior to filing, USS secured an RSA with over 75% of eligible creditors comprising the Ad Hoc Lender Group. The RSA establishes terms for a comprehensive debt restructuring that will reduce net debt by approximately $2.4 billion through conversion of second-out term loans to equity in the reorganized company. In a prepackaged bankruptcy, the debtor negotiates and obtains creditor approval for a plan of reorganization before filing the chapter 11 petition. This structure means the plan was negotiated, disclosure statement approved, and creditor votes solicited prepetition—typically enabling confirmation within 45-60 days of filing rather than the 12-18 months common in contested cases. The expedited timeline reduces professional fees, limits management distraction, and preserves customer and vendor confidence that might erode during prolonged bankruptcy proceedings.

DIP financing terms. USS secured $120 million in debtor-in-possession financing from Ad Hoc Lender Group members to fund operations through the bankruptcy process. In prepackaged cases, DIP facilities are often smaller relative to company size because the expedited timeline reduces cash consumption during the case—the company need only fund operations for the 45-60 day confirmation period rather than the 12-18 months typical of contested proceedings. The DIP provides working capital for continued equipment purchases, fleet maintenance, and payroll while the confirmation process advances. DIP financing in prepackaged cases often converts to exit financing upon emergence, providing continuity for the company's post-reorganization capital structure.

Exit Financing and New Capital

The RSA contemplates $1.1 billion in total new capital to fund emergence and establish a sustainable long-term capital structure that supports the company's operations without the overhang of unsustainable debt service:

Rights offerings allow creditors to purchase equity in the reorganized company at a discount, providing capital while simplifying bargaining over recoveries and plan distributions. Research indicates rights offerings increase total creditor recoveries by approximately 40% and were used in 87% of bankruptcies by asset size in 2019. The $480 million rights offering—committed by existing financial stakeholders—provides the largest component of new capital and aligns incentives between the lending group receiving equity through debt conversion and the capital providers funding the rights offering. The $300 million exit term loan from existing lenders provides debt capacity at levels appropriate for the company's operating profile. The ABL and revolving credit facilities—$195 million and $100 million, respectively, each with 5-year terms—provide liquidity for working capital and operational flexibility.

Treatment of claims under the RSA. The RSA provides for differential treatment across creditor classes that reflects priorities and negotiating dynamics:

The critical feature for operational continuity is full payment to vendors, landlords, and general unsecured creditors. Portable sanitation providers depend on equipment manufacturers, fuel suppliers, maintenance vendors, and service providers who need confidence in payment continuity to maintain supply relationships. The 100% recovery for trade creditors—unusual in many chapter 11 cases—preserves these relationships and signals to customers that the company will continue operating without disruption. Platinum Equity's existing equity will be diluted or eliminated as lenders convert approximately $2.4 billion of second-out term loans to ownership in the reorganized company, ending the eight-year private equity ownership period.

Professional Retentions

The case employs major restructuring professionals on both sides:

Debtor Professionals:

Ad Hoc Lender Group Professionals:

The professional team reflects the transaction's complexity and scale—Milbank, PJT Partners, and Alvarez & Marsal are among the leading restructuring advisors serving major chapter 11 cases, while Akin Gump and Centerview represent sophisticated creditor groups in contested and negotiated restructurings.

Industry Context and Competitive Position

USS operates in a growing market driven by construction activity, increasing demand for temporary sanitation solutions, and heightened hygiene awareness following the COVID-19 pandemic. The company's market leadership position provides scale advantages in procurement, route density, and customer relationships that competitors struggle to match.

U.S. portable toilet rental market. The U.S. portable toilet rental market has grown at a CAGR of 5.1% over the past five years, reaching estimated revenue of $3.3 billion in 2025. Construction activity—spanning infrastructure, commercial, and residential projects—accounts for approximately half of industry revenue, making the sector cyclically sensitive to building activity and infrastructure investment. Large outdoor events including concerts, festivals, and sporting events provide additional demand, as do public infrastructure projects where permanent facilities are unavailable during construction phases. The industry benefits from construction spending that has remained elevated despite interest rate increases, with infrastructure investment supported by federal programs.

Global market dynamics and growth projections. The global portable toilet rental market was valued at $19-22 billion in 2024, projected to reach $34-37 billion by 2032-2033 at CAGRs of 6.1-7.7% depending on research methodology. The construction application segment is expected to capture 55.40% of market revenue share in 2025, reflecting the central role of construction activity in driving portable sanitation demand. Rising construction activities in urban and suburban regions—particularly in developing markets—along with growing emphasis on hygiene following the COVID-19 pandemic drive global demand. The pandemic's impact on hygiene awareness has proven durable, with customers increasingly expecting higher-quality portable sanitation facilities at construction sites, events, and public spaces.

