Carta vs Forge for a Freight Fleet Where the Equipment Liens Come First

Equipment loans on trucks, trailers, and reefer units typically give the lender a security interest in the specific asset financed, and that claim sits ahead of any shareholder's equity claim if the company were ever liquidated. That's not usually a problem day to day, but it does mean the number that matters for a buyback isn't your fleet's total book value, it's the unencumbered equity left after subtracting what's still owed against each financed unit.

Carta Liquidity is built for a reasonably standard cap table: common shares, maybe options, a company running a structured buyback at a set price. It doesn't have any view into your equipment financing, and it won't tell you what your real unencumbered equity is. If you use it, you still have to do the fleet-equity math yourself, or with your controller, before setting a price.

Forge exists to connect sellers of private shares with outside institutional and accredited buyers who already track specific companies, almost always recognizable venture-backed technology names. A freight or 3PL operation, however well run, is an asset-heavy, thin-margin business that isn't a category those buyers are watching, and there's no reason to expect a marketplace listing to produce interest where none already exists.

Pull a current payoff statement for every financed unit, subtract that from fair market value fleet-wide, and that's the real pool available to fund or back a buyback, not the fleet's sticker value. If the buyback itself needs financing on top of existing equipment debt, expect the rate to track the broader lending environment: prime has been running around 6.75% and the fed funds rate around 3.63%¹, which gives your lender conversation a real number to start from.

If the company uses factoring to smooth cash flow from freight receivables, check whether the factoring agreement includes any change-of-control or key-person provisions tied to the departing partner, the same way an equipment lender's loan documents might. Notify both equipment lenders and any factoring company early, even if formal consent isn't required, since an unexpected ownership change showing up in a routine review can trigger questions that slow down financing right when the company needs it most.

Plan for four to six weeks: one to two weeks to pull payoff statements and calculate real unencumbered equity across the fleet, one to two weeks to notify lenders and factoring companies and confirm no issues, and two weeks for documentation and closing. Fleets with equipment spread across many separate loans should budget toward the longer end, since pulling accurate payoff figures on dozens of units takes real time.

A fleet buyout typically moves through these stages:

1. Pull a current payoff statement for every financed unit and calculate real unencumbered equity across the fleet.
2. Notify equipment lenders and factoring companies, and confirm that no change-of-control or key-person provision causes a problem.
3. Prepare the transaction documents once the numbers and lender responses are settled, using Carta for the mechanics only if the cap table needs it.

The most common mistake is calculating a buyout price off the fleet's insured or book value instead of real unencumbered equity after liens. Say the fleet shows $2 million in book value, but $1.6 million of that is still owed across various equipment loans; a buyout priced against the $2 million figure overpays the departing partner relative to what's actually available to shareholders, and can strain the company's cash if it tries to fund that number.

Always price off the unencumbered figure, confirmed against current payoff statements, not book or insured value. Build a simple running schedule, updated monthly, that lists every financed unit, its current payoff balance, and its estimated market value side by side, so the real unencumbered-equity number is always current and available the moment a buyout conversation comes up, rather than something that has to be reconstructed from scratch under time pressure.

Negotiate a representation from the departing partner confirming the accuracy of the payoff statements and equipment condition disclosures used to calculate unencumbered equity, since a buyout priced on stale or inaccurate payoff figures can create a real dispute later if the true numbers come out differently. Pair that with an adjustment mechanism, a true-up within a defined window after closing, if the actual payoff figures at closing differ meaningfully from what was used to set the price.

Also address who's responsible for any equipment-related liability, an accident, a maintenance issue, a compliance violation, that arose before closing but surfaces afterward. A clear indemnity for pre-closing liabilities, with a defined survival period, protects the buyer from inheriting a problem the departing partner created but isn't around to answer for.