Business Context and Reporting Period
This Form 8-K is filed by Platinum Eagle Acquisition Corp. (the "Company"), a Cayman Islands corporation, on November 28, 2018. 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 that management of Target Lodging will present details of the transaction at the Credit Suisse Industrials Conference on November 29, 2018.
Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the Company, Target Lodging, or Signor Lodging. This document is a procedural disclosure regarding an upcoming investor presentation and does not contain audited or unaudited financial statements.
Material Changes
No material changes to financial performance or position are reported in this filing. The primary event is the scheduling of an investor presentation to discuss the proposed business combination.
Guidance, Outlook, and Risks
- Transaction Status: The Company has filed a registration statement on Form S-4 (File No. 333-228363) with the SEC, which includes a proxy statement/prospectus for shareholder voting on the business combination.
- Shareholder Action: Shareholders are advised to read the preliminary and definitive proxy statement/prospectus for important information regarding the transaction. These documents will be mailed to shareholders once the registration statement is declared effective.
- Legal Disclaimers: The filing explicitly states it does not constitute a solicitation of proxies, consent, or authorization, nor does it constitute an offer to sell securities. The information provided in the attached press release and investor presentation is not deemed "filed" for purposes of Section 18 of the Exchange Act.
- Participants: Directors and executive officers of the Company, Target Lodging, and Signor Lodging are deemed participants in the solicitation of proxies.
Key Facts for Investor Verification
- Verify the status of the Form S-4 registration statement (File No. 333-228363) on the SEC website.
- Review the attached Exhibits 99.1 (Press Release) and 99.2 (Investor Presentation) for specific deal terms and financial projections not included in this summary.
- Monitor for the mailing of the definitive proxy statement/prospectus to shareholders.
- Confirm the record date for voting on the business combination once established by the Company.