Item 8.01 Other Events
As previously disclosed, on November 4, 2020, Target Hospitality Corp. (the
"Company") received an unsolicited non-binding proposal (the "Proposal") from
Arrow Holdings S.à r.l. ("Arrow"), an affiliate of TDR Capital LLP ("TDR"), to
acquire all of the outstanding shares of the Company's common stock, par value
$0.0001 per share (the "Common Stock"), that are not owned by any of Arrow, any
investment fund managed by TDR or their respective affiliates, for cash
consideration of $1.50 per share. As of November 4, 2020, Arrow, TDR and their
respective affiliates owned approximately 63% of the outstanding shares of the
Common Stock of the Company and two of the Company's directors are affiliated
with TDR.
Following receipt of the Proposal, the board of directors of the Company (the
"Board") established a special committee (the "Special Committee") consisting of
Messrs. Andrew Studdert and Martin Jimmerson and Ms. Joy Berry, each of whom is
an independent and disinterested director, and established a clear mandate for
the Special Committee, which included definitive authority to review, evaluate,
investigate and negotiate the terms and conditions of the Proposal, and reject
or approve the Proposal. Following such establishment, the Special Committee
retained Jenner & Block LLP, as its own outside legal counsel and Houlihan Lokey
Capital, Inc., as its own outside financial advisor and has commenced its review
and evaluation of the Proposal.
As Arrow disclosed in its letter to the Board filed as an exhibit to its
Schedule 13D/A filing on November 4, 2020, the Proposal is conditioned upon,
among other things, the approval of a special committee of independent
directors, as advised by independent legal and financial advisors, and is
subject to a non-waivable condition requiring approval by the holders of a
majority of the outstanding shares of the Common Stock that are not owned or
controlled by Arrow or TDR or any stockholders rolling over their equity in the
proposed transaction contemplated by the Proposal.
There can be no assurance that Arrow will make any definitive offer to the
Company, that the Proposal will be accepted by the Special Committee, that
definitive documentation relating to any such transaction will be executed, or
that a transaction will be consummated in accordance with that documentation, if
at all. The Company does not undertake any obligation to provide any updates
with respect to this or any other transaction, except as required under
applicable law.
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