Item 1.01Item 1.01 - Entry into Material Agreement
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.