4//SEC Filing
Algeco Investments B.V. 4
Accession 0001104659-19-022587
CIK 0001712189other
Filed
Apr 18, 8:00 PM ET
Accepted
Apr 19, 1:43 PM ET
Size
22.1 KB
Accession
0001104659-19-022587
Insider Transaction Report
Form 4
MFA Global S.a.r.l.
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2019-04-17−10,057,462→ 64,728,865 total(indirect: By Arrow Holdings S.a r.l. and Algeco Investments B.V.)
Algeco Investments 1 S.a.r.l.
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2019-04-17−10,057,462→ 64,728,865 total(indirect: By Arrow Holdings S.a r.l. and Algeco Investments B.V.)
Algeco Investments 3 S.a.r.l.
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2019-04-17−10,057,462→ 64,728,865 total(indirect: By Arrow Holdings S.a r.l. and Algeco Investments B.V.)
MFA Holding S.a.r.l.
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2019-04-17−10,057,462→ 64,728,865 total(indirect: By Arrow Holdings S.a r.l. and Algeco Investments B.V.)
MFA Limited Partnership SLP
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2019-04-17−10,057,462→ 64,728,865 total(indirect: By Arrow Holdings S.a r.l. and Algeco Investments B.V.)
Algeco Investments B.V.
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2019-04-17−10,057,462→ 64,728,865 total(indirect: By Arrow Holdings S.a r.l. and Algeco Investments B.V.)
Algeco Investments 2 S.a.r.l.
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2019-04-17−10,057,462→ 64,728,865 total(indirect: By Arrow Holdings S.a r.l. and Algeco Investments B.V.)
TDR Capital II Investments LP
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2019-04-17−10,057,462→ 64,728,865 total(indirect: By Arrow Holdings S.a r.l. and Algeco Investments B.V.)
Arrow Holdings S.a.r.l.
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2019-04-17−10,057,462→ 64,728,865 total(indirect: By Arrow Holdings S.a r.l. and Algeco Investments B.V.)
Footnotes (7)
- [F1]The shares of common stock of the Issuer, par value $0.0001 per share, reported on this Form 4 were distributed pursuant to the terms of that certain Amended and Restated Earn-Out Agreement dated November 11, 2018, by and among Target Logistics Management, LLC, Williams Scotsman International, Inc., Algeco Holding S.a r.l. ("Algeco Holdings"), Brian S. Lash as the Seller Representative and the other Sellers party thereto, and in accordance with the terms and conditions of that certain Agreement dated April 15, 2019 between Algeco Holdings and Brian S. Lash as the Seller Representative, on behalf of himself and each other Seller.
- [F2]Includes (i) 15,628,865 shares of Common Stock held by Algeco Investments B.V. ("Algeco") and (ii) 49,100,000 shares of Common Stock held by Arrow Holdings S.a r.l. ("Arrow").
- [F3]The shares of common stock of the Issuer reported on this Form 4 were acquired and are held by Arrow and Algeco in connection with the closing of a certain business combination. As the controlling shareholder of Arrow, TDR Capital II Investments LP, may be deemed the beneficial owner of the shares of the Issuer's common stock held by Arrow.
- [F4]Algeco Holdings is the controlling shareholder of Algeco Limited Partnership SLP ("Algeco SLP"), which is the controlling shareholder of Algeco Global S.a r.l. ("Algeco Global") which is the controlling shareholder of Algeco Investments 1 S.a r.l. (Lux) ("Algeco Investments 1"), which is the sole shareholder of Algeco Investments 2 S.a r.l. (Lux) ("Algeco Investments 2"), which is the sole shareholder of Algeco Investments 3 S.a r.l. (Lux) ("Algeco Investments 3" and together with Algeco Holdings, Algeco Global, Algeco SLP, Algeco Investments 1 and Algeco Investments 2, the "Algeco Entities").
- [F5]Algeco Investments 3 holds 40% of the share capital of Algeco, and Algeco Investments 2 holds the remaining 60%.
- [F6]TDR Capital II Investments LP, as the controlling shareholder of Algeco Holdings may be deemed the beneficial owner of the shares of the Issuer's common stock held by Algeco. As manager of TDR Capital II Investments LP, TDR Capital LLP may be deemed the beneficial owner of such shares of common stock of the Issuer held by Arrow and Algeco. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of common stock of the Issuer held by Arrow and Algeco.
- [F7]Each of TDR Capital II Investments LP, TDR Capital LLP, Stephen Robertson and Manjit Dale (the "TDR Persons") may be deemed to be 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.
Documents
Issuer
Target Hospitality Corp.
CIK 0001712189
Entity typeother
IncorporatedNetherlands
Related Parties
1- filerCIK 0001770229
Filing Metadata
- Form type
- 4
- Filed
- Apr 18, 8:00 PM ET
- Accepted
- Apr 19, 1:43 PM ET
- Size
- 22.1 KB