TDR Capital entities trim Target Hospitality (TH) stake via 8.05M-share sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Target Hospitality Corp. disclosed that investment entities affiliated with TDR Capital restructured and reduced their indirect stake. On May 28, 2026, MFA Global and Arrow Holdings distributed an aggregate 1,203,134 shares of common stock to certain limited partners for no consideration. On May 29, 2026, the same entities sold an aggregate 8,050,000 shares in an underwritten public offering at $16.3625 per share. After these transactions, they continued to hold 47,322,869 shares indirectly through Arrow and MFA Global, and various TDR Capital-related entities may be deemed beneficial owners but expressly disclaim beneficial ownership beyond their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
TDR Capital II Investments LP, Arrow Holdings S.a.r.l., MFA Holding S.a.r.l., MFA Limited Partnership SLP, MFA Global S.a.r.l., TDR Capital LLP, Sapphire Holding S.a r.l., Lindsay Gary, DALE MANJIT, Mitchell Thomas Andrew
Role
null | null | null | null | null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock, par value $0.0001 per share | 8,050,000 | $16.36 | $131.70M |
| Other | Common Stock, par value $0.0001 per share | 1,203,134 | $0.00 | -- |
Holdings After Transaction:
Common Stock, par value $0.0001 per share — 47,322,869 shares (Indirect, See footnotes)
Footnotes (1)
- On May 28, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") distributed an aggregate of 1,203,134 shares of common stock of the Issuer, par value $0.0001 per share (the "Common Stock") to certain limited partners of MFA Global and Arrow, respectively, for no consideration. On May 29, 2026, MFA Global and Arrow sold an aggregate of 8,050,000 shares of Common Stock (including 1,050,000 shares of Common Stock pursuant to the underwriters' option to purchase additional shares), in an underwritten public offering pursuant to the prospectus supplement dated May 28, 2026, and accompanying registration statement on Form S-3 (File No. 333-230795). The shares were sold at a price of $16.3625 per share. Includes (i) 35,973,253 shares of Common Stock held by Arrow and (ii) 11,349,616 shares of Common Stock held by MFA Global. As the controlling shareholder of Arrow, TDR Capital II Investments LP may be deemed the beneficial owner of the securities of the Issuer held by Arrow. Sapphire Holding S.a r.l. is the direct shareholder of Arrow and wholly owned by TDR Capital II Investments LP. MFA Holding S.a r.l. ("MFA Holding") is the controlling shareholder of MFA Limited Partnership SLP ("MFA SLP" and together with MFA Holdings and MFA Global, the "MFA Entities"), which is the controlling shareholder of MFA Global. TDR Capital II Investments LP, as the controlling shareholder of MFA Holding, may be deemed the beneficial owner of the securities of the Issuer held by MFA Global. As manager of TDR Capital II Investments LP, TDR Capital LLP may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Global. As a founding partner of TDR Capital LLP, Manjit Dale may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Holding. As managing partners of TDR Capital LLP, Gary Lindsay and Thomas Mitchell may be deemed the beneficial owners of such securities of the Issuer held by Arrow and MFA Holding. Each of TDR Capital II Investments LP, TDR Capital LLP, Manjit Dale, Gary Lindsay and Thomas Mitchell (the "TDR Persons") may be deemed the beneficial owner of all or a portion of the securities reported herein. Each of the TDR Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or his pecuniary interest therein. The filing of this report shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the TDR Persons are the beneficial owners of any of the securities reported herein.
Key Figures
Underwritten sale size: 8,050,000 shares
Offering price: $16.3625 per share
Distributed shares: 1,203,134 shares
+4 more
7 metrics
Underwritten sale size
8,050,000 shares
Common stock sold May 29, 2026 in underwritten public offering
Offering price
$16.3625 per share
Price for 8,050,000 shares sold by MFA Global and Arrow
Distributed shares
1,203,134 shares
Common stock distributed May 28, 2026 to certain limited partners
Post-transaction holdings
47,322,869 shares
Common stock held indirectly after transactions via Arrow and MFA Global
Arrow holdings
35,973,253 shares
Common stock held by Arrow Holdings S.a r.l.
MFA Global holdings
11,349,616 shares
Common stock held by MFA Global S.a r.l. (in liquidation)
Restructuring volume
9,253,134 shares
Aggregate shares involved in J-code restructuring transactions
Key Terms
underwritten public offering, limited partners, registration statement on Form S-3, beneficial owner, +2 more
6 terms
underwritten public offering financial
"sold an aggregate of 8,050,000 shares of Common Stock ... in an underwritten public offering"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
limited partners financial
"distributed an aggregate of 1,203,134 shares ... to certain limited partners of MFA Global and Arrow"
Limited partners are investors who provide most of the capital to an investment partnership but do not run its day-to-day business; they have liability only up to the amount they invested. Think of them as silent backers who hire a manager to make decisions and share in profits or losses; their importance to investors lies in shaping how much money a fund can deploy, the risk and return profile they receive, and the liquidity and fees associated with that investment.
registration statement on Form S-3 regulatory
"underwritten public offering pursuant to the prospectus supplement ... and accompanying registration statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
beneficial owner financial
"may be deemed the beneficial owner of the securities of the Issuer held by Arrow"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or his pecuniary interest therein"
Section 16 of the Securities Exchange Act of 1934 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