Temporary fencing market. USS's temporary fencing business operates in a U.S. market valued at $1.4 billion in 2025, projected to reach $1.9 billion by 2035 at a 3.5% CAGR. Trends include anti-climb designs that enhance security, rental service integration that bundles fencing with other site services, and event infrastructure demand that pairs fencing with portable sanitation for concert venues, festivals, and sporting events. Digital tracking of fence inventory and integration with CCTV and access control systems represent emerging technology applications that larger providers like USS can deploy across their customer base.

Competitive positioning. USS is identified as a prominent player in the portable toilet market alongside PolyJohn Enterprises Corporation and Satellite Industries—though the latter two are primarily equipment manufacturers rather than service providers. The company's scale—200,000+ portable restrooms, 140+ locations, 300,000+ total inventory items—positions it as the largest U.S.-based service provider, though the market includes numerous regional competitors and independent operators serving local markets. Scale provides advantages in national account coverage, fleet procurement, and operational efficiency through route density, but also creates fixed cost structures that require consistent utilization to generate target returns.

Debtors and Corporate Structure

The chapter 11 filing encompasses 22 debtors—the parent company and 21 affiliated entities—reflecting the corporate complexity that accumulated through the acquisition-fueled growth strategy.

Debtor entities. The filing includes United Site Services, Inc. and 21 affiliated entities that comprise the operating platform:

The holding company structures—particularly the "PECF" entities—reflect Platinum Equity's fund architecture, with intermediate holdings providing liability segregation and capital structure flexibility. The operating companies and regional subsidiaries represent the locations and customer relationships that generate revenue and serve the 75,000+ customer base.

Joint administration. The 22 debtors are jointly administered under the lead case, streamlining court proceedings while maintaining separate estates for asset and liability tracking. Joint administration reduces administrative costs and provides unified representation before the court while preserving the separate legal status of each debtor entity for creditor claims and distributions.

Key Timeline

Implications for Private Equity and Restructuring

The USS bankruptcy offers lessons for private equity sponsors, lenders, and restructuring professionals navigating similar situations.

Buy-and-build leverage dynamics. The case illustrates the risks inherent in acquisition-fueled growth strategies where each transaction adds debt without corresponding deleveraging from organic cash generation. Platinum Equity's execution was successful by traditional private equity metrics—revenue doubled, EBITDA tripled, market position strengthened—but the capital structure accumulated debt faster than cash flow capacity expanded. The continuation fund structure extended the ownership period but did not impose the discipline that a sale or IPO might have required to right-size leverage. For sponsors considering continuation vehicles, the USS outcome suggests that operational success is insufficient without capital structure management.

Prepackaged restructuring efficiency. The prepackaged structure demonstrates the benefits of consensual restructuring for overleveraged companies with viable operations. By obtaining RSA support from 75%+ of eligible creditors before filing, USS compressed the expected timeline to 45-60 days rather than 12-18 months, reduced professional fees, limited management distraction, and preserved customer and vendor confidence. The full payment to trade creditors—while diluting or eliminating equity—maintains operational continuity that maximizes recovery for all stakeholders. For similarly situated companies, the USS approach offers a template for navigating leverage challenges without operational disruption.

Rights offering capital formation. The $480 million rights offering represents the largest component of new capital and reflects the growing prevalence of rights offerings in chapter 11 cases. By allowing creditors to purchase equity at a discount, rights offerings align incentives between debt-to-equity conversion recipients and new capital providers while simplifying plan negotiations. The research indicating 40% higher creditor recoveries in rights offering cases—and 87% usage by asset size in 2019—suggests the mechanism has become standard for significant restructurings. For lenders negotiating restructuring terms, rights offering participation offers potential upside beyond debt-to-equity conversion.

Frequently Asked Questions

Why did United Site Services file for bankruptcy?

United Site Services filed for chapter 11 after accumulating approximately $2.8 billion in funded debt through an aggressive acquisition strategy under Platinum Equity's eight-year ownership. While the 45+ acquisitions since 2017 built the nation's largest portable sanitation provider with 140+ locations, 75,000+ customers, and 300,000+ inventory items, the debt burden became unsustainable relative to operating cash flows. The prepackaged filing—supported by an RSA with over 75% of eligible creditors—allows for orderly deleveraging by converting $2.4 billion of second-out term loans to equity while paying trade creditors in full.

