8-K
filed November 3, 2023, 7:59 PM ET
ticker TH
CIK 0001712189
debt
confidence high
sentiment positive
materiality 0.70
Target Hospitality Corp. (TH): debt financing — Arrow Bidco settles exchange of $181.4M 9.50% notes due 2024 for 10.75% notes due 2025
Target Hospitality Corp.
- $181.4M Existing Notes exchanged for new 10.75% Senior Secured Notes due June 15, 2025 plus $2.7M cash; $28.1M remain outstanding.
- New Notes mature June 2025 (accelerate to March 2024 if Existing Notes then outstanding); interest at 10.75% s.a. beginning March 15, 2024.
- Target Hospitality expects net-debt free balance sheet and total available liquidity exceeding $315M by year-end 2023.
- Bylaws amended: revised advance notice procedures for director nominations and stockholder proposals; gender-neutral terms adopted.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Target Hospitality Corp. incurred senior notes of approximately $181.4 million aggregate principal amount with Deutsche Bank Trust Company Americas at 10.75% per annum maturing June 15, 2025.
- Instrument
- senior notes
- Principal
- approximately $181.4 million aggregate principal amount
- Counterparty
- Deutsche Bank Trust Company Americas
- Rate
- 10.75% per annum
- Maturity
- June 15, 2025
- Event
- incurrence
Exact text from the filing
On November 1, 2023 (the “ Issue Date ”), Arrow Bidco, LLC (the “ Issuer ”), a wholly-owned indirect subsidiary of Target Hospitality Corp. (the “ Company ”), the guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee and as collateral agent (in such capacity, the “ New Notes Trustee ”), entered into an indenture (the “ New Notes Indenture ”) governing the Issuer’s 10.75% Senior Secured Notes due 2025 (the “ New Notes ”). As previously announced, on the Issue Date, approximately $181.4 million aggregate principal amount of the New Notes were issued as consideration for the exchange of the Issuer’s existing 9.50% Senior Secured Notes due 2024 (the “ Existing Notes ”) pursuant to the previously announced exchange offer (the “ Exchange Offer ”).
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Target Hospitality Corp. amended senior notes with Deutsche Bank Trust Company Americas.
- Instrument
- senior notes
- Counterparty
- Deutsche Bank Trust Company Americas
- Event
- amendment
Exact text from the filing
On November 1, 2023, the Issuer and Deutsche Bank Trust Company Americas, as trustee and as collateral agent (in such capacity, the “ Existing Notes Trustee ”), entered into a first supplemental indenture (the “ Supplemental Indenture ”) to the indenture, dated as of March 15, 2019 (as amended and supplemented from time to time, the “ Existing Notes Indenture ”), by and among the Issuer, the guarantors from time to time party thereto and the Existing Notes Trustee, governing the Existing Notes.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Target Hospitality Corp.: Adopted third amended and restated bylaws with changes to director nomination and proposal procedures, gender-neutral terms, and administrative updates (effective 2023-10-31).
- Change
- bylaw amendment
- Effective
- 2023-10-31
Exact text from the filing
On October 31, 2023, the Board of Directors (the “ Board ”) of the Company adopted and approved, effective immediately, the third amended and restated bylaws of the Company (as amended and restated, the “ Amended and Restated Bylaws ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Target Hospitality Corp. amended Supplemental Indenture with Deutsche Bank Trust Company Americas, as trustee and as collateral agent (effective 2023-11-01).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- Deutsche Bank Trust Company Americas, as trustee and as collateral agent
- Effective
- 2023-11-01
Exact text from the filing
On November 1, 2023, the Issuer and Deutsche Bank Trust Company Americas, as trustee and as collateral agent (in such capacity, the “ Existing Notes Trustee ”), entered into a first supplemental indenture (the “ Supplemental Indenture ”) to the indenture, dated as of March 15, 2019 (as amended and supplemented from time to time, the “ Existing Notes Indenture ”), by and among the Issuer, the guarantors from time to time party thereto and the Existing Notes Trustee, governing the Existing Notes.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Target Hospitality Corp. entered into New Notes Indenture with Deutsche Bank Trust Company Americas, as trustee and as collateral agent valued at approximately $181.4 million aggregate principal amount of the New Notes (effective 2023-11-01).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Deutsche Bank Trust Company Americas, as trustee and as collateral agent
- Value
- approximately $181.4 million aggregate principal amount of the New Notes
- Effective
- 2023-11-01
Exact text from the filing
On November 1, 2023 (the “ Issue Date ”), Arrow Bidco, LLC (the “ Issuer ”), a wholly-owned indirect subsidiary of Target Hospitality Corp. (the “ Company ”), the guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee and as collateral agent (in such capacity, the “ New Notes Trustee ”), entered into an indenture (the “ New Notes Indenture ”) governing the Issuer’s 10.75% Senior Secured Notes due 2025 (the “ New Notes ”).
View on SEC.gov
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