--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-114293" form_type: "8-K" ticker: "TH" cik: "0001712189" company_name: "Target Hospitality Corp." filed_at: "2023-11-03T23:59:59+00:00" generated_at: "2026-06-08T22:33:46.081766+00:00" event_type: "debt" sentiment: "positive" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Arrow Bidco settles exchange of $181.4M 9.50% notes due 2024 for 10.75% notes due 2025 ## Summary - $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. ## SEC filing metadata - accession: 0001104659-23-114293 - form_type: 8-K - ticker: TH - cik: 0001712189 - company_name: Target Hospitality Corp. - filed_at: 2023-11-03T23:59:59+00:00 - event_type: debt - sentiment: positive - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 2.03, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1712189/000110465923114293/0001104659-23-114293-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1712189/000110465923114293/tm2329516d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-114293 - JSON: https://secwatch.observer/filing/0001104659-23-114293.json - Plain text: https://secwatch.observer/filing/0001104659-23-114293.txt ## Key facts - Debt Financings 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1712189/000110465923114293/0001104659-23-114293-index.htm - Debt Financings Target Hospitality Corp. amended senior notes with Deutsche Bank Trust Company Americas. - Instrument: senior notes - Counterparty: Deutsche Bank Trust Company Americas - Event: amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1712189/000110465923114293/0001104659-23-114293-index.htm - Governance Changes 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1712189/000110465923114293/0001104659-23-114293-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1712189/000110465923114293/0001104659-23-114293-index.htm - Material Agreements 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1712189/000110465923114293/0001104659-23-114293-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.