THE
WOODLANDS, Texas, April 29,
2024 /PRNewswire/ -- Target Hospitality Corp.
("Target Hospitality" or the "Company") (NASDAQ: TH), one of
North America's largest providers
of vertically integrated modular accommodations and value-added
hospitality services, announced the formation of a Special
Committee comprised of independent directors of the Board of
Directors of Target Hospitality (the "Board").
As previously disclosed, on March 25,
2024, Target Hospitality received an unsolicited non-binding
proposal from Arrow Holdings S.à r.l. ("Arrow"), an affiliate of
TDR Capital LLP ("TDR"), to acquire all of the outstanding shares
of common stock of Target Hospitality that are not owned by any of
Arrow, any investment fund managed by TDR or their respective
affiliates (collectively, the "Arrow Group"), for cash
consideration of $10.80 per share
(the "Proposal").
The mandate of the Special Committee is to consider and evaluate
the Proposal and any alternative proposals or other strategic
alternatives that may be available to the Company. The
Special Committee has retained Centerview Partners LLC and Ardea
Partners LP as its financial advisors and Cravath, Swaine
& Moore LLP as its legal advisor.
There can be no assurance that any transaction will result from
the Special Committee's evaluation, or, if so, the timing, terms
and conditions of such transaction. Target Hospitality does not
intend to disclose developments with respect to this matter unless
and until such time as the Special Committee or the Board
determines that such disclosure is appropriate or necessary, except
as required by law or other regulatory requirements.
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
View original
content:https://www.prnewswire.com/news-releases/target-hospitality-announces-formation-of-a-special-committee-of-independent-members-of-its-board-of-directors-302129461.html
SOURCE Target Hospitality