Business Context and Reporting Period
This Form 8-K is filed by Platinum Eagle Acquisition Corp. (the "Company") on February 28, 2019. The filing serves as a Regulation FD disclosure regarding a proposed business combination between the Company, Target Logistics Management, LLC ("Target Lodging"), and RL Signor Holdings, LLC ("Signor Lodging"). The report discloses the release of audited combined financial statements for Algeco US Holdings LLC and Arrow Parent Corporation for the years ended December 31, 2018 and 2017, along with unaudited pro forma condensed financial information as of December 31, 2018.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are contained within the attached exhibits (Exhibits 99.1, 99.2, and 99.3) which are incorporated by reference but not detailed in the body of this report.
Material Changes
The primary material event is the release of financial data in connection with the Business Combination. The Company notes that the Registration Statement on Form S-4 was declared effective by the SEC on February 14, 2019, and the definitive proxy statement/prospectus was mailed to shareholders of record as of January 17, 2019.
Guidance, Outlook, and Risks
- Management Commentary: The filing directs investors to the "Management's Discussion and Analysis of Results of Operations and Financial Condition" (MD&A) found in Exhibit 99.2 for detailed operational analysis.
- Legal Status: The information in this Item 7.01 is not deemed "filed" under Section 18 of the Exchange Act and shall not be incorporated by reference into other filings unless specifically referenced.
- Solicitation Notice: This report does not constitute a solicitation of proxies or an offer to sell securities. Shareholders are advised to read the definitive proxy statement/prospectus for complete information regarding the transaction.
Investor Verification Checklist
- Review the definitive proxy statement/prospectus (Form S-4, File No. 333-228363) for full details on the Business Combination.
- Examine Exhibit 99.1 for the audited combined financial statements of Algeco US Holdings LLC and Arrow Parent Corporation.
- Review Exhibit 99.3 for the unaudited pro forma condensed financial information to understand the projected financial position post-combination.
- Verify the list of participants in the solicitation and their interests as detailed in the proxy statement.