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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
July 24, 2026
TARGET HOSPITALITY CORP.
(Exact Name of Registrant as Specified in Its Charter)
| 001-38343 |
| (Commission File Number) |
| Delaware |
98-1378631 |
| (State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) |
9320 Lakeside Blvd., Suite 300
The Woodlands, TX 77381
(Address of principal executive offices, including zip code)
(800) 832-4242
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common stock, par value $0.0001 per share |
|
TH |
|
The Nasdaq
Capital Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On July 24, 2026 (the “Closing Date”),
in connection with the refinancing of its existing credit facility, Arrow Bidco, LLC (“Arrow Bidco”) and certain other
subsidiaries of Target Hospitality Corp. (the “Company”) entered into an ABL Credit Agreement, dated as of July 24,
2026 (the “ABL Credit Agreement”), that provides for a senior secured asset based revolving credit facility in the
aggregate principal amount of up to $660 million (the “New ABL Facility”). Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the ABL Credit Agreement. On the Closing Date, Arrow Bidco borrowed $65.7 million
to (a) repay in full all outstanding borrowings under the Company’s existing credit facility, which was subsequently terminated,
and (b) pay fees and expenses related to the New ABL Facility. The New ABL Facility matures five years after the Closing Date.
Borrowings under the New ABL Facility, at the
Borrowers’ option, bear interest at either (1) the Adjusted Term SOFR Rate, (2) Adjusted Daily Simple SOFR or (3) the
Alternate Base Rate, in each case plus an applicable margin. The applicable margin is initially set at 2.50% for Term Benchmark and RFR
borrowings and 1.50% for Alternate Base Rate borrowings. Following the first full fiscal quarter after the Closing Date, pricing will
vary based on Arrow Bidco’s Total Leverage Ratio, with applicable margins ranging from 2.25% to 3.00% for Term Benchmark and RFR
borrowings and from 1.25% to 2.00% for Alternate Base Rate borrowings.
The New ABL Facility provides borrowing availability
equal to the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base (the “Line Cap”).
The Borrowing Base is, at any time of determination,
an amount (net of Reserves) equal to the sum of:
| · | 85%
of the net book value of the Borrowers’ and the ABL Guarantors’ (collectively,
the “Loan Parties”) eligible accounts receivable; plus |
| · | 85%
of the net book value of the Loan Parties’ eligible unbilled accounts receivable (subject
to a cap of 5% of total eligible accounts receivable included in the Borrowing Base); plus |
| · | the
lesser of (i) 95% of the net book value of the Loan Parties’ eligible rental equipment
and (ii) 80% multiplied by the monthly net orderly liquidation value – in place
multiplied by the net book value of the Loan Parties’ eligible rental equipment; plus |
| | · | 25% of the net book value of the Loan Parties’ idle rental
equipment (subject to a cap of 7.5% of the total Borrowing Base); plus |
| · | 100%
of Qualified Cash (subject to a cap of 10% of the total Borrowing Base); minus |
| · | Reserves. |
Proceeds of the New ABL Facility can be used to
finance the working capital needs and for general corporate purposes of Arrow Bidco and its Restricted Subsidiaries in the ordinary course
of business, including Capital Expenditures, and for any other purpose not prohibited by the ABL Credit Agreement. The New ABL Facility
also includes borrowing capacity available for letters of credit of up to $100 million and for swingline loan borrowings of up to $50
million. Any issuance of letters of credit or making of a swingline loan will reduce the amount available under the New ABL Facility.
In addition, the New ABL Facility provides the
Borrowers with the option to increase commitments under the New ABL Facility in an aggregate amount such that total commitments do not
exceed $850 million, subject to certain conditions.
The obligations of the Borrowers under the New
ABL Facility and certain of their obligations under hedging arrangements and cash management arrangements are guaranteed by the Company
and each Material Subsidiary that is not an Excluded Subsidiary (together with the Company, the “ABL Guarantors”).
The New ABL Facility is secured by a first priority security interest in substantially all of the assets of the Borrowers and the ABL
Guarantors, including a pledge of the equity interests of their respective subsidiaries (in each case, subject to customary exceptions
and limitations set forth in the Collateral Documents).
