Target Hospitality Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

Target Hospitality Corp.

​

(Name of Registrant as Specified In Its Charter)​

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

​

LETTER FROM OUR CHAIRMAN OF THE BOARD OF DIRECTORS AND PRESIDENT AND CHIEF EXECUTIVE OFFICER

April 10, 2024

Dear Fellow Stockholders,

Please mark your calendar for Target Hospitality’s Annual Meeting of Stockholders to be held on May 23, 2024 at 10:00 a.m. Central Time.

2023 Year in Review

In 2023, Target continued to benefit from the enhanced financial and operating platform it has achieved over the last several years. This platform supported several strategic accomplishments, further strengthening the Company’s ability to continue pursuing value-added growth opportunities. Target was awarded a new contract for its Pecos Childrens Center community, solidifying the community as a critical component of the U.S. government’s domestic humanitarian aid mission, and establishing the foundation for seamless continuity of service offerings through 2028. Further, Target achieved multiple key strategic capital enhancing initiatives. The Company successfully expanded its credit facility by $50 million, which increased the total available capacity to $175 million. Additionally, Target prudently managed its senior note maturity profile, which now extends into 2025.

These accomplishments have further strengthened Target’s financial flexibility and created an efficient capital structure. These elements complement Target’s high degree of revenue visibility and continued strong cash generation to support a robust liquidity profile, providing highly flexible growth capital. Target ended 2023 with approximately $279 million of total available liquidity, including approximately $104 million of cash and cash equivalents. Target’s optimized financial profile and balance sheet strength positions the Company to pursue a robust pipeline of capital allocation opportunities focused on maximizing value creation.

Live Webcast

Please usewww.virtualshareholdermeeting.com/THCORP2024 to attend the Annual Meeting, vote, and submit your questions during the meeting. You will need the control number included with these proxy materials to be admitted into the Annual Meeting.

We adopted this technology in 2019 to expand access to the meeting, improve communications and impose lower costs on our stockholders, the Company and the environment. We believe virtual meetings enable increased stockholder participation from locations around the world. Additionally, the virtual meeting format allows us to continue to proceed with the meeting while mitigating the health and safety risks to participants.

We appreciate the confidence you have placed in us through your investment in our company and look forward to your attendance.

TABLE OF CONTENTS​​

NOTICE OF 2024 ANNUAL

MEETING OF STOCKHOLDERS

Any action on the items of business described above may be considered at the Annual Meeting, at the time and on the date specified above, or at any time and date to which the Annual Meeting may be properly postponed or adjourned. We will also consider any other business items at the Annual Meeting that are properly proposed before adjournment.

Holders of record of our common stock as of the close of business on March 26, 2024 will be entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors,

Heidi D. Lewis

Executive Vice President, General Counsel & Secretary