Target Hospitality Corp S-4, filed Nov 18, 2022

Target Hospitality Corp. (TH)

S-4 2022-11-18

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	About This Prospectus/Offer to Exchange					ii
	Cautionary Note Regarding Forward-Looking Statements					iii
	Summary					1
	Risk Factors					9
	The Offer					12
	Market Price, Dividends and Related Stockholder Matters					22
	Selected Financial Information					32
	Description of Capital Stock					33
	Legal Matters					39
	Experts					39
	Where You Can Find More Information					39

	Our Company			Target Hospitality Corp. is one of the largest vertically integrated specialty rental and hospitality services companies in North America. We have an extensive network of geographically relocatable specialty rental accommodation units with 16,825 beds across 29 communities, including two communities not owned or leased by the Company, in each case as of September 30, 2022. The majority of our revenues are generated under multi-year committed contracts which provide visibility to future earnings and cash flows. We believe our customers enter into contracts with us because of our differentiated scale and ability to deliver premier accommodations and in-house culinary and hospitality services across many key geographies in which they operate. Target Hospitality, though initially founded in 1978, began operating as a specialty rental and hospitality services company in 2006. Our company operates across the United States, primarily in the Southwest and the Midwest. We also own and operate the largest family residential center in the United States. Target Hospitality provides comprehensive turnkey solutions to customers’ unique needs, from the initial planning stages through the full cycle of development and ongoing operations. We provide cost-effective and customized specialty rental accommodations, culinary services and hospitality solutions, including site design, construction, operations, security, housekeeping, catering, concierge services and health and recreation facilities.
	Corporate Contact Information			Our principal executive offices are located at 9320 Lakeside Boulevard, Suite 300, The Woodlands, Texas 77381. Our telephone number is (800) 832-4242. We maintain a website at www.targethospitality.com where general information about us is available. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Prospectus/Offer to Exchange or the registration statement of which it forms a part.
	Warrants that qualify for the Offer			“Public Warrants” The Public Warrants were issued as part of the IPO. “Private Warrants” The Private Warrants were purchased by certain of our founders

				and former independent directors in connection with the IPO in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). As of November 15, 2022, we had outstanding 16,166,549 Warrants to purchase an aggregate of 16,166,549 shares of our Common Stock. Pursuant to the Offer, we are offering up to an aggregate of 5,981,623 shares of our Common Stock in exchange for all of the Warrants. General Terms of the Warrants Each Warrant entitles such warrant holder to purchase one share of our Common Stock for a purchase price of $11.50, subject to adjustments pursuant to the Warrant Agreement. We may call (i) the Public Warrants or (ii) the Private Warrants, if such Private Warrants are no longer held by their initial holders, their affiliates or certain permitted transferees, for redemption, in each case, at any time while the Warrants are exercisable, upon not less than 30 days’ prior written notice of redemption to each Warrant holder, at $0.01 per Warrant, if and only if the last sale price of our Common Stock on Nasdaq has been at least $18.00 per share on each of 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which the notice of redemption is given and provided there is an effective registration statement covering the Common Stock underlying the Warrants available throughout the 30-day redemption period. If we call the Warrants for redemption, we will have the option to require any holder that wishes to exercise its warrant to do so on a cashless basis. The terms of the Private Warrants are identical to the Public Warrants, except that such Private Warrants are exercisable on a cashless basis and are not redeemable by us, in each case so long as they are still held by the initial holders, their affiliates or certain permitted transferees. The Warrants expire on March 15, 2024.
	Market Price of Our Common Stock			Our Common Stock and public warrants are listed on Nasdaq under the symbols “TH” and “THWWW,” respectively.
	The Offer			Each Warrant holder whose Warrants are exchanged pursuant to the Offer will receive 0.37 shares of our Common Stock for each Warrant so exchanged. No fractional shares of Common Stock will be issued pursuant to the Offer. In lieu of issuing fractional shares, any holder of Warrants who would otherwise have been entitled to receive fractional shares pursuant to the Offer will, after aggregating all such fractional shares of such holder, be paid cash (without interest) in an amount equal to such fractional part of a share multiplied by the last sale price of our Common Stock on Nasdaq on the last trading day of the Offer Period. Our obligation to complete the Offer is not conditioned on the receipt of a minimum number of tendered Warrants. Holders of the Warrants tendered for exchange will not have to pay any of the exercise price for the tendered Warrants in order to receive shares of Common Stock in the exchange. The shares of Common Stock issued in exchange for the Warrants

