TDR Capital II Investments LP Amends Target Hospitality Stake

TL;DR

TDR Capital II Investments LP filed a 13D/A for Target Hospitality Corp. - stake change incoming.

AI Summary

On March 25, 2024, TDR Capital II Investments LP filed an amendment to its Schedule 13D, reporting a change in beneficial ownership of Target Hospitality Corp. The filing indicates a shift in holdings related to the company, with TDR Capital LLP and several other entities listed as group members.

Why It Matters

This amendment signals potential changes in the control or investment strategy of a significant shareholder in Target Hospitality Corp., which could impact the company's stock price and future operations.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in shareholder influence, which can introduce volatility.

Key Players & Entities

• Target Hospitality Corp. (company) — Subject company
• TDR Capital II Investments LP (company) — Filing entity
• TDR Capital LLP (company) — Group member
• ARROW HOLDINGS S.A R.L. (company) — Group member
• MFA GLOBAL S.A R.L. (company) — Group member
• MODULAIRE HOLDING S.A R.L. (company) — Group member
• SAPPHIRE HOLDING S.A R.L. (company) — Group member
• GARY LINDSAY (person) — Group member
• MANJIT DALE (person) — Group member
• THOMAS MITCHELL (person) — Group member

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $10.80 — rting Persons for cash consideration of $10.80 per share (the Proposal ). A copy of th

Filing Documents

• d810750dsc13da.htm (SC 13D/A) — 181KB
• d810750dex991.htm (EX-99.1) — 12KB
• d810750dex992.htm (EX-99.2) — 10KB
• 0001193125-24-075939.txt ( ) — 205KB

of the Existing Schedule is hereby amended and restated in its entirety as follows

Item 1 of the Existing Schedule is hereby amended and restated in its entirety as follows: This statement on Schedule 13D (this Schedule 13D ) relates to the shares of common stock, par value $0.0001 per share (the Common Stock ), of Target Hospitality Corp., a Delaware corporation (referred to herein as the Issuer ). The principal executive offices of the Issuer are located at 9320 Lakeside Boulevard, Suite 300, The Woodlands, TX 77381. Item2. Identity and Background. (a), (b), (c) and (f) of Item 2 of the Existing Schedule are hereby amended and restated in their entirety as follows: This Schedule 13D is being filed jointly by the following persons (each, a Reporting Person and, collectively, the Reporting Persons ): 1. Manjit Dale 2. Gary Lindsay 3. Thomas Mitchell 4. TDR Capital LLP 5. TDR Capital II Investments L.P. 6. Sapphire Holding S.à r.l. 7. Arrow Holdings S.à r.l. 8. Modulaire Holding S.à r.l. (fka Algeco Holding S.à r.l.) 9. MFA Limited Partnership SLP (fka Algeco Limited Partnership SLP) 10. MFA Global S.à r.l. (fka Algeco Global S.à r.l.) The Common Stock of the Issuer is indirectly owned by the Investment Fund, TDR Capital II Investments L.P. ( TDR Capital II ). TDR Capital II is managed by TDR Capital LLP ( TDR Capital ). Manjit Dale is a founding partner of TDR Capital (the Founding Partner ). Gary Lindsay and Thomas Mitchell are the managing partners of TDR Capital (the Managing Partners and, together with the Founding Partner, the Partners ). Each of the Partners is a citizen of the United Kingdom. The business address of each of the Partners is 20 Bentinck Street, London, W1U 2EU. Due to the position of the Partners at TDR Capital, they are Reporting Persons in relation to this Schedule 13D. The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 1, pursuant to which the Reporting Persons have agree

of the Existing Schedule is hereby amended and supplemented by adding the additional following