What is a prepackaged bankruptcy?

In a prepackaged bankruptcy, the debtor negotiates and obtains creditor approval for a plan of reorganization before filing the chapter 11 petition. USS secured an RSA with over 75% of eligible creditors before filing, allowing for an expedited confirmation timeline—typically 45-60 days rather than the 12-18 months common in contested cases. Prepackaged filings reduce professional fees, limit management distraction, and minimize operational disruption because the restructuring terms are already agreed. The structure is particularly effective for overleveraged companies with viable operations and aligned creditor interests.

Will vendors and suppliers be paid?

Yes. Under the RSA, vendors, landlords, and general unsecured creditors will be paid in full with 100% recovery. This treatment preserves trade relationships critical to ongoing operations—portable sanitation providers depend on equipment manufacturers, fuel suppliers, and service vendors who need confidence in payment continuity. The full payment structure is unusual in many chapter 11 cases but reflects the prepackaged nature of the proceeding and the desire to maintain operational continuity during the restructuring.

What happens to Platinum Equity's ownership?

Platinum Equity's existing equity will be diluted or eliminated as lenders convert approximately $2.4 billion of second-out term loans to equity in the reorganized company. Platinum acquired USS in August 2017 and owned the company for approximately eight years, during which revenue doubled and EBITDA tripled through aggressive acquisitions. The continuation fund formed in December 2021 with Fortress Investment and Landmark Partners extended the ownership period but could not prevent the debt burden from requiring restructuring. Post-emergence, the lending group will control the reorganized company.

What is the DIP financing?

USS secured $120 million in debtor-in-possession financing from Ad Hoc Lender Group members to fund operations through the bankruptcy process. The DIP provides working capital for continued equipment purchases, fleet maintenance, payroll, and other operating expenses while the confirmation process advances. In prepackaged cases, DIP facilities are typically smaller relative to company size because the expedited timeline—45-60 days rather than 12-18 months—reduces cash consumption during the case.

What is the exit financing package?

The RSA contemplates $1.1 billion in total new capital including: a $480 million equity rights offering from existing financial stakeholders, a $300 million exit term loan from existing lenders, a $195 million 5-year ABL facility, and a $100 million 5-year revolving credit facility. This package provides liquidity for emergence and establishes a sustainable long-term capital structure with appropriate leverage levels for the company's operating profile. The rights offering allows creditors to purchase equity at a discount, aligning incentives between debt-to-equity conversion recipients and new capital providers.

How large is United Site Services?

USS is the nation's largest provider of portable sanitation and site services, operating 140+ locations coast-to-coast with 300,000+ inventory items including 200,000+ portable restrooms. The company serves 75,000+ current customers and performs 20+ million services annually across construction, events, government, and disaster response markets. Core services include porta potty rentals, restroom trailers, temporary fencing, roll-off dumpsters, holding tanks, and portable sinks. The company was founded in 1999 and has been headquartered in Westborough, Massachusetts since inception.

What is a rights offering in bankruptcy?

A rights offering allows creditors to purchase equity in the reorganized company at a discount, providing capital while simplifying bargaining over recoveries and plan distributions. USS's $480 million rights offering is committed by existing financial stakeholders who will become equity holders in the reorganized company. Research indicates rights offerings increase total creditor recoveries by approximately 40% compared to cases without rights offerings, and the mechanism was used in 87% of bankruptcies by asset size in 2019. The structure aligns incentives between existing creditors and new capital providers.

Who are the affiliated debtors?

The filing includes 22 debtors total—USS parent and 21 affiliated entities including holding companies such as PECF USS Intermediate Holding II Corporation and PECF USS Intermediate Holding III Corporation, operating companies such as United Site National Services Company and United Site Services of Maryland, Inc., and acquired entities such as Northeast Sanitation, Inc. and Vortex Opco, LLC. The entities are jointly administered under the lead case while maintaining separate estates for asset and liability tracking.

What is the current case status?

The case was filed on December 29, 2025, and is in its earliest stages with first day motions pending. Given the prepackaged structure with RSA support from over 75% of eligible creditors, an expedited confirmation timeline is expected—typically 45-60 days for prepackaged chapter 11 cases. Milbank LLP serves as debtor legal counsel, PJT Partners as investment banker, Alvarez & Marsal as financial advisor, and FTI Consulting as communications advisor. The Ad Hoc Lender Group is advised by Akin Gump Strauss Hauer & Feld LLP as legal counsel and Centerview Partners LLC as financial advisor.

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