Who Set the Price on the $4 Billion Porta-Potty?

The company rents portable bathrooms. In 2021 it was worth $4 billion, its original owners sold out and walked away with about $2.6 billion in cash, and a fresh group of Wall Street buyers — Fortress, Ares, and Blackstone among them — stepped in at that price. Four years later, the same company was worth nothing to those newest owners: they were facing a combined loss of roughly $1.4 billion, and by March 2026 United Site Services had gone through a bankruptcy that erased the equity entirely.

None of that was the story. Portable-toilet rentals are a fine, boring, cash-generating business, and companies in them fail all the time. The story is the machinery that let the first set of owners get paid $2.6 billion for an asset that, four years later, wasn't worth $1.4 billion to the second set. That machinery — the private-equity "continuation fund" — is one of the most important things to understand about how modern private markets work, and this deal is the cleanest illustration of its central contradiction.

The same firm, on both sides of the trade

Here is what happened in 2021. Platinum Equity, a private-equity firm, had owned United Site Services (the largest U.S. portable-sanitation company, with roughly 350,000 portable restrooms) since 2017. By the normal rules of the game, it now had to return the company and its cash to the investors in the fund that had bought it — the fund had a set life span, and when it ended, the assets had to be sold and the proceeds handed back. A real sale, to a real third party, at a real price.

Platinum chose a different path. It created a new fund — the "continuation fund" — and sold United Site Services to it. This is the key move, so let me be plain about what it is: Platinum Equity sold the company from Platinum Equity's old fund to Platinum Equity's new fund. The seller and the buyer were the same firm. It is the financial equivalent of selling your house to yourself and telling the person you owe money to that you've paid them.

The deal valued the company at $4 billion. The investors in the old fund were given a choice: take cash and leave, or roll their stake into the new fund. Enough chose to leave that they collectively collected about $2.6 billion. The investors in the new fund — the ones who actually put up money at the $4 billion price — included Fortress Investment Group, Landmark Partners (an Ares affiliate), and Blackstone Strategic Partners.

Because the seller and buyer were the same firm, the $4 billion price was not the product of two genuinely opposing parties haggling. It was set by Platinum Equity, which stood on both ends of the trade. The standard safeguards are supposed to patrol that conflict: an independent "fairness opinion" saying the price is fair, and approval from the fund's advisory committee. They exist precisely because everyone knows the price is not being tested in a market. ("Best of both worlds," a Platinum partner called it — a chance to "monetize the value we have created over the past four years" while new investors got to back "the next stage of the company's growth.")

Where the risk goes

This is the part worth sitting with. In a continuation fund, the sale price is real in an accounting sense — it pays real cash to the departing investors, and it marks the company up to $4 billion for the new fund. But it does not settle the question of what the company is actually worth; it only relocates that question to someone else. The first set of owners got their $2.6 billion and is done. From that moment on, the people who had actually paid $4 billion were the ones holding all the risk.

The lenders did not stop there either. Note who ended up owning the risk: the equity buyers in 2021, but behind them the debt holders, and behind them again the final layer. When the equity gets wiped out in these deals, it is usually the creditors — in this case a group of private-credit lenders led by Clearlake and Searchlight — who are left to own the asset.

The crash and the reset

For a while the deal looked fine. But United Site Services sat on a heavy debt load through the whole arrangement, and its business depends on construction — which is roughly 70 percent of its revenue. Starting in 2024 the industry slumped, interest rates made the debt more expensive, and an attempt to fix the balance sheet out of court collapsed. By late 2025 the company was skipping interest payments and negotiating forbearance with its lenders.

Then the resolution arrived, and it is brutally literal about who stood where in the capital stack. In late December 2025 United Site Services filed a prepackaged Chapter 11 that eliminated about $2.4 billion of its roughly $2.8 billion in funded debt. The existing equity — both Platinum's original stake and the stakes of the 2021 continuation-fund buyers — got zero. The lenders took over in exchange for their debt, seeded the reorganized company with roughly $480 million of new equity, and the plan took effect in early March 2026. The people who had handed over real money for real bathrooms four years earlier were told their investment was gone.

The basic point is that a continuation fund lets a private-equity firm manufacture a liquidity event — and a payday for its original investors — out of a company it still controls, at a price it is largely free to set. The first investors' "exit" was not an exit from the risk; it was a transfer of the risk to whoever arrived last. In this case, the last people to arrive lost everything, and the people after them — the lenders — are the ones who now own the porta-potties.

This is not a story about anyone being dumb or evil. It is the machine working exactly as designed. The original owners wanted to be paid, and they were. The new buyers wanted a return and accepted a price set by the seller; that is their trade. The lenders wanted yield on a leveraged business, and they got the business. Every party acted rationally given its place in line. The only thing that was never true was the implicit claim that the $4 billion price was a market's view of the company's value.

And the arrangement is not exotic. Continuation funds have gone from a niche tool to a mainstay of private markets — GP-led deals now account for roughly half of all secondary-market activity, in a market that handled on the order of $160 billion in 2024. Which is to say: a fair amount of the "gains" and "liquidity" in private markets is now being produced by firms selling assets to themselves. That is a useful lens for any investor, because the money is real, the structure is growing, and someone is always left holding the residual. When one party sits on both sides of a trade, the best question you can ask is who set the price — and, more importantly, who is standing last.