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.
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