STOCK TITAN

Target Hospitality (NASDAQ: TH) closes $660M ABL, boosts liquidity

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Target Hospitality Corp., through subsidiary Arrow Bidco, entered into a new senior secured asset-based revolving credit facility providing up to $660 million in borrowing capacity. On the July 24, 2026 closing date, $65.7 million was drawn to repay and terminate the prior credit facility and pay related fees.

The new ABL facility has a five-year term, with borrowing availability determined by a borrowing base tied to eligible accounts receivable, rental equipment and qualified cash, net of reserves. It includes sublimits of $100 million for letters of credit and $50 million for swingline loans, plus an accordion feature that can increase total commitments to $850 million, subject to lender commitments and other conditions.

Borrowings bear interest at SOFR- or base-rate benchmarks plus an initial margin of 2.50% for term and RFR loans and 1.50% for base-rate loans, with margins thereafter ranging from 2.25%–3.00% and 1.25%–2.00% based on Arrow Bidco’s Total Leverage Ratio. The facility is guaranteed by the company and material subsidiaries, secured by a first-priority lien on substantially all of their assets, and requires compliance with quarterly-tested leverage and coverage covenants along with customary negative covenants.

Positive

  • None.

Negative

  • None.

Filing Explained

The refinancing closed on July 24, and the accompanying release states that the new facility reduces borrowing costs by up to 250 basis points versus the previous facility, adding a disclosed pricing benefit to the refinancing.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New ABL Facility Size $660 million Aggregate principal amount of the senior secured asset-based revolving credit facility
Initial Borrowing at Closing $65.7 million Drawn on July 24, 2026 to repay the existing credit facility and pay fees
Previous Revolving Credit Facility $175 million Size of Target Hospitality’s prior senior secured revolving credit facility replaced by the ABL
Maximum Commitments with Accordion $850 million Ceiling on total commitments if the accordion feature is fully utilized
Letter of Credit Sublimit $100 million Maximum borrowing capacity available for letters of credit under the ABL facility
Swingline Loan Sublimit $50 million Maximum borrowing capacity available for swingline loans under the ABL facility
Reduction in Borrowing Costs Up to 250 basis points Stated reduction in borrowing costs versus the previous facility
Key Financial Covenants 2.50:1.00 / 3.00:1.00 / 4.00:1.00 Fixed charge coverage, first lien secured leverage, and total leverage ratio thresholds
asset-based revolving credit facility financial
"entered into an ABL Credit Agreement ... providing for a senior secured asset based revolving credit facility"
A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.
Borrowing Base financial
"The Borrowing Base is, at any time of determination, an amount (net of Reserves) equal to the sum of"
A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.
fixed charge coverage ratio financial
"requires the Borrowers to maintain (i) a minimum fixed charge coverage ratio of 2.50:1.00"
A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.
first lien secured leverage ratio financial
"a maximum first lien secured leverage ratio of 3.00:1.00 (stepping down to 2.50:1.00)"
Total Leverage Ratio financial
"pricing will vary based on Arrow Bidco’s Total Leverage Ratio, with applicable margins ranging from"
Payment Conditions financial
"including, in certain cases, satisfaction of Payment Conditions requiring minimum excess availability"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What new credit facility did Target Hospitality (TH) secure?

Target Hospitality secured a new senior secured asset-based revolving credit facility providing up to $660 million of borrowing capacity. The facility is structured as a revolving line of credit to support working capital, capital expenditures and general corporate purposes within agreed limits.

How does the new $660 million facility compare to Target Hospitality’s (TH) previous credit line?

The new ABL facility replaces Target Hospitality’s prior $175 million senior secured revolving credit facility. Committed borrowing capacity now stands at $660 million, subject to borrowing base availability, nearly quadrupling the size of the company’s revolving credit commitments.

What are the key terms and pricing of Target Hospitality’s (TH) new ABL facility?

The ABL facility has a five-year term and borrowings bear interest at SOFR or a base rate plus an applicable margin. Initial margins are 2.50% for term and RFR loans and 1.50% for base-rate loans, later ranging from 2.25%–3.00% and 1.25%–2.00% based on leverage.

How can Target Hospitality (TH) use the proceeds from the new ABL facility?

Proceeds from the new facility may be used to finance working capital needs and general corporate purposes for Arrow Bidco and its restricted subsidiaries. Permitted uses include capital expenditures and other purposes that are not prohibited under the ABL Credit Agreement’s covenants.

What financial covenants apply under Target Hospitality’s (TH) new credit agreement?

The facility requires a minimum fixed charge coverage ratio of 2.50:1.00, a maximum first lien secured leverage ratio of 3.00:1.00 (stepping down later), and a maximum total leverage ratio of 4.00:1.00, all tested quarterly under defined methodologies.

Can Target Hospitality (TH) increase the size of its new ABL facility?

Yes. The agreement includes an accordion feature allowing commitments to increase so total commitments do not exceed $850 million. Any such increase is subject to lender commitments, borrowing base availability and other customary conditions specified in the credit agreement.
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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

 

 

Filing Exhibits & Attachments

5 documents