THE
WOODLANDS, Texas, Nov. 1, 2023
/PRNewswire/ -- Arrow Bidco, LLC (the "Issuer"), a Delaware limited liability company and an
indirect subsidiary of Target Hospitality Corp. ("Target
Hospitality", "Target", or the "Company") (NASDAQ: TH), today
announced the settlement of the previously announced offer to
exchange (the "Exchange Offer") any and all of its outstanding
9.50% Senior Secured Notes due 2024 (the "Existing Notes")
for cash and for the Issuer's new 10.75% Senior Secured Notes due
2025 (the "New Notes") and solicitation of consents to certain
proposed amendments to the indenture governing the Existing Notes
(the "Consent Solicitation).
The Exchange Offer expired at 5:00
p.m., New York City time,
on October 30, 2023 (the "Expiration
Date"). Approximately $181.4 million
of Existing Notes were validly tendered and not validly withdrawn
as of the early exchange date and withdrawal deadline, which
expired at 5:00 p.m., New York City time, on October 13, 2023, with no additional valid
tenders of Existing Notes received thereafter. In total,
approximately $181.4 million Existing
Notes were exchanged by the Issuer on November 1, 2023 (the "Settlement Date").
The completion of the Exchange Offer is a continuation of the
Company's focused commitment to strengthening its balance sheet,
while optimizing financial flexibility. Target anticipates
continued progress towards achieving a net-debt free balance sheet,
with total available liquidity in excess of $315 million by year-end 2023.
On the Settlement Date, the Issuer issued approximately
$181.4 million in New Notes and paid
approximately $2.7 million in cash to
eligible holders whose Existing Notes were accepted for exchange in
the Exchange Offer. Holders whose Existing Notes were accepted for
exchange also received a cash payment representing interest that
has accrued from the most recent interest payment date in respect
of the Existing Notes up to, but not including, the Settlement
Date.
BofA Securities, Inc served as lead dealer manager, Deutsche
Bank Securities Inc. served as senior co-dealer manager, TCBI
Securities, Inc. served as co-dealer manager and Allen & Overy
LLP served as legal counsel to the Issuer on this transaction.
Latham & Watkins LLP served as legal counsel to the dealer
managers. D.F. King & Co., Inc. served as the exchange agent on
this transaction.
This press release is for informational purposes only and is
neither an offer to buy nor a solicitation of an offer to sell any
of the New Notes or any other securities. The New Notes have not
been and will not be registered under the Securities Act and may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements. The New Notes have not been approved
or disapproved by any regulatory authority, nor has any such
authority passed upon the accuracy or adequacy of the offering
circular relating to the Exchange Offers and the New Notes.
Forward-Looking Statements
Certain statements made in this 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 the Issuer's control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements.
More information about potential
risks and uncertainties that could materially
affect our business
and results of operations is included in the
"Risk Factors" and "Forward-Looking Statements" sections of Target
Hospitality Corp.'s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2023, filed with the
Securities and Exchange Commission ("SEC") on August 9, 2023 and Target Hospitality Corp.'s
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on
March 10, 2023, as well as other
risks and uncertainties specified in the "Risk Factors" section of
the Offering Memorandum. You should not place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date they are made, and we undertake no obligation to
update them publicly or to revise them in light of new information
or future events.
About the Issuer
The Issuer is a Delaware
limited liability company that provides workforce housing and
hospitality solutions, as well as transportation and logistics
services in the United States. It
is a direct wholly-owned subsidiary of Topaz Holdings.
Contacts:
Mark Schuck
(832) 702 – 8009
ir@targethospitality.com
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SOURCE Target Hospitality