Target Hospitality (TH) Provides Business Update

Target Hospitality Corp.(Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, today announced that the Company's Board of Directors has determined to disband the Special Committee of the Company's Board of Directors (the "Special Committee"), comprised solely of independent directors, which it had established to consider and evaluate the previously announced unsolicited non-binding offer, received on March 24, 2024, 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 the Company not owned by Arrow, any investment fund managed by TDR or their respective affiliates (the "Unaffiliated Shares"), for cash consideration of $10.80 per share (the "TDR Offer") and explore and consider strategic alternatives thereto. In connection with its review of the TDR Offer, the Special Committee launched a formal process to solicit offers for the Company and invited Arrow to participate in such a process. Following the previously announced loss of a contract, no formal offers were received, and Arrow did not reaffirm the TDR Offer or advance any alternative proposal that the Special Committee could conclude, in consultation with its independent financial and legal advisors, would be more attractive to the holders of the Unaffiliated Shares than the Company's standalone prospects. The Company cannot predict what Arrow, TDR or others will do in the future regarding a potential acquisition of the Company.

The Company will continue to focus on allocating capital to high return initiatives, including in-organic growth. Given the operating results to date, the Company is reaffirming its 2024 guidance outlook.

Brad Archer, President and Chief Executive Officer commented, "Our underlying business fundamentals remain strong, and the Company continues to perform well, capitalizing on healthy demand for our services and our efficient operating platform. Our team remains focused on driving the business forward, supported by a solid balance sheet, strong liquidity profile, good revenue visibility and robust cash generation. The conclusion of the evaluation process of the TDR Offer restores our full flexibility to pursue multiple capital allocation opportunities focused on maximizing value. Based on all these favorable dynamics, we are pleased to reaffirm our 2024 outlook."

Target will reinvigorate its efforts to maximize value creation while maintaining its strong financial position through disciplined capital deployment. The Company has continued its efforts to build and evaluate a pipeline of strategic growth opportunities in the coming years. These opportunities encompass Target's existing full-turnkey hospitality solutions, as well as broaden Target's value chain participation through individual elements of existing core competencies.

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