21. Stockholders’ Equity

Common Stock

As of December 31, 2019, Target Hospitality had 105,254,929 shares of Common Stock, par value $0.0001 per share issued and 100,840,162 outstanding. Each share of Common Stock has one vote, except the voting rights related to the 5,015,898 of Founder Shares placed in escrow have been suspended subject to release pursuant to the terms of the Earnout Agreement, as discussed in Note 3.

Preferred Shares

Target Hospitality is authorized to issue 1,000,000 preferred shares at $0.0001 par value. As of December 31, 2019, no preferred shares were issued and outstanding.

Warrants

On January 17, 2018, PEAC sold 32,500,000 units at a price of $10.00 per unit (the “Units”) in its initial public offering (the “Public Offering”), including the issuance of 2,500,000 Units as a result of the underwriters’ partial exercise of their overallotment option. Each Unit consisted of one Class A ordinary share of PEAC, par value $0.0001 per share (the “Public Shares”), and one-third of one warrant to purchase one ordinary share (the “Public Warrants”).

Each Public Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. If upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will upon exercise, round down to the nearest whole number, the number of shares to be issued to the Public Warrant holder. Each Public Warrant became exercisable 30 days after the completion of the Business Combination.

On January 17, 2018, Platinum Eagle Acquisition LLC, a Delaware limited liability company (the “Sponsor”), Harry E. Sloan, Joshua Kazam, Fredric D. Rosen, the Sara L. Rosen Trust and the Samuel N. Rosen 2015 Trust, purchased from PEAC an aggregate of 5,333,334 warrants at a price of $1.50 per warrant (for an aggregate purchase price of $8.0 million) in a private placement (the “Private Placement Warrants”) that occurred simultaneously with the completion of the Public Offering. Each Private Placement Warrant entitles the holder to purchase one share of common stock at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering and was held in the Trust Account until the closing of the Business Combination. The Private Placement Warrants (including the shares of Common Stock issuable upon exercise of the Private Placement Warrants) were not transferable, assignable or salable until 30 days after the closing date of the Business Combination, and they are non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants (as defined above). Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants and have no net cash settlement provisions.

As of December 31, 2019, the Company had 16,166,650 warrants issued and outstanding with the same terms as described above.

Common Stock in Treasury

On August 15, 2019, the Company's board of directors approved the 2019 Share Repurchase Program (“2019 Plan”), authorizing the repurchase of up to $75.0 million of our Common Stock from August 30, 2019 to August 15, 2020. During the year ended December 31, 2019, the Company repurchased 4,414,767 shares of our Common Stock for an aggregated price of approximately $23.6 million. As of December 31, 2019, the 2019 Plan had a remaining capacity of approximately $51.4 million.

2018 and 2017 Equity

AHS and affiliates contributed $103.3 million of cash during 2018 to Arrow, which was used by Bidco to partially fund the acquisition of Signor discussed in Note 4. This contribution is reflected in the consolidated statement in changes in stockholders’ equity as a contribution. The sole member of Target Parent made a capital contribution of approximately $217 million in December of 2018, which was used to pay off the affiliate notes and related accrued interest discussed in Note 12. Additionally, during 2018, as discussed in Note 19, Target Parent was repaid amounts and incurred charges from affiliates amounting to approximately $26.3 million. Such amounts were treated as contributions to Target Parent. Also, during 2018, as discussed in Note 19, Target Parent recharged affiliates for certain services performed and also paid debt on behalf of affiliates, which were both treated as capital distributions and totaled approximately $26.3 million. Refer to table below for summary of activity within the equity of the Company for 2018 and 2017:


Capital contributions	2018		2017
Contribution to Signor Parent	$	103,338	$	—
Contribution to Target Parent		243,372		—
Current taxes payable		—		2,835
Deferred taxes on intra-entity transfer		—		10,372
Corporate costs		—		1,020
Contribution of chard		—		4,116
Total capital contributions (a)	$	346,710	$	18,343

Distribution to affiliate		(26,738)		(23,561)
Forgiveness of related party receivables and payables, net		—		(171,747)
Liability transfer from affiliate, net		—		(9,257)
Net contribution (distributions) to affiliates	$	319,972	$	(186,222)

(a) Total capital contributions in 2017 are non-cash financing activities

	2018		2017
Capital Contributions
Capital contributions from affiliates	$	—	$	125,593
Total capital contributions	$	—	$	125,593

Affiliate note payable incurred for Target Acquisition		—		(221,000)
Cash paid for acquisition of Target		—		(5,640)
Net distributions upon Restructuring	$	—	$	(101,047)

As discussed in Note 1, during 2017, the Company offset and extinguished notes with affiliates in a restructuring transaction under common control. Additionally, as part of the Restructuring, an affiliate note payable was incurred and cash was paid to an affiliate as part of the acquisition of net assets of Target and transaction costs were paid by the Company on behalf of its affiliates, which is reflected in the above schedules as reductions of equity. The acquisition price paid by Target Parent for Target was approximately $226.6 million in the form of cash of approximately $5.6 million (reported as a distribution to affiliate in the above table) and debt of $221 million (reported as an affiliate note payable in the above table).

The amount paid by Target Parent exceeded the carrying amount of the net assets of Target by approximately $60.7 million. However, for accounting purposes, as Target Parent was not formed until September 2017, Target is treated as a predecessor and therefore this transaction was reflected as the receipt by Target of the net assets of Target Parent.