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Target Hospitality Corp. (Nasdaq: TH) said it has priced its previously announced underwritten secondary offering of 7,000,000 shares of its common stock, sold by Arrow Holdings S.à r.l. and MFA Global S.à r.l. (entities controlled by TDR Capital LLP). The shares were priced at $14.00 per share, for total gross proceeds to the selling stockholders of approximately $98,000,000, before underwriting discounts and commissions. Target Hospitality will not receive any proceeds from the sale.
The offering is expected to close on April 23, 2026, subject to customary closing conditions. The selling stockholders have also granted the underwriters a 30-day option to purchase up to an additional 1,050,000 shares of common stock.
Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. are acting as book-running managers. Northland Securities, Inc., Oppenheimer & Co. Inc, Stifel, Nicolaus & Company, Incorporated and Texas Capital Securities are acting as co-managers.
The offering is being made pursuant to an effective shelf registration statement on Form S-3, including a base prospectus, initially filed with the SEC on April 10, 2019 and declared effective on May 16, 2019. The offering will be made only by means of a prospectus supplement and the accompanying prospectus that form part of the registration statement.
A preliminary prospectus supplement and the accompanying prospectus will be filed with the SEC and will be available on the SEC’s website. Copies of the final prospectus supplement and accompanying prospectus, when available, may be obtained from Morgan Stanley & Co. LLC (Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014) and Deutsche Bank Securities Inc. (Attn: Prospectus Department, 1 Columbus Circle, New York, NY 10019), including by telephone at (800) 503-4611 or by email at [email protected].
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the company, nor shall there be any sale of securities in any state or jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws.
Certain statements in the release are forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including operational and economic risks (including inflation), political and regulatory risks, competitive pressures in the specialty rental accommodations and hospitality services industry, and factors such as natural disasters, public health crises, changes in building codes, shifts in demand across end-markets and geographies, reliance on third-party manufacturers and suppliers, raw material and labor cost increases, impairment charges, litigation and regulatory outcomes, and the company’s ability to refinance debt on favorable terms and meet debt service obligations. The company does not undertake an obligation to update or revise forward-looking statements except as required by law.
Investor Contact: Mark Schuck, (832) 702-8009, [email protected]
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