				will be unrestricted and freely transferable, as long as the holder is not an affiliate of ours and was not an affiliate of ours within the 90 days prior to the proposed transfer of such shares. The Offer is being made to all Warrant holders except those holders who reside in states or other jurisdictions where an offer, solicitation or sale would be unlawful (or would require further action in order to comply with applicable securities laws).
	Purpose of the Offer			The purpose of the Offer is to provide an opportunity for Warrant holders to realize value and increased liquidity by transitioning on a cashless basis into shares of our Common Stock which have been registered with the SEC. Completion of the Offer will simplify our capital structure, increase the public float of our Common Stock and continue to diversify our shareholder base, which we believe will provide us with more flexibility for financing our operations and growth opportunities in the future. See “The Offer — Background and Purpose of the Offer” on page 22 of this Prospectus/Offer to Exchange.
	Offer Period			The Offer will expire on the Expiration Date, which is 11:59 p.m., Eastern Time, on December 16, 2022, or such later time and date to which we may extend. All Warrants tendered for exchange pursuant to the Offer, and all required related paperwork, must be received by the exchange agent by the Expiration Date, as described in this Prospectus/Offer to Exchange. If the Offer Period is extended, we will make a public announcement of such extension by no later than 9:00 a.m., Eastern Time, on the next business day following the Expiration Date as in effect immediately prior to such extension. We may withdraw the Offer only if the conditions of the Offer are not satisfied or, if permitted, waived prior to the Expiration Date. Promptly upon any such withdrawal, we will return the tendered Warrants. We will announce our decision to withdraw the Offer by disseminating notice by public announcement or otherwise as permitted by applicable law. See “The Offer — General Terms — Offer Period” on page 13 of this Prospectus/Offer to Exchange.
	Amendments to the Offer			We reserve the right at any time or from time to time to amend the Offer, including by increasing or (if the conditions to the Offer are not satisfied) decreasing the exchange ratio of shares of Common Stock issued for every Warrant exchanged. If we make a material change in the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “The Offer — General Terms — Amendments to the Offer” on page 15 of this Prospectus/Offer to Exchange.
	Conditions to the Offer			The Offer is subject to customary conditions, including the effectiveness of the registration statement of which this document is a part and there being no action or proceeding, statute, rule, regulation or order that would challenge or restrict the making or

				completion of the Offer. The Offer is not conditioned upon the receipt of a minimum number of tendered Warrants. We may waive some of the conditions to the Offer. See “The Offer — General Terms — Conditions to the Offer” on page 16 of this Prospectus/Offer to Exchange. We will not complete the Offer unless and until the registration statement described above is effective. If the registration statement is not effective at the Expiration Date, we may, in our discretion, extend, suspend or cancel the Offer, and will inform Warrant holders of such event.
	Withdrawal Rights			If you tender your Warrants and change your mind, you may withdraw your tendered Warrants at any time prior to the Expiration Date, as described in greater detail in the section entitled “The Offer — Withdrawal Rights” on page 21 of this Prospectus/Offer to Exchange. If the Offer Period is extended, you may withdraw your tendered Warrants at any time until the extended Expiration Date. In addition, tendered Warrants that are not accepted by us for exchange by January 18, 2023 may thereafter be withdrawn by you until such time as the Warrants are accepted by us for exchange.
	Participation by Directors, Executive Officers and Affiliates			Certain of our directors and affiliates hold Warrants and may participate in the Offer. They are not required to participate in the Offer. See “The Offer — Interests of Directors and Others” on page 23 of this Prospectus/Offer to Exchange.
	Federal and State Regulatory Approvals			Other than compliance with the applicable federal and state securities laws, no federal or state regulatory requirements must be complied with and no federal or state regulatory approvals must be obtained in connection with the Offer.
	Absence of Appraisal or Dissenters’ Rights			Holders of the Warrants do not have any appraisal or dissenters’ rights under applicable law in connection with the Offer.
	U.S. Tax Consequences of the Offer			For those holders of Warrants participating in the Offer, we intend to treat such holder’s exchange of Warrants for our Common Stock as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code pursuant to which (i) the holder should generally not recognize any gain or loss on the exchange of Warrants for shares of our Common Stock; (ii) the holder’s aggregate tax basis in the shares received in the exchange should equal such holder’s aggregate tax basis in your Warrants surrendered in the exchange (except to the extent of any tax basis allocated to a fractional share for which a cash payment is received in connection with the Offer); and (iii) the holder’s holding period for the shares received in the exchange should include the holding period for the surrendered Warrants. However, because there is a lack of direct legal authority regarding the U.S. federal income tax consequences of the exchange of Warrants for our Common Stock, there can be no assurance in this regard and alternative characterizations are possible by the IRS or a court, including ones that would require U.S. holders to recognize taxable income. See “The Offer — Material U.S. Federal Income Tax Consequences” beginning on page 27.

