Outside view of Target Lodging

Platinum Eagle Acquisition Wins Shareholder Nod for Merger

Platinum Eagle Acquisition Wins Shareholder Nod for Merger with Target Logistics Management, RL Signor Holdings

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7 March 2019 - Shareholders of US-based special purpose acquisition company Platinum Eagle Acquisition Corp. (NASDAQ: EAGL) have approved the company’s pending merger with Target Logistics Management, LLC, and RL Signor Holdings, LLC, the company said.

The combined company is to be renamed Target Hospitality Corp. and will continue to be listed on NASDAQ Stock Market.

This merger will create the US’s largest provider of specialty rental accommodations combining most attractive elements of premium catering and hospitality value-add services.

The respective boards of directors or managers, as applicable, of Platinum Eagle, Target Lodging and Signor Lodging had previously approved the proposed business combination transaction and recommended that its shareholders vote in favor.

The merger is expected to close no later than March 15, 2019, subject to the satisfaction of certain closing conditions, including, among other things, the receipt of requisite debt financing.

In connection with the closing, Target Lodging and Signor Lodging will become wholly-owned subsidiaries of Platinum Eagle and Platinum Eagle will change its name to Target Hospitality Corp. The combined company’s common stock and warrants will continue be listed on NASDAQ’s Capital Market under the new ticker symbols “TH” and “THWWW,” respectively.

Platinum Eagle was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with one or more businesses.

Platinum Eagle raised USD 325m 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.

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, gas, energy infrastructure and government.

Target Lodging provides 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.

Signor Lodging, founded in 1990, specialises 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.

Deutsche Bank Securities Inc. and BofA Merrill Lynch served as capital markets advisors and private placement agents to Platinum Eagle. Oppenheimer and Co. Inc. acted as exclusive financial advisor on the transaction. Deutsche Bank Securities Inc. served as general financial advisor to Platinum Eagle.

Winston and Strawn LLP acted as legal advisor to Platinum Eagle and Allen and Overy LLP acted as legal advisor to Target Lodging and Signor Lodging.

Status: Agreed

Financing:

Type: LBO

Vendor:

Buyer: Platinum Eagle Acquisition

Buyer advisor: Deutsche Bank Securities

Buyer advisor: BofA Merrill Lynch

Buyer advisor: Oppenheimer and Co. Inc

Buyer advisor: Deutsche Bank Securities Inc

Buyer advisor: Winston and Strawn

Comment: The combined company is to be renamed Target Hospitality Corp. and will continue to be listed on NASDAQ Stock Market

Country: USA

Deal size (USD): 325m

Sector: Construction/Real Estate

Target: Target Logistics Management, RL Signor Holdings