Business Context and Reporting Period
This Form 8-K was filed by Platinum Eagle Acquisition Corp. on March 6, 2019. The filing discloses a proposed $340 million senior secured notes offering by Arrow Bidco, LLC, to fund a business combination with Target Logistics Management, LLC ("Target Lodging") and RL Signor Holdings, LLC ("Signor Lodging"). The filing serves as a Regulation FD disclosure regarding information intended for prospective investors in the notes offering.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, or liquidity metrics for the reporting period. The primary financial data point disclosed is the proposed debt issuance:
- Proposed Debt Offering: $340 million aggregate principal amount of senior secured notes due 2024.
- Use of Proceeds: Funding the business combination, prepaying existing third-party and intercompany indebtedness, paying transaction fees/expenses, and providing working capital for the combined company.
Material Changes
The filing announces a material change in capital structure and corporate status pending the completion of the Business Combination:
- Capital Structure: Arrow Bidco will issue $340 million in new senior secured notes.
- Corporate Structure: Upon completion, Arrow Bidco will become the direct parent of Target Lodging and Signor Lodging and an indirect, wholly-owned subsidiary of Platinum Eagle Acquisition Corp.
- Debt Repayment: Proceeds will be used to prepay certain existing indebtedness.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The Company has filed a registration statement on Form S-4 (declared effective February 14, 2019) containing the definitive proxy statement/prospectus. Shareholders are advised to review this document for detailed information regarding the targets and the combination.
Risks and Contingencies:
- Regulatory Status: The Notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the U.S. absent registration or an applicable exemption.
- Non-Filing Status: The information furnished in this 8-K (including Exhibit 99.1) is not deemed "filed" under the Exchange Act and will not be incorporated by reference into other filings.
- Transaction Completion: The debt offering and business combination are subject to the terms of the definitive proxy statement/prospectus and shareholder approval.
Investor Verification Checklist
- Verify the terms of the $340 million senior secured notes due 2024 in the attached Exhibit 99.1.
- Review the definitive proxy statement/prospectus (Form S-4, File No. 333-228363) for details on the business combination and shareholder voting.
- Confirm the status of the prepayment of existing third-party and intercompany indebtedness.
- Check for any updates on the closing of the Business Combination between Platinum Eagle, Target Lodging, and Signor Lodging.