S-4/A 1 tv510468-s4a.htm S-4/A tv510468-s4a - block - 47.5565136s
As filed with the United States Securities and Exchange Commission on January 23, 2019
Registration No. 333-228363​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLATINUM EAGLE ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands
7000
98-1378631
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
(310) 209-7280
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Eli Baker
President, Chief Financial Officer and Secretary
2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067
(310) 209-7280
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joel L. Rubinstein
Jonathan P. Rochwarger
Elliott M. Smith
Winston & Strawn LLP
200 Park Avenue
New York, New York 10166
(212) 294-6700
William F. Schwitter
Jeffrey J. Pellegrino
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 610-6300
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the business combination described in the enclosed Proxy Statement/Prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer   ☐ Accelerated filer   ☐ Non-accelerated filer   ☒
Smaller reporting company   ☐ Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
This registration statement shall hereinafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933, as amended.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY 23, 2019
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
PLATINUM EAGLE ACQUISITION CORP.
PROSPECTUS FOR
16,391,623 UNITS (EACH UNIT COMPRISING ONE SHARE OF COMMON STOCK AND ONE-THIRD OF ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK),
24,608,377 SHARES OF CLASS A COMMON STOCK, 8,125,000 SHARES OF CLASS B COMMON STOCK AND 10,702,786 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK, IN EACH CASE, OF PLATINUM EAGLE ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION (WHICH WILL BE RENAMED TARGET HOSPITALITY CORP. IMMEDIATELY AFTER CONSUMMATION OF THE BUSINESS COMBINATION)
The board of directors of Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (“Platinum Eagle,” the “Company,” “we,” “us” or “our”), has unanimously approved (i) the agreement and plan of merger, dated as of November 13, 2018, as may be amended from time to time (the “Target Merger Agreement”), by and among the Company, Topaz Holdings LLC, a Delaware limited liability company (f/k/a Topaz Holdings Corp.) and a wholly-owned subsidiary of the Company (the “Holdco Acquiror,” and, together with the Company and Signor Merger Sub (defined below), the “Acquirors”), Algeco Investments B.V., a Netherlands besloten vennotschap (“Algeco Seller”), Arrow Bidco, LLC, a Delaware limited liability company (“Arrow Bidco”), and Algeco US Holdings LLC, a Delaware limited liability company (“Target Parent”), the owner of Target Logistics Management, LLC, a Massachusetts limited liability company (“Target”), pursuant to which Target Parent will merge with and into Arrow Bidco, with Arrow Bidco surviving the merger, and (ii) the agreement and plan of merger, dated as of November 13, 2018, as may be amended from time to time (the “Signor Merger Agreement” and, together with the Target Merger Agreement, the “Merger Agreements”), by and among the Company, the Holdco Acquiror, Signor Merger Sub LLC, a Delaware limited liability company (f/k/a Signor Merger Sub Inc.) and wholly-owned subsidiary of the Company and sister company to the Holdco Acquiror (“Signor Merger Sub”), Arrow Holdings S.a.r.l., a Luxembourg société à responsabilité limitée (“Arrow Seller” and, together with the Algeco Seller, the “Sellers”), and Arrow Parent Corp., a Delaware corporation (“Signor Parent”)), the owner of Arrow Bidco, and owner of RL Signor Holdings, LLC, a Delaware limited liability company (“Signor”), pursuant to which Signor Merger Sub will merge with and into Signor Parent, with Signor Parent, as sole parent of Arrow Bidco, surviving the merger (the transactions contemplated by the Merger Agreements, the “business combination”). Upon consummation of the business combination, the Holdco Acquiror will be the sole parent of Arrow Bidco, which will be the sole parent of each of Target and Signor and a wholly owned subsidiary of Platinum Eagle.
As described in this proxy statement/prospectus, Platinum Eagle’s shareholders are being asked to consider and vote upon (among other things) the business combination, which includes the change of Platinum Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “domestication”). The domestication is expected to be effectuated three calendar days prior to the closing of the business combination (the “Closing”). The continuing entity following the domestication will continue to be named Platinum Eagle Acquisition Corp. (“Platinum Eagle Delaware”). Concurrent with the Closing, the post-business combination company will be renamed Target Hospitality Corp. (“Target Hospitality”).
Under the Merger Agreements, the total amount payable by us will be $1.311 billion (which amount is inclusive of the amounts required to pay third party and intercompany indebtedness at the closing of the business combination and net of transaction expenses), of which (A) $562 million will be paid in cash (the “Cash Consideration”) and (B) the remaining $749 million will be paid to the Sellers in the form of shares of Target Hospitality common stock (as defined below) valued at $10.00 per share, with (i) 25,800,000 of such shares delivered to the Algeco Seller pursuant to the Target Merger Agreement and (ii) 49,100,000 of such shares delivered to the Arrow Seller pursuant to the Signor Merger Agreement (the “Stock