The New ABL Facility requires the Borrowers to
maintain (i) a minimum fixed charge coverage ratio of 2.50:1.00, (ii) a maximum first lien secured leverage ratio of 3.00:1.00
(stepping down to 2.50:1.00 commencing with the fiscal quarter ending September 30, 2028) and (iii) a maximum total leverage
ratio of 4.00:1.00, in each case calculated in accordance with the definitions and methodologies set forth in the ABL Credit Agreement
and tested as of the last day of each fiscal quarter commencing with the first full fiscal quarter ending after the Closing Date.
The New ABL Facility also contains a number of
customary negative covenants. Such covenants, among other things, limit or restrict the ability of each of the Borrowers, their restricted
subsidiaries, and where applicable, the Company, to:
| · | incur
additional indebtedness and issue guarantees; |
| · | incur
liens on assets; |
| · | engage
in mergers, consolidations or fundamental changes; |
| · | sell
or dispose of assets; |
| · | pay
dividends, distributions or make other restricted payments and make certain payments of indebtedness; |
| · | make
investments, loans, advances, guarantees and acquisitions; |
| · | enter
into transactions with affiliates; |
| · | enter
into sale and leaseback transactions; |
| · | enter
into swap agreements; |
| · | enter
into certain restrictive agreements; |
| · | amend
material documents, including organizational documents and master lease documents; |
| · | create
or acquire additional subsidiaries; |
| · | change
the conduct of its business; and |
| · | enter
into supply chain financing arrangements and off-balance sheet financing. |
The aforementioned restrictions are subject to
certain exceptions including (i) the ability to incur additional indebtedness, liens, investments, restricted payments, and prepayments
of indebtedness subject, in each case, to compliance with certain financial metrics and certain other conditions (including, in certain
cases, satisfaction of “Payment Conditions” requiring minimum excess availability of the greater of 15% of the Line Cap and
$40 million, pro forma compliance with financial covenants, and the absence of any default or event of default) and (ii) a number
of other traditional exceptions that grant the Borrowers continued flexibility to operate and develop their businesses. The New ABL Facility
also contains certain customary representations and warranties, affirmative covenants and events of default.
The foregoing description of the New ABL Facility
is qualified in its entirety by reference to the full text of the New ABL Facility, a copy of which is attached to this Current Report
on Form 8-K as Exhibit 10.1, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01 Other Events
On July 27, 2026, the Company issued a press release announcing
its entry into the New ABL Facility, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Exhibit Description |
| 10.1 † |
|
ABL Credit Agreement,
dated as of July 24, 2026, by and among Arrow Bidco, LLC, the other Loan Parties party thereto, JPMorgan Chase Bank, N.A. as
administrative agent for itself and the other Secured Parties and each of the Revolver Lenders party thereto. |
| 99.1 |
|
Press Release dated
July 27, 2026. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
† The exhibits and schedules to this Exhibit have been
omitted in accordance with Regulation S-K Item 601(b)(10). The Registrant agrees to furnish supplementally a copy of all omitted
exhibits and schedules to the Securities and Exchange Commission upon its request.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
| |
Target Hospitality Corp. |
| |
|
| |
By: |
/s/ Heidi D.
Lewis |
| Dated: July 27, 2026 |
|
Name: Heidi D. Lewis |
| |
|
Title: Executive Vice President, General Counsel and
Secretary |
Exhibit 99.1
Target Hospitality Announces New $660 Million
Credit Facility,
Significantly Expanding Liquidity and Lowering Cost of Capital to
Support Strategic Growth
THE WOODLANDS, Texas, July 27, 2026
(PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ:
TH), one of North America’s largest providers of vertically integrated modular accommodations and value-added hospitality services,
today announced the closing of a new $660 million asset-based revolving credit facility (the “ABL Facility”). The ABL Facility
significantly strengthens the Company's liquidity position, extends its debt maturity profile and enhances financial flexibility as Target
continues to pursue an active commercial pipeline representing more than 20,000 beds, driven by sustained development activity across
high-value end markets.
The ABL Facility replaces Target's previous $175
million senior secured revolving credit facility (the “Previous Facility”), nearly quadrupling the Company's committed borrowing
capacity to $660 million, subject to borrowing base availability, to support strategic growth initiatives and general corporate purposes.
The ABL Facility has a five-year term maturing in July 2031 and includes an accordion feature providing for up to $190 million of
incremental commitments, which could increase total committed borrowing capacity to $850 million, subject to lender commitments, customary
conditions, and borrowing base availability.