	Copies to:
	Jeffrey J. Pellegrino Allen & Overy LLP 1221 Avenue of the Americas New York, NY 10020 (212) 610-6300			Peter M. Labonski Keith L. Halverstam Benjamin J. Cohen Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 (212) 906-1200

	No Recommendation			None of the Company, our board of directors, our management, the dealer manager, the exchange agent, the information agent or any other person makes any recommendation on whether you should tender or refrain from tendering all or any portion of your Warrants, and no one has been authorized by any of them to make such a recommendation.
	Risk Factors			For risks related to the Offer, please read the section entitled “Risk Factors” beginning on page 10 of this Prospectus/Offer to Exchange.
	Exchange Agent			The exchange agent for the Offer is: Continental Stock Transfer and Trust 1 State Street, 30th Floor New York, NY 10004 (212) 509-4000
	Dealer Manager			The dealer manager for the Offer is: BofA Securities, Inc. Bank of America Tower at One Bryant Park New York, NY 10036 Toll-Free: (888)803-9655 We have other business relationships with the dealer manager, as described in “The Offer — Dealer Manager” on page 24 of this Prospectus/Offer to Exchange.
	Additional Information			We recommend that our Warrant holders review the registration statement on Form S-4, of which this Prospectus/Offer to Exchange forms a part, including the exhibits, that we have filed with the SEC in connection with the Offer and our other materials that we have filed with the SEC, before making a decision on whether to accept the Offer. All reports and other documents we have filed with the SEC can be accessed electronically on the SEC’s website at www.sec.gov.

	Year Ended December 31,						Nine Months Ended September 30,
	2021			2020			2022			2021
Condensed Consolidated Statement of Operations Data (in thousands, except for per share data):
Total revenue		$	291,337		$	225,148		$	349,547		$	209,647
Gross profit		$	101,350		$	57,155		$	163,230		$	72,138
Operating income		$	37,099		$	4,101		$	110,154		$	23,422
Income (loss) before income tax		$	(2,672)		$	(33,586)		$	61,654		$	(7,236)
Net income (loss)		$	(4,576)		$	(25,131)		$	42,367		$	(7,375)
Comprehensive income (loss)		$	(4,604)		$	(25,007)		$	42,265		$	(7,402)
Net income (loss) per share – Basic & Diluted		$	(0.05)		$	(0.26)		$	0.44		$	(0.08)

	As of December 31,						As of September 30, 2022
	2021			2020			As of September 30, 2022
Condensed Consolidated Balance Sheet Data (in thousands):
Cash and cash equivalents		$	23,406		$	6,979		$	176,987
Other current assets		$	37,130		$	36,583		$	50,822
Specialty rental equipment, net		$	291,792		$	311,487		$	348,279
Other long-term assets		$	161,064		$	179,188		$	153,610
Total assets		$	513,392		$	534,237		$	729,698
Current liabilities		$	72,796		$	45,533		$	201,697
Long-term debt, net		$	330,212		$	326,499		$	333,275
Other long-term liabilities		$	13,113		$	63,317		$	49,108
Total liabilities		$	416,121		$	435,349		$	584,080
Total stockholders’ equity		$	97,271		$	98,888		$	145,618
Book value per share(1)								$	1.50