Consideration”). The Cash Consideration will come from the following sources: (1) proceeds available from the trust account established in connection with Platinum Eagle’s initial public offering (the “trust account”), after giving effect to any and all redemptions; (2) the gross proceeds from new debt financing of at least $340 million; and (3) subject to the prior consent of the Sellers, at least $80 million of proceeds from private placements of Class A ordinary shares (as defined below) by Platinum Eagle (the “Equity Offering”) or other equity offerings to fund any shortfall of proceeds from the trust account after taking into account the Equity Offering (the “Backstop Offering”). The Cash Consideration payable to the Algeco Seller will be increased to the extent any cash on the balance sheet of the combined business of Signor and Target, after giving effect to the business combination, the redemptions from the trust account, the proceeds from the Equity Offering and the proceeds from the Backstop Offering, if any, exceeds $5.0 million. In the event the Cash Consideration is increased, the Stock Consideration paid to the Algeco Seller will be decreased on a dollar for dollar basis. Notwithstanding the foregoing, in no event will the Cash Consideration be less than $562.0 million, but depending upon the amount of redemptions and additional equity raised through the Equity Offering and Backstop Offering, if any, the Cash Consideration and Stock Consideration will be adjusted accordingly.
On the effective date of the domestication, the currently issued and outstanding Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), and Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), of Platinum Eagle, will automatically convert by operation of law, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share (“Platinum Eagle Delaware Class A common stock”), and shares of Class B common stock, par value $0.0001 per share (“Platinum Eagle Delaware Class B common stock”), of Platinum Eagle Delaware, respectively. Similarly, all of Platinum Eagle’s outstanding warrants will become warrants to acquire the corresponding shares of Platinum Eagle Delaware Class A common stock and no other changes will be made to the terms of any outstanding warrants as a result of the domestication. In addition, all of Platinum Eagle’s outstanding units will become units of Platinum Eagle Delaware and after the effectiveness of the domestication and before the Closing, each outstanding unit of Platinum Eagle Delaware (each of which consists of one share of Platinum Eagle Delaware Class A common stock and one-third of one warrant to purchase one share of Platinum Eagle Delaware Class A common stock) will be separated into its component common stock and warrants. In connection with the Closing, each currently issued and outstanding share of Platinum Eagle Delaware Class B common stock will automatically convert on a one-for-one basis (subject to adjustment pursuant to the Interim Domestication Charter), into shares of Platinum Eagle Delaware Class A common stock, in accordance with the terms of the Interim Domestication Charter. Immediately thereafter, each currently issued and outstanding share of Platinum Eagle Delaware Class A common stock will automatically convert by operation of law, on a one-for-one basis, into shares of common stock, par value $0.0001 per share, of Target Hospitality (“Target Hospitality common stock”). Similarly, all of the outstanding warrants of Platinum Eagle Delaware will become warrants to acquire the corresponding shares of Target Hospitality common stock and no other changes will be made to the terms of any outstanding warrants as a result of the Closing.
This proxy statement/prospectus covers the following securities of Platinum Eagle Delaware to be issued in the domestication: (i) 16,391,623 units (each unit including one share of Platinum Eagle Delaware Class A common stock and one-third of one warrant to purchase one share of Platinum Eagle Delaware Class A common stock), representing the units that were registered in our initial public offering less those that have been separated into their underlying public shares (as defined herein) and public warrants (as defined herein), (ii) 24,608,377 shares of Platinum Eagle Delaware Class A common stock, representing our currently issued and outstanding Class A ordinary shares and the Class A ordinary shares that will be issued immediately prior to the domestication pursuant to the Equity Offering and Backstop Offering, if any, less the number of public shares that are represented by the aforementioned units, (iii) 8,125,000 shares of Platinum Eagle Delaware Class B common stock, which represent our currently issued and outstanding Class B ordinary shares, and (iv) 10,702,786 warrants to acquire shares of Platinum Eagle Delaware Class A common stock, representing our currently issued and outstanding warrants less the number of public warrants that are represented by the aforementioned units.
Platinum Eagle’s units, Class A ordinary shares and public warrants are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “EAGLU,” “EAGL” and “EAGLW,” respectively. Platinum Eagle has applied to continue the listing of the Target Hospitality common stock and public warrants effective upon the consummation of the business combination, on Nasdaq under the proposed symbols “TH” and “THW,” respectively.
This proxy statement/prospectus provides you with detailed information about the business combination and other matters to be considered at the general meeting. We urge you to carefully read this entire document

and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 46 of this proxy statement/prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus, passed upon the fairness of either of the Merger Agreements or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated            , 2019, and is first being mailed to Platinum Eagle shareholders on or about            , 2019.

PLATINUM EAGLE ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 324737)
2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON            , 2019
TO THE SHAREHOLDERS OF PLATINUM EAGLE ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “general meeting”) of Platinum Eagle Acquisition Corp., a Cayman Islands exempted company, company number 324737 (“Platinum Eagle,” the “Company,” “we,” “us” or “our”), will be held at      a.m., Eastern Time, on            , 2019, at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York 10166. You are cordially invited to attend the meeting, which will be held for the following purposes:
(a)
Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution and adopt (i) the agreement and plan of merger, dated as of November 13, 2018, as may be amended from time to time (the “Target Merger Agreement”), by and among the Company, Topaz Holdings LLC, a Delaware limited liability company (f/k/a Topaz Holdings Corp.) and a wholly-owned subsidiary of the Company (the “Holdco Acquiror,” and, together with the Company and Signor Merger Sub (defined below), the “Acquirors”), and Algeco Investments B.V., a Netherlands besloten vennotschap (“Algeco Seller”), Arrow Bidco, LLC, a Delaware limited liability company (“Arrow Bidco”), and Algeco US Holdings LLC, a Delaware limited liability company (“Target Parent”), the owner of Target Logistics Management, LLC, a Massachusetts limited liability company (“Target”), pursuant to which Target Parent will merge with and into Arrow Bidco, with Arrow Bidco surviving the merger, and (ii) the agreement and plan of merger, dated as of November 13, 2018, as may be amended from time to time (the “Signor Merger Agreement” and, together with the Target Merger Agreement, the “Merger Agreements”), by and among the Company, Signor Merger Sub LLC, a Delaware limited liability company (f/k/a Signor Merger Sub Inc.) and wholly-owned subsidiary of the Company and sister company to Holdco Acquiror (“Signor Merger Sub”), Arrow Holdings S.a.r.l., a Luxembourg société à responsabilité limitée (“Arrow Seller” and, together with the Algeco Seller, the “Sellers”), and Arrow Parent Corp., a Delaware corporation (“Signor Parent”), the owner Arrow Bidco and owner of RL Signor Holdings, LLC, a Delaware limited liability company (“Signor”), pursuant to which Signor Merger Sub will merge with and into Signor Parent, with Signor Parent, as sole parent of Arrow Bidco, surviving the merger (the transactions contemplated by the Merger Agreements, the “business combination,” and such proposal, the “business combination proposal”);
(b)
Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution, assuming the business combination proposal is approved and adopted, the change of Platinum Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, which is expected to be effectuated three calendar days prior to the Closing (the “domestication”). In connection with the domestication, Platinum Eagle will replace its current amended and restated memorandum and articles of association (the “Existing Organizational Documents”) with the proposed interim certificate of incorporation of Platinum Eagle Delaware (the “Interim Domestication Charter”) (we refer to such proposal as the “domestication proposal”);
(c)
The Organizational Documents Proposals — to consider and vote upon three separate proposals (which we refer to, collectively, as the “organizational documents proposals”) to approve by special resolution, assuming the domestication proposal is approved and adopted, the following material differences between the current amended and restated memorandum and articles of association of Platinum Eagle (the “Existing Organizational Documents”) and the proposed new amended and

