Business Context and Reporting Period
This Form 8-K is filed by Platinum Eagle Acquisition Corp. (the "Company") on February 7, 2019. The filing serves as a Regulation FD disclosure regarding a previously announced business combination between the Company, Target Logistics Management, LLC ("Target Lodging"), and RL Signor Holdings, LLC ("Signor Lodging"). The report announces the release of preliminary financial results for 2018 and a financial outlook for 2019.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. It references a press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2) containing preliminary 2018 results and 2019 outlook, but the data itself is not included in the body of this 8-K.
Material Changes
No material changes to financial metrics are detailed in this document. The filing focuses on the procedural announcement of the business combination and the availability of new financial information in attached exhibits.
Guidance, Outlook, and Risks
- Outlook: The Company and Target Lodging issued a press release on February 7, 2019, containing a financial outlook for 2019.
- Business Combination Status: A registration statement on Form S-4 (File No. 333-228363) has been filed with the SEC, which includes a proxy statement/prospectus for shareholder voting.
- Legal Disclaimer: The information in this Item 7.01 and the attached exhibits is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not subject to the liabilities of that section.
- No Solicitation: This report does not constitute a solicitation of a proxy or an offer to sell securities.
Investor Verification Checklist
- Review the attached Press Release (Exhibit 99.1) for specific 2018 preliminary financial results.
- Examine the Investor Presentation (Exhibit 99.2) for the detailed 2019 financial outlook.
- Read the preliminary and definitive proxy statement/prospectus in the Form S-4 (File No. 333-228363) for comprehensive details on the Business Combination.
- Verify the list of participants in the solicitation and their interests as described in the Form S-1 and the Registration Statement.