Exhibit No.			Exhibit Description
2.1			Agreement and Plan of Merger, among Platinum Eagle Acquisition Corp., Topaz Holdings Corp., Arrow Bidco, LLC and Algeco Investments B.V., dated as of November 13, 2018 (incorporated by reference to the corresponding exhibit to Platinum Eagle’s Registration Statement on Form S-4 (File No. 333-228363), filed with the SEC on November 13, 2018).
2.2			Agreement and Plan of Merger, among Platinum Eagle Acquisition Corp., Topaz Holdings Corp., Signor Merger Sub Inc. and Arrow Holdings S.a.r.l., dated as of November 13, 2018 (incorporated by reference to the corresponding exhibit to Platinum Eagle’s Registration Statement on Form S-4 (File No. 333-228363), filed with the SEC on November 13, 2018).
2.3			Amendment to Agreement and Plan of Merger, among Platinum Eagle Acquisition Corp., Topaz Holdings LLC, Arrow Bidco, LLC, Algeco Investments B.V. and Algeco US Holdings LLC, dated as of January 4, 2019 (incorporated by reference to the corresponding exhibit to Amendment No. 2 to Platinum Eagle’s Registration Statement on Form S-4 (File No. 333-228363), filed with the SEC on January 4, 2019).
2.4			Amendment to Agreement and Plan of Merger, among Platinum Eagle Acquisition Corp., Topaz Holdings LLC, Signor Merger Sub LLC, Arrow Parent Corp. and Arrow Holdings S.a.r.l., dated as of January 4, 2019 (incorporated by reference to the corresponding exhibit to Amendment No. 2 to Platinum Eagle’s Registration Statement on Form S-4 (File No. 333-228363), filed with the SEC on January 4, 2019).
2.5			Asset Purchase Agreement, dated as of June 19, 2019, by and among Superior Lodging, LLC, Superior Lodging Orla South, LLC, Superior Lodging Kermit, LLC, WinCo Disposal, LLC, the Members of WinCo Disposal, LLC, Superior Lodging, LLC, as the representative of the Sellers and Target Logistics Management, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 21, 2019).
3.1			Certificate of Incorporation of Target Hospitality Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
3.2			Certificate of Amendment of Amended and Restated Certificate of Incorporation of Target Hospitality Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 23, 2022).
3.3			Second Amended and Restated Bylaws of Target Hospitality Corp. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2022).
3.4			Certificate of Validation of Platinum Eagle Acquisition Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 10, 2020).
4.1			Form of Specimen Common Stock Certificate of Target Hospitality Corp. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
4.2			Form of Warrant Certificate of Target Hospitality Corp. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
4.3			Warrant Agreement between Platinum Eagle Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of January 11, 2018 (incorporated by reference to Exhibit 4.1 to Platinum Eagle’s Current Report on Form 8-K, filed with the SEC on January 18, 2018).