restated certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed Bylaws,” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of Target Hospitality Corp., the post-domestication company (“Target Hospitality”):
(1)
Proposal No. 3 — Organizational Documents Proposal A — to approve the provision in the Proposed Charter changing the authorized share capital from $40,100 divided into 380,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), 20,000,000 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), and 1,000,000 preferred shares, par value $0.0001 per share (“preferred shares”), to authorized capital stock of 401,000,000 shares, consisting of  (x) 400,000,000 shares of common stock, par value $0.0001 per share (“Target Hospitality common stock”) and (y) 1,000,000 shares of preferred stock (we refer to this as “organizational documents proposal A”);
(2)
Proposal No. 4 — Organizational Documents Proposal B — to approve the provision in the Proposed Bylaws authorizing that only the board of directors, chairperson of the board of directors or the chief executive officer may call a meeting of stockholders (we refer to this as “organizational documents proposal B”);
(3)
Proposal No. 5 — Organizational Documents Proposal C — to approve all other material differences between the Existing Organizational Documents and the Proposed Organizational Documents in connection with the Closing including, among other things, (i) changing the post-business combination corporate name from “Platinum Eagle Acquisition Corp.” to “Target Hospitality Corp.” and making Target Hospitality’s corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iii) granting a waiver regarding corporate opportunities to Target Hospitality’s non-employee directors and (iv) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which Platinum Eagle’s board of directors believe are necessary to adequately address the needs of Target Hospitality after the business combination (we refer to this as “organizational documents proposal C”).
(d)
Proposal No. 6 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution, assuming the business combination proposal, the domestication proposal and the organizational documents proposals are approved and adopted, for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market (“Nasdaq”), the issuance of  (x) shares of Target Hospitality common stock to (i) Algeco Seller pursuant to the terms of the Target Merger Agreement, (ii) Arrow Seller pursuant to the terms of the Signor Merger Agreement, and (y) Class A ordinary shares to certain institutions and accredited investors in connection with the Equity Offering, in each case as described below (we refer to this proposal as the “stock issuance proposal”);
(e)
Proposal No. 7 — The Incentive Award Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, assuming the business combination proposal, the domestication proposal, the organizational documents proposals and stock issuance proposal are approved and adopted, the Target Hospitality Corp. 2019 Incentive Award Plan (we refer to this proposal as the “incentive award plan proposal” and, collectively with the business combination proposal, the domestication proposal, the organizational documents proposals and the stock issuance proposal, the “condition precedent proposals”); and
(f)
Proposal No. 8 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the general meeting, any of the condition precedent proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Merger Agreements is not satisfied or waived (we refer to this proposal as the “adjournment proposal”).
Only holders of record of Platinum Eagle’s Class A ordinary shares and Class B ordinary shares (collectively, “ordinary shares”) at the close of business on            , 2019 are entitled to notice of and to vote and have their votes counted at the general meeting and any adjournment of the general meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the general meeting and at any adjournment of the general meeting. Whether or not you plan to attend the general meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”
After careful consideration, Platinum Eagle’s board of directors has determined that each of the business combination proposal, the domestication proposal, the organizational documents proposals, the stock issuance proposal, the incentive award plan proposal and the adjournment proposal are in the best interests of Platinum Eagle and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of Platinum Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Platinum Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Platinum Eagle’s Directors and Officers in the Business Combination” in the proxy statement/prospectus when it becomes available for a further discussion.
Under the Merger Agreements, the approval of each of the condition precedent proposals is a condition to the consummation of the business combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The adjournment proposal is not conditioned on the approval of any other proposal. If our shareholders do not approve each of the condition precedent proposals, the business combination may not be consummated.
In connection with our initial public offering, our initial shareholders (consisting of Platinum Eagle Acquisition LLC, a Delaware limited liability company (our “Sponsor”) and Harry E. Sloan) and our directors at the time of our initial public offering entered into letter agreements to vote their Class B ordinary shares purchased prior to our initial public offering (“founder shares”), as well as any Class A ordinary shares sold by us in our initial public offering (“public shares”) purchased by them during or after our initial public offering, in favor of the business combination proposal and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the date hereof, our initial shareholders own 20.0% of our total outstanding ordinary shares.
Pursuant to Platinum Eagle’s Existing Organizational Documents, a holder of public shares (“public shareholder”) may request that Platinum Eagle redeem all or a portion of its public shares (which would become shares of Target Hospitality common stock in the business combination) for cash if the business combination is consummated. For the purposes of Article 49.3 of the Existing Organizational Documents and the Cayman Islands Companies Law (2018 Revision), the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in the proxy statement/prospectus relating to the business combination shall be interpreted accordingly. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to      p.m., Eastern Time, on            , 2019, (a) submit a written request to Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent (the “transfer agent”), that Platinum Eagle redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public

shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of  $250,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of September 30, 2018, this would have amounted to approximately $10.1185 per public share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See “Extraordinary General Meeting — Redemption Rights” in the proxy statement/prospectus when it becomes available for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
Under the Merger Agreements, the total amount payable by the Holdco Acquiror will be $1.311 billion (which amount is inclusive of the amounts required to pay third party and intercompany indebtedness at the closing of the business combination and net of transaction expenses), of which (A) $562 million will be paid in cash (the “Cash Consideration”) and (B) the remaining $749 million will be paid to the Sellers in the form of shares of Target Hospitality common stock valued at $10.00 per share, with (i) 25,800,000 such shares delivered to the Algeco Seller pursuant to the Target Merger Agreement and (ii) 49,100,000 such shares delivered to the Arrow Seller pursuant to the Signor Merger Agreement (the “Stock Consideration”). The Cash Consideration will come from the following sources: (1) proceeds available from the trust account, after giving effect to any and all redemptions; (2) the gross proceeds from new debt financing of at least $340 million; and (3) subject to the prior consent of the Sellers, at least $80 million of proceeds from private placements of Class A ordinary shares (the “Equity Offering”) and certain Backstop Offerings, if any. The Cash Consideration payable to the Algeco Seller will be increased to the extent any cash on the balance sheet of the combined business of Signor and Target, after giving effect to the business combination, the redemptions from the trust account, the proceeds from the Equity Offering and the proceeds from the Backstop Offering, if any, exceeds $5.0 million. In the event the Cash Consideration is increased, the Stock Consideration paid to Algeco Seller will be decreased on a dollar for dollar basis. Notwithstanding the foregoing, except to the extent reduced by the working capital adjustment, in no event will the Cash Consideration be less than $562.0 million, but depending upon the amount of redemptions and additional equity raised through the Equity Offering and Backstop Offering, if any, the Cash Consideration and Stock Consideration will be adjusted accordingly.
The consummation of the business combination is conditioned upon, among other things, (i) the Company (or its applicable subsidiaries) receiving gross proceeds of at least $340 million from new debt financing, (ii) approval by the Company’s shareholders of the Merger Agreements, the business combination and certain other actions related thereto, (iii) the availability of at least $225 million of cash in the Company’s trust account (and/or from other specified sources, if necessary), after giving effect to redemptions of public shares, if any (the “Minimum Proceeds”) and (iv) the receipt of consent from the existing lenders of Algeco Scotsman Global S.a.r.l. (“Algeco Global” and, collectively with its subsidiaries, the “Algeco Group”) and certain of its affiliates. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
In order to finance a portion of the Cash Consideration payable in the business combination and the costs and expenses incurred in connection therewith, (i) the Company entered into subscription agreements with certain institutions and accredited investors (the “Subscription Agreements”) and (ii) the Holdco Acquiror entered into a debt commitment letter (the “Debt Commitment Letter”) with Bank of America,

