Platinum Eagle Acquisition Corp. Enters into Merger Agreements with Target Logistics Management, LLC and RL Signor Holdings, LLC
Combined company to be called Target Hospitality and expected to be listed on the Nasdaq Stock Market
Transaction reflects an initial enterprise valuation for the combined entity of approximately $1.4 billion, or approximately 8.4x estimated 2019 pro forma Adjusted EBITDA(1), fully diluted and including transaction expenses
Merger to create the U.S.’s largest provider of specialty rental accommodation space combining most attractive elements of premium catering and hospitality value-add services
Combined company to be well-positioned to capitalize on the strong demand drivers for flexible accommodation and culinary solutions
Current Target Lodging management team to lead
Joint Investor Conference Call Scheduled for November 14,
2018 at 10:00 am EDT
LOS ANGELES & THE WOODLANDS, Texas (November 13, 2018) – Platinum Eagle Acquisition Corp. (Nasdaq: EAGL) (“Platinum Eagle”), a publicly traded special purpose acquisition company, Target Logistics Management, LLC (“Target Lodging”), and RL Signor Holdings, LLC (“Signor Lodging”) announced today that the companies have entered into definitive merger agreements for a business combination transaction to create the largest provider of specialty rental accommodations with premium catering and value-add hospitality services in the U.S. The combined company will be well-positioned to capitalize on strong demand drivers for fully-integrated accommodation, hospitality and culinary solutions across a range of geographic and sector end markets.
Under the terms of the business combination agreement, Target Lodging and Signor Lodging will become wholly-owned subsidiaries of Platinum Eagle. Immediately following the closing of the proposed transactions, Platinum Eagle intends to change its name to Target Hospitality Corp. and remain Nasdaq-listed under a new ticker symbol.
Target Lodging, headquartered in The Woodlands, Texas, is the largest provider of turnkey accommodations in the U.S., featuring a vertically-integrated model that provides premium catering and value-add hospitality solutions. On September 10, 2018, Target Lodging entered into an agreement to operate and manage Signor Lodging, a leading provider of specialty rental accommodations to oil and gas customers in Texas. This strategic transaction expanded Target Lodging’s footprint and broadened its offerings in the fundamentally strong Permian and Anadarko Basins, creating more flexibility to service current and future customers. Target Lodging and Signor Lodging collectively own and/or operate 22 communities in the United States with approximately 13,000 total beds, supporting oil and gas, as well as government agencies and contractors.
Upon the closing of the proposed transaction, the combined company is poised to benefit from increased scale and density in served markets, enhanced vertically-integrated solutions for customers, greater financial strength, and expanded value-creation opportunities. The combined company will be led by Target Lodging’s highly experienced management team, including President and Chief Executive Officer Brad Archer, Chief Financial Officer Andy Aberdale and Chief Commercial Officer Troy Schrenk, who will continue to serve in their respective roles. Stephen Robertson, Co-Founder of TDR Capital, the private equity firm that owns Algeco, the parent of Target Lodging, and also owns Signor Lodging, will serve as Chairman of the combined company and will be joined on the board by Gary Lindsay, a Partner at TDR Capital, and Jeff Sagansky, CEO of Platinum Eagle.
The transaction reflects an initial enterprise valuation for the combined entity of $1.397 billion, representing a fully diluted multiple, including transaction expenses, of approximately 8.4x estimated 2019 pro forma Adjusted EBITDA(1). The cash component of the purchase price to be paid to the equity holders of Target Lodging will be funded by Platinum Eagle’s cash in trust, which is approximately $325 million, secured commitments for a $80 million common stock private placement at $10.00 per share from large institutional investors, including funds and accounts managed by investment advisor subsidiaries of Blackrock, Inc., and newly raised debt financing. The balance of the purchase price for Target Lodging will be paid in common equity of Platinum Eagle. TDR Capital will be contributing Signor Lodging in exchange for common equity of Platinum Eagle.
Jeff Sagansky, CEO of Platinum Eagle, commented, “This strategic business combination strengthens Target Lodging’s ability to meet customers' needs through an unparalleled suite of vertically integrated solutions. It also amplifies Target Lodging’s specialty rental financial model; powerful unit economics, long-term contracted revenues, high Adjusted EBITDA(1) margins
Brad Archer, CEO of Target Lodging, said, “We are thrilled to combine the assets of Signor with ours and the significant capital resources of Platinum Eagle. These transactions will create a powerful platform and enhance our financial flexibility to accelerate growth. We look forward to growing our customer base, building new facilities, and further integrating our culinary and managed services across our network. We have already begun to realize meaningful synergies through our existing agreement with Signor.”
Stephen Robertson, Co-Founder of TDR Capital, said, “The leadership team of Brad, Andy
The respective boards of directors or managers, as applicable, of Platinum Eagle, Target Lodging and Signor Lodging have unanimously approved the proposed transaction. Completion of the proposed transaction is subject to Platinum Eagle stockholder approval, the condition that Platinum Eagle
Deutsche Bank Securities Inc. and BofA Merrill Lynch are acting as capital markets advisors and private placement agents to Platinum Eagle. Oppenheimer & Co. Inc. is acting as
Conference Call Information
Investors may listen to a pre-recorded call regarding the proposed transaction at 10:00 am EST on November 14, 2018. The pre-recorded call may be accessed by dialing (888) 820-4544 for domestic callers or (470) 279-3876 for international callers. Once connected with the operator, please provide the entry code of “asset89.”
A replay of the call will also be available from 1:00 pm EST on November 14,
On the call, the presenters will be reviewing an investor presentation, which will be filed with the Securities and Exchange Commission (“SEC”) as an exhibit to a Current Report on Form 8-K prior to the call, and available on the SEC website at www.sec.gov.
Additional Information about the Transaction and Where to Find It
In connection with the proposed business combination, Platinum Eagle has filed a registration statement on Form S-4 (the "Registration Statement") with the SEC, which will include a proxy statement/prospectus, that will be both the proxy statement to be distributed to holders of Platinum Eagle's ordinary shares in connection with Platinum Eagle's solicitation of proxies for the vote by Platinum Eagle's shareholders with respect to the business combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the business combination. After the Registration Statement is declared effective, Platinum Eagle will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. Platinum Eagle's shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain important information about Williams Scotsman, Platinum Eagle
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 Platinum Eagle's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC and is available free of charge at the SEC's
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
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
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, 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
Certain statements made in this release are "
(1) Non-GAAP Financial Measures
This press release includes projected Adjusted EBITDA, which is a measurement not calculated in accordance with
Adjusted EBITDA is defined as net income (loss) before income tax expense, net interest expense, depreciation
ICR for Platinum Eagle
Rodny Nacier, 646-677-1237