The Woodlands, Texas – September 12, 2026 -- Target Hospitality Corp. (Nasdaq: TH) launched an underwritten secondary offering of 13,000,000 shares of common stock on behalf of its controlling investor group, while simultaneously committing to repurchase up to $30,000,000 of stock from the deal's underwriters.
TDR Capital-linked entities sell 13 million shares in secondary offering
The shares are being sold by Arrow Holdings S.à r.l. and MFA Global S.à r.l., both controlled by TDR Capital LLP acting as investment fund manager. Target Hospitality is not issuing any new shares and will not receive proceeds from the offering. Underwriters have been granted a 30-day option to purchase up to an additional 1,950,000 shares.
Company to repurchase $30 million of stock concurrently with offering close
Subject to completion of the offering, Target Hospitality will buy back shares from the underwriters at the same price paid to the selling stockholders, up to an aggregate $30,000,000 purchase price. The repurchase is expected to close concurrently with the offering and will be funded through cash on hand combined with borrowings under the company's ABL Credit Facility. Shares acquired will be held as treasury stock.
Morgan Stanley, Deutsche Bank and J.P. Morgan lead the transaction
Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are acting as book-running managers. The offering is being conducted under an effective shelf registration statement on Form S-3, originally filed with the SEC on April 10, 2019 and declared effective on May 16, 2019.
The transaction reduces TDR Capital's stake in the modular accommodations and hospitality services provider while allowing Target Hospitality to absorb a portion of the sold shares into treasury, offsetting dilution from the block sale.