N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, Credit Suisse AG, Credit Suisse Loan Funding LLC, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. (collectively, the “Commitment Parties”). Pursuant to the terms of the Subscription Agreements, the investors party thereto have agreed to purchase an aggregate of up to 8,000,000 Class A ordinary shares immediately prior to the closing of the business combination (the “Closing”) at a cash purchase price of  $10.00 per share. In addition, pursuant to the terms of the Debt Commitment Letter, the Commitment Parties have committed to make available to the Holdco Acquiror, at Closing, a senior secured asset-based revolving credit facility in the aggregate principal amount of $125 million (the “New ABL Facility”) and, to the extent the Holdco Acquiror does not receive at least $300 million of gross proceeds from the issuance of second-lien senior secured notes on the date of the Closing (the “Closing Date”), $300 million (minus the amount of gross proceeds from the issuance of second-lien senior secured notes on or prior to the Closing Date) in aggregate principal amount of senior secured increasing rate loans under a senior secured credit facility (the “Bridge Facility”).
Our Sponsor and Harry E. Sloan (together with the Sponsor, the “Founders”) will deposit into escrow certain of their founder shares pursuant to an earnout agreement (the “Earnout Agreement”) and an escrow agreement (the “Escrow Agreement”) to be entered into at Closing. Pursuant to the Earnout Agreement, the founder shares will be released from escrow to the Founders and/or transferred to Arrow Seller upon the achievement of certain earnout targets. Upon the expiration of the three year earnout period, any founder shares remaining in escrow that were not released in accordance with the Earnout Agreement will be transferred to the Company for cancellation. The Founders, Algeco Seller, Arrow Seller, the Company and certain other parties named therein will enter into an amended and restated registration rights agreement providing the parties thereto with certain demand, shelf and piggyback registration rights covering all shares of Target Hospitality common stock owned by each holder.
All Platinum Eagle shareholders are cordially invited to attend the general meeting in person. To ensure your representation at the general meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a shareholder of record holding ordinary shares, you may also cast your vote in person at the general meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on the proposals because such action would not count as a vote cast at the general meeting.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the general meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing EAGL.info@morrowsodali.com. This notice of general meeting is and the proxy statement/prospectus relating to the business combination will be available at https://www.cstproxy.com/platinumeagleacquisitioncorp/sm2019.
Thank you for your participation. We look forward to your continued support.
           , 2019 By Order of the Board of Directors,
   
Jeff Sagansky
Chief Executive Officer and Chairman

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/​PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE FOR MORE SPECIFIC INSTRUCTIONS.
This notice was mailed by Platinum Eagle on            , 2019.

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REFERENCES TO ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and through the SEC’s website at www.sec.gov.
You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning Platinum Eagle, without charge, by written request to Eli Baker, Platinum Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los Angeles, CA 90067, or by telephone request at (310) 209-7280; or Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing EAGL.info@morrowsodali.com, or from the SEC through the SEC website at the address provided above.
In order for you to receive timely delivery of the documents in advance of the general meeting of Platinum Eagle to be held on            , 2019, you must request the information no later than four business days prior to the date of the general meeting, by            , 2019.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this proxy statement/prospectus and in any document incorporated by reference herein that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement/prospectus in relation to Target Parent has been provided by Target Parent and its management team, and the information included in this proxy statement/prospectus in relation to Signor has been provided by Signor and its management. Forward-looking statements include statements relating to each of Target Parent’s and Signor’s management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference herein may include, for example, statements about:

our ability to complete the business combination, or, if we do not consummate the business combination, any other initial business combination;

satisfaction of conditions to the business combination, including satisfaction of conditions to the business combination, including the Company (or its applicable subsidiaries) receiving gross proceeds of at least $340 million from debt financing and the availability of at least $225 million of cash in the Company’s trust account (and/or from other specified sources, if necessary), after giving effect to redemptions of public shares, if any;

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreements;

the ability to obtain and/or maintain the listing of our common stock on Nasdaq following the business combination;

our ability to raise financing in the future;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the business combination, as a result of which they would then receive expense reimbursements;

our potential ability to obtain financing to complete the business combination;

our public securities’ potential liquidity and trading;

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

factors relating to the business, operations and financial performance of Target Hospitality, including:

its ability to effectively compete in the specialty rental accommodations and hospitality services industry;

its reliance on third party manufacturers and suppliers;

its ability to successfully acquire and integrate new operations;

its inability to recognize deferred tax assets and tax loss carryforwards;

its ability to meet its debt service requirements and obligations;

market conditions and global and economic factors beyond Target Hospitality’s control;
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factors relating to the business, operations and financial performance of Target Hospitality, including:

market conditions and global and economic conditions and other factors beyond Target Hospitality’s control;

intense competition and competitive pressures from other companies worldwide in the industries in which Target Hospitality operates;

litigation and the ability to adequately protect Target Hospitality’s intellectual property rights; and

