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Arrow Bidco LLC - Exchange Offer & Consent Solicitation - Settlement

Arrow Bidco, LLC Announces Settlement of the Exchange Offer and Consent Solicitation in respect of its Senior Secured Notes; Further Optimizing Financial Flexibility and Liquidity Profile

01 NOVEMBER 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire


"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 Approximately $181.4 million of Existing Notes were validly tendered and not validly withdrawn as of the early exchange date and withdrawal deadline, which expired at 5:00 p.m., New York City time, on October 13, 2023, with no additional valid tenders of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."


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Arrow Bidco, LLC Announces Early Participation Results of the Exchange Offer and Consent Solicitation in respect of its Senior Secured Notes

16 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire


"THE WOODLANDS, Texas, Oct. 16, 2023 /PRNewswire/ -- Arrow Bidco, LLC (the "Issuer"), a Delaware limited liability company and an indirect subsidiary of Target Hospitality Corp. ("Target Hospitality") (NASDAQ: TH), today announced the initial results 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"), in each case, upon the terms and subject to the conditions described in the Confidential Offering Memorandum and Consent Solicitation Statement, dated September 29, 2023 (as it may be amended or supplemented, the "Offering Memorandum").


As of 5:00 p.m., New York City time, on October 13, 2023 (the "Early Exchange Date"), the Issuer had received valid and unrevoked tenders and related consents, as reported by D.F. King & Co., Inc. (the "Exchange Agent"), representing $181.4 million or 86.6% of the aggregate principal amount of Existing Notes outstanding. The Total Exchange Consideration (as defined in the Offering Memorandum) with respect to the Existing Notes tendered by the Early Exchange Date represents $181.4 million in aggregate principal amount of New Notes and $2.7 million in cash."



"In addition, as of the Early Exchange Date, the Issuer received the requisite number of consents in the concurrent Consent Solicitation from holders of the Existing Notes to adopt certain proposed amendments to the indenture, dated as of March 15, 2019 (as amended, supplemented or otherwise modified prior to the date of the Offering Memorandum, the "Existing Notes Indenture"), by and among the Issuer, the guarantors party thereto from time to time and Deutsche Bank Trust Company Americas, as trustee and collateral agent (the "Trustee"), governing the Existing Notes to eliminate substantially all of the restrictive covenants contained in the Existing Notes Indenture and the Existing Notes, eliminate certain events of default, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including certain provisions relating to future guarantors and defeasance, contained in the Existing Notes Indenture and the Existing Notes (the "Covenant Elimination"). Additionally, as of the Early Exchange Date, the Issuer received the requisite number of consents in the concurrent Consent Solicitation to adopt certain proposed amendments to the Existing Notes Indenture to release all of the collateral securing the Existing Notes (the "Collateral Release"). The Issuer plans to enter into a supplemental indenture with the guarantors party thereto and the Trustee to reflect the Covenant Elimination and the Collateral Release upon the consummation of the Exchange Offer on the Settlement Date (as defined below)."


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Arrow Bidco, LLC Announces Exchange Offer and Consent Solicitation in respect of its Senior Secured Notes

29 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire


"THE WOODLANDS, Texas, Sept. 29, 2023 /PRNewswire/ -- Arrow Bidco, LLC (the "Issuer"), a Delaware limited liability company and an indirect subsidiary of Target Hospitality Corp. ("Target Hospitality") (NASDAQ: TH), today announced that it has commenced (i) an 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 (ii) a solicitation of consents to certain proposed amendments to the indenture governing the Existing Notes (the "Consent Solicitation"), in each case, upon the terms and subject to the conditions described in the Confidential Offering Memorandum and Consent Solicitation Statement, dated September 29, 2023, (the "Offering Memorandum"). The primary purpose of the Exchange Offer is to improve the Issuer's maturity profile by extending the maturity date of the indebtedness represented by the Existing Notes from 2024 to 2025.


The following table summarizes certain terms of the Exchange Offer:


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