SEC Form SC 13G filed by Target Hospitality Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

CUSIP No. 87615L107

13G

(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.

Item 2. (b)

The principal business address for each of the Reporting Persons is 25 Deforest Ave., Summit, NJ 07901.

Item 2. (c)

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 States of America.

Common Stock, $0.0001 par value per share (“Common Stock”).

The CUSIP number for the Common Stock is 87615L107.

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.

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.

 

CONVERSANT OPPORTUNITY MASTER FUND LP

 

 

 

 

 

By:

Conversant GP Holdings LLC

 

 

 

Name:  

Paul Dumaine

 

 

 

Title:

General Counsel and Chief Compliance Officer

 

 

 

 

 

 

 

 

CONVERSANT GP HOLDINGS LLC

 

 

 

 

 

By:

 

 

 

Name:

Paul Dumaine

 

 

 

Title:

General Counsel and Chief Compliance Officer

 

 

 

 

 

 

 

 

CONVERSANT CAPITAL LLC

 

 

 

 

 

By:

 

 

 

Name:

Paul Dumaine

 

 

 

Title:

General Counsel and Chief Compliance Officer

 

 

 

 

 

 

MICHAEL SIMANOVSKY

 

 

 

 

 

 

Paul Dumaine, Attorney-in-fact for Michael J. Simanovsky