other factors detailed under the section entitled “Risk Factors”.
The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this proxy statement/prospectus and in our registration statement on Form S-1 filed in connection with our initial public offering. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before you grant your proxy or instruct how your vote should be cast or vote on the proposals to be put to the general meeting, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Platinum Eagle, Target Parent, Signor, or, following the consummation of the business combination, Target Hospitality.
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
Q:
Why am I receiving this proxy statement/prospectus?
A:
Platinum Eagle is proposing to consummate a business combination with Target Parent and Signor. Platinum Eagle, the Algeco Seller and the Arrow Seller have entered into the Merger Agreements, the terms of which are described in this proxy statement/prospectus. A copy of each of the Merger Agreements is attached to this proxy statement/prospectus as Annex A and Annex B, respectively. Platinum Eagle urges its shareholders to read each of the Merger Agreements in their entirety. The Merger Agreements, among other things, provide for the acquisition by Platinum Eagle, through its wholly-owned subsidiary, the Holdco Acquiror, of Target Parent and Signor Parent; these transactions, along with the other transactions contemplated by the Merger Agreements, are referred to as the “business combination.”
Consummation of the business combination requires the approval of shareholders holding a majority of the ordinary shares voting at the general meeting that is being called by Platinum Eagle.
In addition, under the Merger Agreements, Platinum Eagle will domesticate as a Delaware corporation. On the effective date of the domestication, the currently issued and outstanding Class A ordinary shares and Class B ordinary shares, will automatically convert by operation of law, on a one-for-one basis, into shares of Platinum Eagle Delaware Class A common stock and Platinum Eagle Delaware Class B common stock, respectively. Similarly, all of Platinum Eagle’s outstanding warrants will become warrants to acquire the corresponding shares of Platinum Eagle Delaware Class A common stock and no other changes will be made to the terms of any outstanding warrants as a result of the domestication. In addition, all of Platinum Eagle’s outstanding units will become units of Platinum Eagle Delaware and after the effectiveness of the domestication and before the Closing, each outstanding unit of Platinum Eagle Delaware (each of which consists of one share of Platinum Eagle Delaware Class A common stock and one-third of one warrant to purchase one share of Platinum Eagle Delaware Class A common stock) will be separated into its component common stock and warrants. In connection with the Closing, each currently issued and outstanding share of Platinum Eagle Delaware Class B common stock will automatically convert on a one-forone basis (subject to adjustment pursuant to the Interim Domestication Charter), into shares of Platinum Eagle Delaware Class A common stock, in accordance with the terms of the Interim Domestication Charter. Immediately thereafter, each currently issued and outstanding share of Platinum Eagle Delaware Class A common stock will automatically convert by operation of law, on a one-for-one basis, into shares of Target Hospitality. Similarly, all of the outstanding warrants of Platinum Eagle Delaware will become warrants to acquire the corresponding shares of Target Hospitality common stock and no other changes will be made to the terms of any outstanding warrants as a result of the Closing.
In connection with the domestication, the Existing Organizational Documents will be replaced by the Interim Domestication Charter. Upon the Closing, the Interim Domestication Charter will be replaced with the Proposed Charter of Target Hospitality. The provisions of the Proposed Charter will differ materially from those of Platinum Eagle’s Existing Organizational Documents. Please see “Questions and Answers About the Proposals — What amendments will be made to the Existing Organizational Documents of Platinum Eagle” below.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
Q:
Why is Platinum Eagle proposing the business combination?
A:
Platinum Eagle was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.
Target provides high-quality and cost-effective specialty rental accommodations, culinary services and hospitality solutions to a diverse client base across the U.S. Signor is a large regional accommodations provider that delivers quality accommodations and limited facilities services to U.S. energy and natural resource companies operating in Texas, New Mexico and Oklahoma. The combination of Target and
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Signor will establish the largest network of premier flexible accommodation in the U.S., featuring 22 communities with approximately 13,000 beds. The companies’ network in the Permian basin provides great growth prospects for the company as the Permian basin has experienced a dramatic increase in oil and gas production activity.
Platinum Eagle believes that the combined company is well positioned to continue its dynamic growth trajectory as it integrates Target and Signor and expands its network throughout the Permian and Bakken basins and beyond.
See “The Business Combination Proposal — Platinum Eagle’s Board of Directors’ Reasons for Approval of the Business Combination.”
Q:
What will Target Parent’s equity holders receive in return for the acquisition of Target Parent by Platinum Eagle?
A:
In accordance with the terms and subject to the conditions of the Target Merger Agreement, upon completion of the business combination, Platinum Eagle, through its wholly-owned subsidiary, the Holdco Acquiror, will acquire Target Parent from Algeco Seller. The total amount payable by the Holdco Acquiror will be $820 million (which amount is inclusive of amounts required to pay third party and intercompany indebtedness as of the Closing), of which (i) $562 million will be paid in cash and (ii) $258 million will be paid to Algeco Seller in the form of 25,800,000 shares of Target Hospitality common stock. The Cash Consideration payable to the Algeco Seller will be increased to the extent any cash on the balance sheet of the combined business of Signor and Target, after giving effect to the business combination, the redemptions from the trust account, the proceeds from the Equity Offering and the proceeds from the Backstop Offering, if any, exceeds $5.0 million. In the event the Cash Consideration is increased, the Stock Consideration paid to Algeco Seller will be decreased on a dollar for dollar basis. Notwithstanding the foregoing, in no event shall the Cash Consideration be less than $562 million, but depending upon the amount of redemptions and additional equity raised through the Equity Offering and Backstop Offering, if any, the Cash Consideration and Stock Consideration will be adjusted accordingly.
Q:
What will Signor’s equity holders receive in return for the acquisition of Signor by Platinum Eagle?
A:
In accordance with the terms and subject to the conditions of the Signor Merger Agreement, upon completion of the business combination, Platinum Eagle, through its wholly-owned subsidiary, the Holdco Acquiror, will acquire Signor Parent from Arrow Seller. The total amount payable by the Holdco Acquiror under the Signor Merger Agreement, is $491 million (which amount is inclusive of amounts required to pay third party and intercompany indebtedness as of the Closing), which will be paid to Arrow Seller in the form of 49,100,000 shares of Target Hospitality common stock.
Q:
What equity stake will current Platinum Eagle shareholders hold in Target Hospitality immediately after the consummation of the business combination?
A
Assuming (i) that no public shareholders exercise their redemption rights (no redemptions scenario based on $328,850,509 held in trust as of September 30, 2018 and $80 million of additional equity raised through the Equity Offering or Backstop Offering), (ii) that 11,114,949 shares of Target Hospitality common stock are issued to Algeco Seller, and (iii) that 49,100,000 shares of Target Hospitality common stock are issued to Arrow Seller, then upon the closing of the business combination our public shareholders would own approximately 30.4%, the Algeco Seller would own approximately 10.4% and the Arrow Seller would own approximately 46.0% of the total of 106,794,949 shares of issued and outstanding shares of Target Hospitality common stock (excluding 2,045,000 shares of Target Hospitality common stock to be held in escrow as of the Closing and subject to release to the Founders and Arrow Seller in accordance with the terms of the Earnout Agreement (the “Earnout Shares”)).
Assuming (i) that holders of 10,263,429 public shares exercise their redemption rights (based on $328,850,509 held in trust as of September 30, 2018 and a redemption price of  $10.1185 per share) (maximum redemptions scenario based on $328,850,509 held in trust as of September 30, 2018 and
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$80 million of additional equity raised through the Equity Offering or Backstop Offering), (ii) that 21,500,000 shares of Target Hospitality common stock are issued to Algeco Seller, and (iii) that 49,100,000 shares of Target Hospitality common stock are issued to Arrow Seller, then upon the closing of the business combination our public shareholders would own approximately 20.9%, Algeco Seller would own approximately 20.2% and Arrow Seller would own approximately 46.2% of the total of 106,316,571 issued and outstanding shares of Target Hospitality common stock (excluding 2,645,000 Earnout Shares held in escrow).
There are currently outstanding an aggregate of 16,166,667 warrants to acquire our Class A ordinary shares, which comprise 5,333,334 private placement warrants held by our initial shareholders, Platinum Eagle’s independent directors (and/or one or more of their estate planning vehicles) and 10,833,333 public warrants. Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing for one Class A ordinary share and, following the domestication, will entitle the holder thereof to purchase one share of Target Hospitality common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of Target Hospitality common stock is issued as a result of such exercise, with payment to the Company of the exercise price of  $11.50 per share, our fully-diluted share capital would increase by a total of 16,166,167 shares, with $185,910,920 paid to the company to exercise the warrants.
