UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 11, 2024 (June 10, 2024)


TARGET HOSPITALITY CORP.
(Exact Name of Registrant as Specified in Its Charter)


001-38343
(Commission File Number)

Delaware
98-1378631
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

9320 LAKESIDE BLVD., SUITE 300
THE WOODLANDS, Texas 77381
(Address of principal executive offices, including zip code)

(832) 709-2563
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
THCommon stock, par value $0.0001 per share

TH

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


1

Item 8.01
Other Events.

On June 10, 2024, Target Hospitality Corp. issued a press release to provide a business update on its South Texas Family Residential Center located in Dilley, Texas. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
Exhibit Description

99.1




2

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
Target Hospitality Corp.
 
 
 
By:
/s/ Heidi D. Lewis
Dated: June 11, 2024
 
Name: Heidi D. Lewis
 
 
Title: Executive Vice President, General Counsel and Secretary
 
 





3
Exhibit 99.1

Target Hospitality Provides Update on South Texas Family Residential Center Located in Dilley Texas


THE WOODLANDS, Texas, June 10, 2024 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically integrated modular accommodations and value-added hospitality services, today received notice that the U.S. government intends to terminate the existing South Texas Family Residential Center (“STFRC”) services agreement with Target’s migrant programming partner (“STFRC Partner”), effective in 60 days, or on or about August 9, 2024 (“Effective Date”).

As a reminder, Target provides facility and hospitality solutions to the STFRC Partner, through a lease and services agreement (“STFRC Contract”) utilizing Target’s owned modular assets.  The STFRC Partner has provided notice to Target of their intention to terminate the STFRC Contract concurrent with the Effective Date.

Target will retain ownership of these assets enabling the Company to continue utilizing these modular solutions to support customer demand across its existing operating segments and other potential growth opportunities.
Given the notice of termination was received today, and the remaining operational logistics associated with the notice, Target intends to provide operational and financial updates giving effect to the termination prior to June 30, 2024.

About Target Hospitality

Target Hospitality is one of North America’s largest providers of vertically integrated modular accommodations and value-added hospitality services in the United States. Target builds, owns and operates a customized and growing network of communities for a range of end users through a full suite of value-added solutions including premium food service management, concierge, laundry, logistics, security and recreational facilities services.

Cautionary Statement Regarding Forward Looking Statements
Certain statements made in this press release (including the financial outlook contained herein) are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: operational, economic, including inflation, political and regulatory risks; our ability to effectively compete in the specialty rental accommodations and hospitality services industry, including growing the HFS – South and Government segments; effective management of our communities; natural disasters and other business distributions including outbreaks of epidemic or pandemic disease; the duration of any future public health crisis, related economic repercussions and the resulting negative impact to global economic demand; the effect of changes in state building codes on marketing our buildings; changes in demand within a number of key industry end-markets and geographic regions; changes in end-market demand requirements including variable occupancy levels associated with subcontracts in the Government segment; our reliance on third party manufacturers and suppliers; failure to retain key personnel; increases in raw material and labor costs; the effect of impairment charges on our operating results; our future operating results fluctuating, failing to match performance or to meet expectations; our exposure to various possible claims and the potential inadequacy of our insurance; unanticipated changes in our tax obligations; our obligations under various laws and regulations; the effect of litigation, judgments, orders, regulatory or customer bankruptcy proceedings on our business; our ability to successfully acquire and integrate new operations; global or local economic and political movements, including any changes in policy under the Biden administration or any future administration; federal government budgeting and appropriations; our ability to effectively manage our credit risk and collect on our accounts receivable; our ability to fulfill Target Hospitality’s public company obligations; any failure of our management information systems;  our ability to refinance debt on favorable terms and meet our debt service requirements and obligations; and risks related to our outstanding obligations in connection with the Senior Notes.  We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


Investor Contact
Mark Schuck
(832) 702 – 8009
ir@targethospitality.com

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Document and Entity Information
Jun. 10, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 10, 2024
Entity File Number 001-38343
Entity Registrant Name TARGET HOSPITALITY CORP.
Entity Central Index Key 0001712189
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 98-1378631
Entity Address, Address Line One 9320 LAKESIDE BLVD.
Entity Address, Address Line Two SUITE 300
Entity Address, City or Town THE WOODLANDS
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77381
City Area Code 832
Local Phone Number 709-2563
Title of 12(b) Security THCommon stock, par value $0.0001 per share
Trading Symbol TH
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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