Arrow Bidco, LLC, a Delaware limited liability company (the
“Issuer”), today announced that it is launching an offering of $340
million in aggregate principal amount of senior secured notes due
2024 (the “Notes”). The proceeds of the offering will be used,
together with funds from other sources to: (i) fund Target
Logistics Management, LLC’s (“Target Lodging”) and RL Signor
Holdings LLC’s (“Signor Lodging”) planned business combination (the
“Business Combination”) with Platinum Eagle Acquisition Corp., a
Nasdaq-listed special purpose acquisition company (Nasdaq: EAGL)
(“Platinum Eagle”), (ii) prepay certain existing third-party and
intercompany indebtedness, (iii) pay fees and expenses incurred in
connection with the Business Combination and (iv) provide cash for
the combined company’s balance sheet. After giving effect to the
Business Combination, the Issuer will be the direct parent of
Target Lodging and Signor Lodging and an indirect, wholly-owned
subsidiary of Platinum Eagle (which will be renamed “Target
Hospitality” in connection with the Business Combination).
The Notes are being offered in a private placement transaction
to qualified institutional buyers in accordance with Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”), and outside the United States to non-U.S. persons in
accordance with Regulation S under the Securities Act. The Notes
have not been registered under the Securities Act or the securities
laws of any other jurisdiction and may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements.
About the Issuer
The Issuer is the direct parent of Signor Lodging and a direct
subsidiary of Arrow Parent Corp. (“Arrow Parent”). In connection
with the Business Combination, Arrow Parent will merge with and
into Topaz Holdings LLC (“Topaz Holdings”), a wholly-owned
subsidiary of Platinum Eagle and, as a result, Arrow Bidco will
become a direct wholly-owned subsidiary of Topaz Holdings.
About Target Lodging
Founded in 1978, Target Lodging is the largest vertically
integrated specialty rental and hospitality services company in the
United States. The company is principally focused on building,
owning and operating housing communities across several end
markets, including oil and gas, energy infrastructure and
government. Target Lodging provides cost-effective and customized
specialty rental accommodations, culinary services, and hospitality
solutions, including site design, construction, operations,
security, housekeeping, catering, concierge services, and health
and recreation facilities as part of its integrated housing and
hospitality communities. Target Lodging was named by Inc. magazine
in 2012 and 2013 as one of “America’s Fastest Growing Private
Companies.” Target Lodging has been an Algeco company since
2013.
About Signor Lodging
Signor Lodging, founded in 1990, specializes in superior remote
workforce housing serving oil and gas customers throughout the
Permian and Eagle Ford Basins. Signor Lodging operates nine
properties across West Texas, Southeast New Mexico and
Oklahoma.
About Platinum Eagle
Platinum Eagle was formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses.
Platinum Eagle raised $325 million in its initial public offering
and began trading on Nasdaq in January 2018. Its Class A ordinary
shares, units and warrants trade under the ticker symbols EAGL,
EAGLU and EAGLW, respectively.
Additional Information About the Business Combination
In connection with the business combination, Platinum Eagle has
filed a registration statement on Form S-4 (the "Registration
Statement") with the United States Securities and Exchange
Commission (“SEC”), which includes a proxy statement/prospectus,
that is both the proxy statement to be distributed to holders of
Platinum Eagle's ordinary shares in connection with Extraordinary
General Meeting, as well as the prospectus relating to the offer
and sale of the securities to be issued in the business
combination. The Registration Statement was declared effective on
February 14, 2019, and Platinum Eagle mailed the definitive proxy
statement/prospectus and other relevant documents to its
shareholders of record as of January 17, 2019. Platinum Eagle's
shareholders and other interested persons are advised to read the
definitive proxy statement/prospectus, as it contains important
information about Target Lodging, Signor Lodging, Platinum Eagle
and the business combination. Shareholders may also obtain copies
of the definitive proxy statement/prospectus and other documents
filed with the SEC or incorporated by reference in the definitive
proxy statement/prospectus, without charge, at the SEC's web site
at www.sec.gov, or by directing a request to: Platinum Eagle
Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los
Angeles, California, Attention: Eli Baker, President, Chief
Financial Officer and Secretary, (310) 209-7280.
Participants in the Solicitation
Platinum Eagle and its directors and executive officers may be
deemed participants in the solicitation of proxies from Platinum
Eagle's shareholders with respect to the business combination. A
list of the names of those directors and executive officers and a
description of their interests in Platinum Eagle is contained in
the definitive proxy statement/prospectus for the business
combination, which was filed with the SEC on February 19, 2019 and
is available free of charge at the SEC's web site at www.sec.gov,
or by directing a request to Platinum Eagle Acquisition Corp., 2121
Avenue of the Stars, Suite 2300, Los Angeles, California,
Attention: Eli Baker, President, Chief Financial Officer and
Secretary, (310) 209-7280.
Each of Target Lodging and Signor Lodging and its directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of Platinum Eagle in
connection with the business combination. A list of the names of
such directors and executive officers and information regarding
their interests in the business combination are contained in the
definitive proxy statement/prospectus for the business
combination.
Forward-Looking Statements
Certain statements made in this release are "forward looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this press release, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future,"
"propose" and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside Platinum Eagle's, Target Lodging’s or Signor
Lodging’s control, that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual
results or outcomes include the inability to complete the business
combination (including due to the failure to receive required
shareholder approvals, or the failure of other closing conditions);
the inability to recognize the anticipated benefits of the proposed
business combination; the inability to meet Nasdaq listing
standards; costs related to the business combination; Target
Hospitality’s ability to manage growth; Target Hospitality’s
ability to execute its business plan and meet its projections;
Target Hospitality’s ability to identify, consummate and integrate
acquisitions; rising costs adversely affecting Target Hospitality’s
profitability; potential litigation involving Platinum Eagle,
Target Lodging, Signor Lodging, or after the closing, Target
Hospitality, and general economic and market conditions impacting
demand for Target Lodging’s products and services, and in
particular economic and market conditions in the oil industry in
the markets in which Target Hospitality operates. None of Platinum
Eagle, Target Lodging or Signor Lodging undertakes any obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Disclaimer
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities and
shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there by any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of section 10 of the Securities
Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190306005521/en/
InvestorsNarinder Sahai,
832-702-8009IR@targetlodging.comorRodny Nacier,
832-702-8009IR@targetlodging.comMediaJason Chudoba,
646-277-1249Jason.Chudoba@icrinc.comorElyse Gentile,
646-677-1823Elyse.Gentile@icrinc.com
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