Item 4 of the Existing Schedule is hereby amended and supplemented by adding the additional following information at the end of such item: The Proposal On March 24, 2024, Arrow Holdings determined to pursue a transaction to take the Issuer private and to submit to the board of directors of the Issuer (the Board ) a non-binding proposal with respect to such a transaction. On March 24, 2024, Arrow Holdings delivered to the Board a letter setting forth a non-binding proposal to acquire all of the outstanding shares of Common Stock of the Issuer that are not owned by the Reporting Persons for cash consideration of $10.80 per share (the Proposal ). A copy of the Proposal is filed herewith as Exhibit 2, and the information set forth in the Proposal is incorporated by reference herein. Arrow Holdings indicated in the Proposal that it expects that a special committee of independent directors appointed by the Board and advised by independent legal and financial advisors (the Special Committee ) will consider the Proposal and make a recommendation to the Board. Arrow Holdings also stated in the Proposal that it will not proceed with the transaction contemplated by the Proposal unless the proposed transaction is approved by the Special Committee and that the proposed transaction will also be subject to a non-waivable condition requiring approval by the holders of a majority of the outstanding shares of Common Stock that are not owned or controlled by the Reporting Persons or any rollover stockholders. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from The Nasdaq Capital Market and other material changes in the Issuers business or corporate structure. No assurances can be given tha

of the Existing Schedule is hereby amended and restated in its entirety as follows

Item 5 of the Existing Schedule is hereby amended and restated in its entirety as follows: The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5. 14 The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose of or to direct the disposition of, or shared power to dispose of or direct the disposition of. All percentages specified in this Item 5 are based on an aggregate of 100,520,429 shares of Common Stock outstanding as of March 8, 2024, as reported in the Issuers annual report filed by the Issuer with the SEC on March 13, 2024, which is the most recently available filing with the SEC by the Issuer as of the date of the filing of this Schedule. (a) and (b) Reporting Person Amount beneficially owned Percent of class Sole power to vote or to direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition Shared power to dispose or to direct the disposition Manjit Dale 64,602,717 (i) 64.3 % 0 64,602,717 0 64,602,717 Gary Lindsay 64,602,717 (i) 64.3 % 0 64,602,717 0 64,602,717 Thomas Mitchell 64,602,717 (i) 64.3 % 0 64,602,717 0 64,602,717 TDR Capital LLP 64,602,717 (i) 64.3 % 0 64,602,717 0 64,602,717 TDR Capital II Investments L.P. 64,602,717 (i) 64.3 % 0 64,602,717 0 64,602,717 Sapphire Holding S.à r.l. 48,973,852 48.7 % 0 48,973,852 0 48,973,852 Arrow Holdings S.à r.l. 48,973,852 48.7 % 0 48,973,852 0 48,973,852 Modulai

of the Existing Schedule is hereby amended and restated in its entirety as follows

Item 7 of the Existing Schedule is hereby amended and restated in its entirety as follows: The following documents are filed as exhibits: 1. Joint Filing Agreement, dated as of March 24, 2024 by and among the Reporting Persons (filed herewith). 2. Letter, dated March 25, 2024, from Arrow Holdings to the Board (filed herewith). 3. Amended and Restated Registration Rights Agreement dated March 15, 2019 by and among the Issuer, Arrow Holdings, Algeco Investments, and the other parties named therein (filed as Exhibit 10.4 to the Issuers Current Report on Form 8-K as filed with the SEC on March 21, 2019 and incorporated herein by reference). 16 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D/A is true, complete and correct. Dated: March 24, 2024 TDR CAPITAL LLP By: /s/ Blair Thompson Name: Blair Thompson Title: Manager TDR CAPITAL II INVESTMENTS L.P. By: TDR Capital LLP By: /s/ Blair Thompson Name: Blair Thompson Title: Partner ARROW HOLDINGS S.À R.L. By: /s/ Evelina Jakstas Name: Evelina Jakstas Title: Manager MODULAIRE HOLDING S.À R.L. (fka ALGECO HOLDING S.À R.L.) By: /s/ Evelina Jakstas Name: Evelina Jakstas Title: Manager MFA LIMITED PARTNERSHIP SLP (fka ALGECO LIMITED PARTNERSHIP SLP) By: MFA G.P. S.a r.l. By: /s/ Evelina Jakstas Name: Evelina Jakstas Title: Gerant MFA GLOBAL S.À R.L. (fka ALGECO GLOBAL S.À R.L.) By: /s/ Evelina Jakstas Name: Evelina Jakstas Title: Manager SAPPHIRE HOLDING S.À R.L. By: /s/ Evelina Jakstas Name: Evelina Jakstas Title: Manager 17 MANJIT DALE By: /s/ Manjit Dale Manjit Dale GARY LINDSAY By: /s/ Gary Lindsay Gary Lindsay THOMAS MITCHELL By: /s/ Thomas Mitchell Thomas Mitchell 18

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