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Target Hospitality Closes Upsized $298M Secondary Share Sale

The Woodlands, Texas – September 16, 2026 -- Target Hospitality Corp. (Nasdaq: TH) has closed an upsized secondary offering of 16,100,000 shares of common stock at $18.50 per share, after underwriters fully exercised their option to purchase an additional 2,100,000 shares on top of the original 14,000,000-share deal.

Selling stockholders linked to TDR Capital LLP monetize a 16.1 million-share stake

The shares were sold by Arrow Holdings S.à r.l. and MFA Global S.à r.l., entities controlled by TDR Capital LLP acting as investment fund manager. At $18.50 per share, the total offering, inclusive of the upsized option, was valued at roughly $297.9 million. Target Hospitality did not sell any shares in the transaction and received no proceeds from the offering.

Company repurchases 1.69 million shares for treasury, funded via cash and credit facility

Concurrent with the offering, Target Hospitality bought 1,693,599 shares from the underwriters at the same $18.50-per-share price paid to the selling stockholders, a transaction valued at approximately $31.3 million. The company funded the buyback using cash on hand combined with borrowings under its ABL Credit Facility. The repurchased shares will be held as treasury stock.

Morgan Stanley, Deutsche Bank and J.P. Morgan lead a six-bank underwriting syndicate

Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC served as book-running managers for the offering, with Northland Securities, Oppenheimer & Co. and Texas Capital Securities acting as co-managers. The transaction was executed 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.

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