Q:
Why is Platinum Eagle proposing the domestication?
A:
Our board of directors believes that there are significant advantages to Target Hospitality that will arise as a result of a change of domicile to Delaware and that any direct benefit that Delaware law provides to a corporation also indirectly benefits the shareholders, who are the owners of the corporation. The board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of Company and its shareholders, including, (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of foregoing as discussed in greater detail in the section entitled “The Domestication Proposal — Reasons for the Domestication.”
To effect the domestication, Platinum Eagle will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and will file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Platinum Eagle will be domesticated, continue as a Delaware corporation and will continue to be named “Platinum Eagle Acquisition Corp.”
The approval of the domestication proposal is a condition to the closing of the transactions contemplated by the Merger Agreements. The approval of the domestication proposal requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.
Q:
What happens to the funds deposited in the trust account after consummation of the business combination?
A:
A total of  $325,000,000, comprised of approximately $317,000,000 of the proceeds from our initial public offering, including approximately $11,375,000 of underwriters’ deferred discount, and $8,000,000 of the proceeds of the sale of the private placement warrants were placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of September 30, 2018, there were investments and cash held in the trust account of  $328,850,509. These funds will not be released until the earlier of the completion of our initial business combination or the redemption of our public shares if we are unable to complete a business combination by January 17, 2020, although we may withdraw the interest earned on the funds held in the trust account to pay income taxes.
Q:
What happens if a substantial number of the public shareholders vote in favor of the business combination proposal and exercise their redemption rights?
A:
Platinum Eagle’s public shareholders may vote in favor of the business combination and also exercise
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their redemption rights. Furthermore, the business combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.
However, the consummation of the business combination is conditioned upon, among other things, the availability of the Minimum Proceeds from the Company’s trust account (and/or from other specified sources, if necessary), after giving effect to redemptions of public shares, if any, as further described below.
In addition, with fewer public shares and public shareholders, the trading market for Target Hospitality common stock may be less liquid than the market for Platinum Eagle’s ordinary shares was prior to consummation of the business combination and Target Hospitality may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the trust account, the working capital infusion from the trust account into Target Hospitality’s business will be reduced.
Q:
What conditions must be satisfied to complete the business combination?
A:
Unless waived by the parties to the Merger Agreements, and subject to applicable law, the consummation of the business combination is subject to a number of conditions set forth in the Merger Agreements including, among others, (i) the Company (or its applicable subsidiaries) receiving gross proceeds of at least $340 million from debt financing, (ii) approval by the Company’s shareholders of the Merger Agreements, the business combination and certain other actions related thereto, (iii) the availability of the Minimum Proceeds from the Company’s trust account (and/or from other specified sources, if necessary), after giving effect to redemptions of public shares, if any, and (iv) the receipt of consent from the existing lenders of the Algeco Group and certain of its affiliates. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Merger Agreements.”
Q:
What happens if the business combination is not consummated?
A:
If we are not able to complete our business combination by January 17, 2020, we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the trust account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.
Q:
When do you expect the business combination to be completed?
A:
It is currently anticipated that the business combination will be consummated as soon as practicable following the general meeting, which is set for            , 2019; however, such meeting could be adjourned if the adjournment proposal is adopted by our shareholders at the general meeting and we elect to adjourn the general meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the general meeting, each of the condition precedent proposals has not been approved. For a description of the conditions for the completion of the business combination, see “The Merger Agreements — Conditions to the Closing of the Business Combination.”
Q:
What proposals are shareholders being asked to vote upon?
A:
Under the Merger Agreements, the approval of the business combination proposal, the domestication proposal, the organizational documents proposals, the stock issuance proposal and the incentive award plan proposal (which we sometimes refer to as the “condition precedent proposals”) are conditions to the consummation of the business combination. If our public shareholders do not approve each of the condition precedent proposals, then the business combination may not be consummated.
In addition to the foregoing proposals, the shareholders also may be asked to consider and vote upon a proposal to adjourn the general meeting to a later date or dates to permit further solicitation and vote of proxies if  (i) based upon the tabulated vote at the time of the general meeting, each of the condition
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precedent proposals has not been approved and/or (ii) Platinum Eagle determines that one or more of the closing conditions under the Merger Agreements has not been satisfied. See “The Adjournment Proposal.”
Platinum Eagle will hold the general meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the business combination and the other matters to be acted upon at the general meeting. Shareholders should read it carefully.
After careful consideration, Platinum Eagle’s board of directors has determined that the business combination proposal, the domestication proposal, each of the organizational documents proposals, the stock issuance proposal, the incentive award plan proposal and the adjournment proposal are in the best interests of Platinum Eagle and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of Platinum Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Platinum Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Platinum Eagle’s Directors and Officers in the Business Combination” for a further discussion.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
Q:
What amendments will be made to the Existing Organizational Documents of Platinum Eagle?
A:
The consummation of the business combination is conditioned, among other things, on the domestication of Platinum Eagle to Delaware. Accordingly, in addition to voting on the business combination, Platinum Eagle’s shareholders also are being asked to consider and vote upon a proposal to (i) approve a change of Platinum Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, which is referred to as the “domestication,” and the adoption of the Interim Domestication Charter, and (ii) approve the material differences between the Existing Organizational Documents under the Cayman Islands Companies Law (2018 Revision) (the “Cayman Islands Companies Law”) and the Proposed Organizational Documents of Target Hospitality, under the Delaware General Corporation Law (the “DGCL”) which differ materially from the Existing Organizational Documents in the following respects:
Existing Organizational Documents
Proposed Organizational Documents
Authorized Capital Stock
(Organizational Documents Proposal A)
The Existing Organizational Documents provide for share capital of  $40,100 divided into 380,000,000 Class A ordinary shares of a par value of  $0.0001 each, 20,000,000 Class B ordinary shares of a par value of $0.0001 each and 1,000,000 preferred shares of a par value of  $0.0001 each.
See paragraph 5 of the Existing Organizational Documents.
The Proposed Organizational Documents provide for authorization to issue 401,000,000 shares, consisting of (x) 400,000,000 shares of Target Hospitality common stock, par value $0.0001 per share, and (y) 1,000,000 shares of preferred stock, par value $0.0001 per share.
See Article 5 of the Proposed Charter.
Ability of Stockholder to Call a Special Meeting
The Existing Organizational Documents provide that the The Proposed Organizational Documents do not permit the
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Existing Organizational Documents
Proposed Organizational Documents
(Organizational Documents Proposal B)
board of directors shall, on a shareholders’ requisition, proceed to convene an extraordinary general meeting of Platinum Eagle, provided that the requesting shareholder holds not less than 10% in par value of the issued shares entitled to vote at a general meeting.
See Article 20.4 of the Existing Organizational Documents.
stockholders of Target Hospitality to call a special meeting.
See Article 1.3 of the Proposed Bylaws.
Corporate Name
(Organizational Documents Proposal C)
The Existing Organizational Documents provide the name of the company is “Platinum Eagle Acquisition Corp.”
See paragraph 1 of the Existing Organizational Documents.
The Proposed Organizational Documents provide the new name of the corporation to be “Target Hospitality Corp.”
See Article 1 of the Proposed Charter.
Perpetual Existence
(Organizational Documents Proposal C)
The Existing Organizational Documents provide that if we do not consummate a business combination (as defined in our Existing Organizational Documents) by January 17, 2020, Platinum Eagle shall cease all operations except for the purposes of winding up and shall redeem the shares issued in our initial public offering and liquidate our trust account.