Exhibit No.			Exhibit Description
4.4			Indenture dated March 15, 2019, by and among Arrow Bidco, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
5.1*			Opinion of Allen & Overy LLP
8.1*			Tax Opinion of Allen & Overy LLP
10.1			ABL Credit Agreement dated March 15, 2019, by and among Arrow Bidco, LLC, Topaz Holdings LLC, Target Logistics Management, LLC, RL Signor Holdings, LLC and each of their domestic subsidiaries, and the lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
10.2			Earnout Agreement dated March 15, 2019 by and among the Company and the Founder Group (as defined therein) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
10.3			Escrow Agreement dated March 15, 2019 by and among the Company, the Founder Group and the escrow agent named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
10.4			Amended and Restated Registration Rights Agreement dated March 15, 2019 by and among the Company, Arrow Seller, the Algeco Seller and the other parties named therein (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
10.5			Amended and Restated Private Placement Warrant Purchase Agreement among Platinum Eagle Acquisition Corp., Platinum Eagle Acquisition LLC, Harry E. Sloan and the other parties thereto, dated as of January 16, 2018 (incorporated by reference to Exhibit 10.14 to Platinum Eagle’s Current Report on Form 8-K, filed with the SEC on January 18, 2018).
10.6+			Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
10.7+			Target Hospitality 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
10.8+			Employment Agreement with James B. Archer (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
10.9+			Amendment to Employment Agreement with James B. Archer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 10, 2021).
10.10+			Employment Agreement with Heidi D. Lewis (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
10.11+			Amendment to Employment Agreement with Heidi D. Lewis (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 13, 2020).
10.12+			Second Amendment to Employment Agreement with Heidi D. Lewis (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 11, 2022).
10.13+			Employment Agreement with Troy Schrenk (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).

Exhibit No.			Exhibit Description
10.14+			Amendment to Employment Agreement with Troy Schrenk (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 1, 2021).
10.15+			Second Amendment to Employment Agreement with Troy Schrenk (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on December 10, 2021).
10.16+			Form of Executive Nonqualified Stock Option Award Agreement (2019 Awards) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 24, 2019).
10.17+			Form of Executive Restricted Stock Unit Agreement (2019 Awards) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 24, 2019).
10.18+			Employment Agreement with Eric Kalamaras (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2019).
10.19+			Amendment to Employment Agreement with Eric Kalamaras (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 10, 2021).
10.20+			Employment Agreement with Jason Vlacich (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, filed with the SEC on August 15, 2019).
10.21+			Amendment to Employment Agreement with Jason Vlacich (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 11, 2022)
10.22+			Employment Agreement with J. Travis Kelley (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 5, 2021).
10.23+			Amendment to Employment Agreement with J. Travis Kelley (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 11, 2022)
10.24+			Form of Executive Restricted Stock Unit Agreement (2020 Awards) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 6, 2020).
10.25+			Form of Executive Nonqualified Stock Option Award Agreement (2020 Awards) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 6, 2020).
10.26+			Form of Restricted Stock Unit Agreement (Non-Employee Directors 2020) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 21, 2020).
10.27+			Form of Restricted Stock Unit Agreement (Executives — 2020 Salary Reduction) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 2, 2020).
10.28+			Form of Restricted Stock Unit Agreement (Non-Employee Directors — 2020 Retainer Reduction) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 2, 2020).
10.29+			Form of Salary Program Termination Agreement (Executives with Employment Agreements) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 2, 2020).

Exhibit No.			Exhibit Description
10.30+			Form of Director Retainer Program Termination Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 2, 2020).
10.31+			Executive Restricted Stock Units Termination Agreement, dated August 5, 2020, by and between the Company and James B. Archer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 7, 2020).
10.32+			Form of Executive Restricted Stock Unit Agreement (2021 Awards) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 1, 2021.
10.33+			Form of Executive Stock Appreciation Rights Award Agreement (2021 Awards) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on March 1, 2021).
10.34+			Form of Restricted Stock Unit Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 19, 2021).
10.35+			Form of Executive Restricted Stock Unit Agreement (2022 Awards) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 28, 2022).
10.36+			Form of Executive Performance Unit Agreement (2022 Awards) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 28, 2022).
10.37+			Form of Executive Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2022).
10.38+			Form of Executive Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2022).
10.39+			Executive Performance Stock Unit Agreement, by and between the Target Hospitality Corp. and James B. Archer, dated May 24, 2022 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 25, 2022).
10.40+			Form of Executive Performance Stock Unit Agreement (Executives) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2022).
10.41*			Form of Dealer Manager Agreement.
10.42*			Tender and Support Agreement, dated as of November 18, 2022, by and between the Company and the Supporting Warrant holders
21.1			Subsidiaries of the registrant (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 21, 2019).
23.1*			Consent of Ernst & Young LLP
23.2*			Consent of Allen & Overy LLP (included in Exhibit 5.1)
23.3*			Consent of Allen & Overy LLP (included in Exhibit 8.1)
24.1*			Powers of Attorney (included on signature page)
99.1*			Form of Letter of Transmittal
99.2*			Form of Notice of Guaranteed Delivery

