Target Hospitality Corp. filed SEC Form 8-K: Termination of a Material Definitive Agreement

$TH
Hotels/Resorts
Consumer Discretionary
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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): March 25, 2025


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, Texas 77381
(Address of principal executive offices, including zip code)

(832) 709-2563
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(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
THCommon stock, par value $0.0001 per share

TH

NASDAQ

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. ☐


1

Item 1.02
Termination of a Material Definitive Agreement.

Effective as of March 25, 2025 (the “Redemption Date”), Arrow Bidco, LLC (the “Issuer”), a wholly-owned indirect subsidiary of Target Hospitality Corp., redeemed all $181,446,000 in aggregate principal amount outstanding of its 10.75% Senior Secured Notes due 2025 (the “Redemption”) at a redemption price equal to 101.000% of the principal amount thereof plus accrued and unpaid interest to but not including the Redemption Date, and the indenture dated as of November 1, 2023, by and among the Issuer, the guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent, was terminated. The Issuer funded the Redemption using proceeds available from cash on hand and borrowings under the Issuer’s ABL credit facility.

2


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: March 25, 2025
 
Name: Heidi D. Lewis
 
 
Title: Executive Vice President, General Counsel and Secretary
 
 





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