SC 13G: Target Hospitality Corp.

AI Summary

SC 13G filing by Target Hospitality Corp..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securitie

Filing Documents

• ff3192079_13g-target.htm (SC 13G) — 138KB
• ff3192079_ex991-target.htm (EX-99.1) — 13KB
• 0000895345-24-000105.txt ( ) — 153KB

(a)

Item 1. (a) Name of Issuer The name of the issuer is Target Hospitality Corp. (the " Company ").

(b)

Item 1. (b) Address of Issuer's Principal Executive Offices The Company's principal executive offices are located at 9320 Lakeside Boulevard, Suite 300, The Woodlands, TX 77381.

(a)

Item 2. (a) Name of Person Filing This statement is filed by: (i) Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership (" Opportunity Master "); (ii) Conversant GP Holdings LLC, a Delaware limited liability company (" Conversant GP "), which serves as the general partner of Opportunity Master; (iii) Conversant Capital LLC, a Delaware limited liability company (" Conversant Capital "), which serves as the investment manager to Opportunity Master; and (iv) Michael Simanovsky, an individual, who serves as sole managing member of Conversant GP and Conversant Capital. Opportunity Master, Conversant GP, Conversant Capital, and Mr. Simanovsky are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons are filing this statement jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1), not as members of a group.

(b)

Item 2. (b) Address of Principal Business Office or, if None, Residence The principal business address for each of the Reporting Persons is 25 Deforest Ave., Summit, NJ 07901.

(c)

Item 2. (c) Citizenship Opportunity Master is organized under the laws of the Cayman Islands. Conversant GP and Conversant Capital are organized under the laws of the State of Delaware. Mr. Simanovsky is a citizen of the United

(d)

Item 2. (d) Title of Class of Securities Common Stock, $0.0001 par value per share (" Common Stock ").

(e)

Item 2. (e) CUSIP Number The CUSIP number for the Common Stock is 87615L107. Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not Applicable. Item 4. The information in Items 5 through 9 and Item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference. The percentages used herein are calculated based upon 100,520,429 shares of Common Stock reported to be outstanding on March 8, 2024 in the Form 10-K filed by the Company with the Securities and Exchange Commission on March 13, 2024. As previously disclosed in its filings on Form 13F, Conversant Capital LLC has owned a substantial position in the Company Common Stock for approximately two years, in the form of shares of Common Stock and options to purchase shares of Common Stock. As long-term investors in the Company, the Reporting Persons closely monitor developments regarding the shares of Common Stock. The reporting persons are aware that TDR Capital LLP ("TDR") has made an unsolicited non-binding proposal to the Board of Directors of the Company pursuant to which Arrow proposes to take the Company private by acquiring all of the outstanding shares of Common Stock, other than those already owned by any of Arrow, any investment fund managed by TDR or their respective affiliates. The Reporting Persons intend to review that proposal and any other proposals made in connection with their evaluation of their investment in the Company to evaluate whether any such proposal is in the Reporting Persons' best interests . Item 5. Not Applicable. Item 6. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company The information in Item 2 is hereby incorporated by reference. Item 8. Identificati

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 26, 2024 CONVERSANT OPPORTUNITY MASTER FUND LP By: Conversant GP Holdings LLC /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer CONVERSANT GP HOLDINGS LLC By: /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer CONVERSANT CAPITAL LLC By: /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer MICHAEL SIMANOVSKY /s/ Paul Dumaine Paul Dumaine, Attorney-in-fact for Michael J. Simanovsky

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