Exhibit No.			Exhibit Description
99.3*			Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.4*			Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
107*			Filing Fee Table

Signature	Capacity in Which Signed	Date
/s/ James B. Archer James B. Archer	President and Chief Executive Officer and Director (Principal Executive Officer)	November 18, 2022
/s/ Eric T. Kalamaras Eric T. Kalamaras	Chief Financial Officer (Principal Financial Officer)	November 18, 2022
/s/ Jason P. Vlacich Jason P. Vlacich	Chief Accounting Officer (Principal Accounting Officer)	November 18, 2022
/s/ Stephen Robertson Stephen Robertson	Director	November 18, 2022
/s/ Joy Berry Joy Berry	Director	November 18, 2022
/s/ Barbara J. Faulkenberry Barbara J. Faulkenberry	Director	November 18, 2022
/s/ Martin L. Jimmerson Martin L. Jimmerson	Director	November 18, 2022

Target Hospitality Corporation 9320 Lakeside Boulevard, Suite 300 The Woodlands, Texas 77381 United States of America	Allen & Overy LLP 1221 Avenue of the Americas New York NY 10020 USA Tel +1 212 610 6300 Fax +1 212 610 6399 www.allenovery.com

November 18, 2022

Name		Jurisdiction of Organization
Arrow Bidco, LLC		Delaware
Chard Camp Catering Service LTD.		Canada
RL Signor Holdings, LLC		Delaware
Target Hospitality Canada Inc.		Canada
Target Logistics Management, LLC		Massachusetts
Target Management Canada LTD.		Canada
TLM Equipment, LLC		Delaware
TL Proveeduria y Servicios S. de R.L. de C.V		Mexico
Topaz Holdings LLC		Delaware
US Iron Bidco, LLC		Delaware

Name(s) and Address(es) of Registered Holder(s) of Warrants			Number of Warrants Tendered
					Total:

		SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS, INCLUDING INSTRUCTIONS 3, 4 AND 5)
		To be completed ONLY if the shares of Common Stock issued pursuant to the Offer in exchange for Warrants tendered hereby and any Warrants delivered to the Exchange Agent herewith but not tendered and exchanged pursuant to the Offer, are to be issued in the name of someone other than the undersigned. Issue all such shares of Common Stock and untendered Warrants to:
		Name:
		(PLEASE PRINT OR TYPE)
		Address:
		(INCLUDE ZIP CODE)
		(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

		IMPORTANT: PLEASE SIGN HERE (SEE INSTRUCTIONS AND ALSO COMPLETE ACCOMPANYING IRS FORM W-9 OR APPROPRIATE IRS FORM W-8)
		By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders the Warrants indicated in the table above entitled “Description of Warrants Tendered.”
		SIGNATURES REQUIRED Signature(s) of Registered Holder(s) of Warrants
		X
		X
		Date:
		(The above lines must be signed by the registered holder(s) of Warrants as the name(s) appear(s) on the Warrants or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed assignment from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Warrants to which this Letter of Transmittal relates are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below and, unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority so to act. See Instruction 3 regarding the completion and execution of this Letter of Transmittal.)
		Name:
		(PLEASE PRINT OR TYPE)
		Capacity:
		Address:
		(INCLUDE ZIP CODE)
		Area Code and Telephone Number:

		GUARANTEE OF SIGNATURE(S) (IF REQUIRED) (SEE INSTRUCTIONS, INCLUDING INSTRUCTION 4)
		Certain signatures must be guaranteed by Eligible Institution.
		Signature(s) guaranteed by an Eligible Institution:
		Authorized Signature
		Title
		Name of Firm
		Address, Including Zip Code
		Area Code and Telephone Number
		Date:

	Signature(s):
	Name(s):
				(Please Print)
	Taxpayer Identification Number:
	Address(es):

				(Including Zip Code)
	Area Code/Phone Number:
	Date: