Majority Shareholder Low Ball Bid, Now Contemplating Strategic Alternate options


Andrew Walker lately had Matt Turk on his podcast the place they mentioned this concept.  I typically agree, however for my very own course of, I needed to put in writing out my ideas as effectively.

Goal Hospitality (TH) ($1.2B market cap) is a supplier of cellular non permanent housing (beforehand colloquially known as “man camps”) that traditionally targeted on the power exploration sector (about 1/4 of their enterprise as we speak) however over the past decade, and largely in the previous couple of years, TH has moved into the enterprise of housing migrants crossing the U.S. southern border.  Their largest contract is an inflow care facility (“ICF”) known as Pecos Kids’s Heart in Texas that homes unaccompanied minors, by legislation unaccompanied minors can’t be deported instantly and efforts have to be made to reunite them with members of the family.  Throughout this time interval, which might final a number of years, the minors want cheap and secure housing quarters.  There may be political threat on this enterprise, for some time there some of these camps have been known as “youngsters in cages” and different politically charged phrases.  However with a lot of migrants coming from destabilized locations like Venezuela, Ecuador and Haiti, the necessity for secure non permanent housing would not seem like going away anytime quickly.

The oil & fuel housing enterprise is just not significantly nice, Civeo (CVEO) is an effective comparable, many oil & fuel tasks require considerably extra workers (non permanent residents) in the course of the starting of tasks and comparatively few are wanted in the course of the upkeep intervals, placing the enterprise on the whims of commodity cycles.  However with authorities contracts, contracts are usually longer in length, my psychological mannequin for the unaccompanied minors camps is extra inline with authorities contractors that present companies to international U.S. navy bases in battle zones.  One thing like V2X (VVX, fka Vectrus, a spin from XLS) involves thoughts, there is a steady want for occupancy so long as the necessity is there and that want usually lasts longer than the general public expects on the outset.

Goal Hospitality is presently pretty low-cost at solely 6x EBITDA with minimal debt (administration tasks to be in a internet money place by yr finish).

CVEO and VVX clearly aren’t good comps, however I’ve owned each companies within the distant previous and observe them loosely, CVEO trades for 5x EBTDA and VVX trades for 8.5x EBITDA.  Mixing the 2 based mostly on Goal Hospitality’s enterprise combine will get me one thing nearer to a 7.5x a number of or a $14.50 share value.

TH is a former 2019 classic SPAC (earlier than all of the craziness) and continues to be 65% owned by Arrow Holdings (now TDR Capital), TDR Capital submitted a bid on 3/25/24 to buyout the minority shareholders for $10.80/share.  The next day, Conversant Capital (similar agency that was concerned with Indus Realty (INDT) and presently the controlling shareholder of Sonida Senior Residing (SNDA)) popped up with a 5% possession submitting with the beneath disclosure:

As beforehand disclosed in its filings on Type 13F, Conversant Capital LLC has owned a considerable place within the Firm Widespread Inventory for roughly two years, within the type of shares of Widespread Inventory and choices to buy shares of Widespread Inventory. As long-term traders within the Firm, the Reporting Individuals intently monitor developments concerning the shares of Widespread Inventory. The reporting individuals are conscious that TDR Capital LLP (“TDR”) has made an unsolicited non-binding proposal to the Board of Administrators of the Firm pursuant to which Arrow proposes to take the Firm personal by buying the entire excellent shares of Widespread Inventory, apart from these already owned by any of Arrow, any funding fund managed by TDR or their respective associates. The Reporting Individuals intend to evaluate that proposal and another proposals made in reference to their analysis of their funding within the Firm to guage whether or not any such proposal is within the Reporting Individuals’ greatest pursuits.

In TDR’s supply letter, they’re requiring their supply obtain a majority of the minority shareholders vote for the deal, with Conversant a big and now public shareholder, they supply credible safety in opposition to a take beneath.  A particular committee was shaped on 4/29/24 to think about the supply, the press launch additionally talked about the next:

The mandate of the Particular Committee is to think about and consider the Proposal and any different proposals or different strategic alternate options that could be obtainable to the Firm.  The Particular Committee has retained Centerview Companions LLC and Ardea Companions LP as its monetary advisors and Cravath, Swaine & Moore LLP as its authorized advisor.

Feels like a full course of might be underway and never simply an unique negotiation with TDR Capital.  If nothing comes of the method, I nonetheless suppose the shares are low-cost as the corporate has vaguely mentioned being within the procurement stage on a number of massive contracts together with one other ICF/unaccompanied minor location, uncommon earth mines, massive expertise tasks, and so on.  A number of of which have been described as “impactful” on earnings calls.  In whole, they count on to generate $500MM in free money over the following a number of years that will probably be used to deploy into new progress alternatives which may additional diversify the enterprise mannequin, doubtlessly additional elevating the a number of.

Disclosure: I personal shares of TH 

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