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Platinum Eagle Acquisition Corp. Enters into Merger Agreements with Target Logistics Management, LLC and RL Signor Holdings, LLC

Charles Gross 7 years ago

NewsM&A

Platinum Eagle Acquisition Corp. (NASDAQ:EAGL), 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.

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