Borrowings under the new ABL Facility are expected
to bear interest at Term SOFR plus 2.25% to 3.00%, depending on the Company’s Total Leverage Ratio.
The new ABL Facility represents a reduction in
borrowing costs of up to 250 basis points compared to the Previous Facility, meaningfully lowering Target's cost of capital, enhancing
expected returns on incremental growth investments, and supporting a disciplined balance sheet.
"The closing of our new ABL Facility marks
an important step in the evolution of Target's capital structure," said Jason Vlacich, Chief Financial Officer of Target Hospitality.
"This facility significantly increases our committed capacity, extends our debt maturity profile and meaningfully lowers our cost
of capital. The size of the commitments extended by both new and existing lenders, and the terms we secured, reflect the durability of
our contracted revenue base and confidence in our growth strategy. Combined with internally generated cash flow, this facility provides
substantial flexibility to capitalize on the largest commercial pipeline in our history across high-value end markets with durable, long-term
demand, while maintaining a disciplined and resilient financial position."
The ABL Facility was arranged by JPMorgan Chase
Bank, N.A., acting as Administrative Agent, with JPMorgan Chase Bank, N.A., PNC Bank, National Association, and Wells Fargo Bank, National
Association serving as Joint Lead Arrangers and Joint Bookrunners. Morgan Stanley and Huntington Bank served as Documentation Agents.
Deutsche Bank AG and First National Bank of Omaha also participated as lenders in the ABL Facility.
Additional details regarding the ABL Facility
will be available in the Company's Current Report on Form 8-K to be filed with the Securities and Exchange Commission.
About Target Hospitality
Target Hospitality is one of North America’s
largest providers of vertically integrated specialty rental modular accommodations and full-service value-added hospitality solutions
in the United States. Target builds, owns and operates a customized and growing network of communities for a range of end users through
a full suite of value-added solutions including premium catering and food services, maintenance, housekeeping, grounds-keeping, concierge,
laundry services, logistics, security, recreational facilities services, community management, and community design and construction.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements made in this press release
are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects,"
"anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may,"
"will," "should," "future," "propose" and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements
are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions
and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:
operational, economic, including inflation, political and regulatory risks; our ability to effectively compete in the specialty rental
accommodations and hospitality services industry, including growing the Workforce Hospitality Solutions segment; our ability to execute,
expand, and manage WHS projects supporting critical mineral development, power generation, and data center infrastructure projects; our
ability to achieve margin improvement through the effective servicing of contracts in our WHS segment; effective management, utilization,
and performance, of our communities (including workforce hubs); natural disasters and other business disruptions including outbreaks of
epidemic or pandemic disease; the duration of any future public health crisis, related economic repercussions and the resulting negative
impact to global economic demand; the effect of changes in state building codes on marketing our buildings; changes in demand within a
number of key industry end-markets and geographic regions, including natural resources, critical minerals, and data center/AI infrastructure;
changes in customer capital spending, project schedules, or end-user demand that may result in delays, non-renewals, or cancellations
of contracts, including the contract that is terminable for convenience in the Government segment; our reliance on third party manufacturers,
suppliers and service providers; our ability to attract and retain key personnel and maintain workforce availability for specialized hospitality
and construction operations; increases in raw material, food, labor or other operating costs; the effect of impairment charges on our
operating results; our future operating results fluctuating, failing to match performance or to meet expectations; our exposure to various
possible claims and the potential inadequacy of our insurance coverage; unanticipated changes in our tax obligations; our obligations
under various laws and regulations, including those applicable to government contracts; the effect of litigation, judgments, orders, regulatory
or customer bankruptcy proceedings on our business; our ability to successfully acquire and integrate new operations; global, national
or local economic and political developments, including any changes in policy under the current or any future U.S. presidential administrations;
federal government budgeting and appropriations; our ability to manage credit risk and collect on our accounts receivable; our ability
to fulfill Target Hospitality’s public company obligations; cybersecurity threats, incidents, or failures of our management information
systems; and risks related to our liquidity, access to capital markets, and obligations under existing or future debt agreements, including
compliance with financial covenants. We undertake no obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by law.
Investor Contact
Mark Schuck
(832) 702 – 8009
ir@targethospitality.com