See Article 49.4 of the Existing Organizational Documents.
The Proposed Organizational Documents do not include any provisions relating to Target Hospitality’s ongoing existence, under the DGCL, Target Hospitality’s existence will be perpetual.
Exclusive Jurisdiction
(Organizational Documents Proposal C)
The Existing Organizational Documents do not contain a provision adopting an exclusive forum for certain stockholder litigation.
The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation.
See Article 9.1 of the Proposed Charter
Corporate Opportunities
(Organizational Documents Proposal C)
The Existing Organizational Documents contain certain allowances in relation to entering into a business combination (as defined in such documents) with an affiliate of our Sponsor or our own directors or executive officers.
See Article 49.11 of the Existing Articles.
The Proposed Organizational Documents grant a waiver regarding corporate opportunities to Target Hospitality’s non-employee directors, or their affiliates (although Target Hospitality does not renounce any interest or expectancy in business opportunities presented to a non-employee director solely in his or her capacity as a director).
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Existing Organizational Documents
Proposed Organizational Documents
See Article 11 of the Proposed Charter.
Provisions Related to Status as Blank Check Company
(Organizational Documents Proposal C)
The Existing Organizational Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination.
See Article 49 of the Existing Organizational Documents.
The Proposed Organizational Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the business combination, as we will cease to be a blank check company at such time.
Q:
What material negative factors did Platinum Eagle’s board of directors consider in connection with the business combination?
A:
Although the Platinum Eagle board of directors believes that the acquisition of Target and Signor will provide Platinum Eagle’s shareholders with an opportunity to participate in a combined company with significant growth potential, market share and well-known brands, the board of directors did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that shareholders would not approve the business combination and the risk that significant numbers of shareholders would exercise their redemption rights. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — Platinum Eagle’s Board of Director’s Reasons for Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risks Relating to Target Hospitality’s Business.”
Q:
How will the domestication affect my public shares, public warrants and units?
A:
On the effective date of the domestication, the currently issued and outstanding Class A ordinary shares and Class B ordinary shares, will automatically convert by operation of law, on a one-for-one basis, into shares of Platinum Eagle Delaware Class A common stock and Platinum Eagle Delaware Class B common stock, respectively. Similarly, all of Platinum Eagle’s outstanding warrants will become warrants to acquire the corresponding shares of Platinum Eagle Delaware Class A common stock and no other changes will be made to the terms of any outstanding warrants as a result of the domestication. In addition, all of Platinum Eagle’s outstanding units will become units of Platinum Eagle Delaware and after the effectiveness of the domestication and before the Closing, each outstanding unit of Platinum Eagle Delaware (each of which consists of one share of Platinum Eagle Delaware Class A common stock and one-third of one warrant to purchase one share of Platinum Eagle Delaware Class A common stock) will be separated into its component common stock and warrants. In connection with the Closing, each currently issued and outstanding share of Platinum Eagle Delaware Class B common stock will automatically convert on a one-forone basis (subject to adjustment pursuant to the Interim Domestication Charter), into shares of Platinum Eagle Delaware Class A common stock, in accordance with the terms of the Interim Domestication Charter. Immediately thereafter, each currently issued and outstanding share of Platinum Eagle Delaware Class A common stock will automatically convert by operation of law, on a one-for-one basis, into shares of Target Hospitality. Similarly, all of the outstanding warrants of Platinum Eagle Delaware will become warrants to acquire the corresponding shares of Target Hospitality common stock and no other changes will be made to the terms of any outstanding warrants as a result of the Closing.
Q:
Do I have redemption rights?
A:
If you are a holder of public shares, you have the right to request that Platinum Eagle redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the business combination proposal. We sometimes refer to
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these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the trust account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
Our initial shareholders and our independent directors entered into the insider letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a business combination.
The consummation of the business combination is conditioned upon, among other things, (i) the Company (or its applicable subsidiaries) receiving gross proceeds of at least $340 million from a new debt financing, (ii) approval by the Company’s shareholders of the Merger Agreements, the business combination and certain other actions related thereto, (iii) the availability of the Minimum Proceeds from the Company’s trust account (and/or from other specified sources, if necessary), after giving effect to redemptions of public shares, if any, and (iv) the receipt of consent from the existing lenders of the Algeco Group and certain of its affiliates. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Merger Agreements.”
Q:
How do I exercise my redemption rights?
A:
If you are a holder of public shares and wish to exercise your right to redeem your public shares, you must:
(i)
(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to      a.m., Eastern Time, on            , 2019, (a) submit a written request to Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent (the “transfer agent”), that Target Hospitality redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
The address of the transfer agent is listed under the question “Who can help answer my questions?” below.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent, directly and instruct them to do so.
Any holder of public shares will be entitled to request that their public shares (which would become shares of Target Hospitality common stock in the business combination) be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of  $250,000) and/or to pay our taxes, divided by the number of then outstanding public shares. For illustrative purposes, as of September 30, 2018, this would have amounted to approximately $10.1185 per public share. However, the proceeds deposited in the trust
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account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote for or against the business combination proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the business combination.
If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent, at the address listed at the end of this section.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the general meeting. If you deliver your shares for redemption to Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent, and later decide prior to the general meeting not to elect redemption, you may request that Platinum Eagle instruct its transfer agent to return the shares (physically or electronically). You may make such request by contacting Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent, at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by Platinum Eagle’s secretary prior to the vote taken on the business combination proposal at the general meeting. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent, by     a.m., Eastern time, on            , 2019.
If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the business combination is consummated, Target Hospitality will redeem public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the business combination.
If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Platinum Eagle warrants that you may hold.
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
A:
No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent, directly and instruct them to do so. If you fail to cause your public shares to be separated and delivered to Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent, by     a.m., Eastern Time, on            , 2019 you will not be able to exercise your redemption rights with respect to your public shares.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
We expect that a U.S. Holder that exercises its redemption rights to receive cash from the trust account in exchange for its public shares will generally be treated as selling such public shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that a U.S. Holder owns or is deemed to own (including through the ownership of Target Hospitality warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”
Additionally, because the domestication will occur immediately prior to the redemption by U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as a result of the domestication. The tax consequences of Section 367 of the Code are discussed more fully below under “U.S. Federal Income Tax Considerations.”
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Q:
Do I have appraisal rights in connection with the proposed business combination and the proposed domestication?
A:
No. Neither Platinum Eagle shareholders nor Platinum Eagle warrantholders have appraisal rights in connection with the business combination or the domestication under the Cayman Islands Companies Law or under the DGCL.
Q:
What are the U.S. federal income tax consequences of the domestication?
A:
As discussed more fully under “U.S. Federal Income Tax Considerations” below, we believe the domestication will constitute a tax-free reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the domestication so qualifies, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) of Platinum Eagle ordinary shares will be subject to Section 367(b) of the Code and, as a result:

A U.S. Holder of Platinum Eagle ordinary shares whose Platinum Eagle ordinary shares have a fair market value of less than $50,000 at the time of the domestication will not recognize any gain or loss and will not be required to include any part of Platinum Eagle’s earnings in income;

A U.S. Holder of Platinum Eagle ordinary shares whose Platinum Eagle ordinary shares have a fair market value of  $50,000 or more, but who at the time of the domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Platinum Eagle ordinary shares entitled to vote will generally recognize gain (but not loss) as a result of the domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend earnings and profits (as defined in the Treasury Regulations under Section 367) attributable to its Platinum Eagle ordinary shares provided certain other requirements are satisfied. Platinum Eagle does not expect that Platinum Eagle’s cumulative earnings and profits will be material at the time of the domestication.

A U.S. Holder of Platinum Eagle ordinary shares whose Platinum Eagle ordinary shares have a fair market value of  $50,000 or more, and who at the time of the domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Platinum Eagle ordinary shares entitled to vote will generally be required to include in income as a dividend earnings and profits (as defined in the Treasury Regulations under Section 367) attributable to its Platinum Eagle ordinary shares provided certain other requirements are satisfied. Platinum Eagle does not expect that Platinum Eagle’s cumulative earnings and profits will be greater than zero at the time of the domestication.
As discussed further under “U.S. Federal Income Tax Considerations” below, Platinum Eagle believes that it is likely treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes. In the event that Platinum Eagle is considered a PFIC then, notwithstanding the foregoing U.S. federal income tax consequences of the domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — Impact of PFIC Rules on Certain U.S. Holders” with respect to their Platinum Eagle ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the domestication, see “U.S. Federal Income Tax Considerations.”
Additionally, the domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. Holder’s Target Hospitality common stock subsequent to the domestication.
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The tax consequences of the domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the domestication, see “U.S. Federal Income Tax Considerations.”
Q:
What do I need to do now?
A:
Platinum Eagle urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the business combination will affect you as a shareholder and/or warrant holder of Platinum Eagle. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q:
How do I vote?
A:
If you are a holder of record of ordinary shares on the record date, you may vote in person at the general meeting or by submitting a proxy for the general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a proxy from your broker, bank or nominee.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
Q:
When and where will the general meeting be held?
A:
The general meeting will be held at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York 10166 on            , 2019, at     a.m., Eastern Time, unless the general meeting is adjourned.
Q:
Who is entitled to vote at the general meeting?
A:
Platinum Eagle has fixed            , 2019 as the record date. If you were a shareholder of Platinum Eagle at the close of business on the record date, you are entitled to vote on matters that come before the general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the general meeting.
Q:
How many votes do I have?
A:
Platinum Eagle shareholders are entitled to one vote at the general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date, there were outstanding 40,625,000 ordinary shares, of which 32,500,000 were issued and outstanding public shares.
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Q:
What constitutes a quorum?
A:
A quorum of Platinum Eagle shareholders is necessary to hold a valid meeting. A quorum will be present at the Platinum Eagle general meeting if the holders of a majority of issued and outstanding shares entitled to vote at the general meeting are represented in person or by proxy. As of the record date for the general meeting, 20,312,501 ordinary shares would be required to achieve a quorum.
Q:
What vote is required to approve each proposal at the general meeting?
A:
The following votes are required for each proposal at the general meeting:

Business combination proposal: The approval of the business combination proposal requires an ordinary resolution being the affirmative vote for the proposal by the holders of a majority of ordinary shares who, being present and entitled to vote at the general meeting to approve the business combination proposal, vote at the general meeting.

Domestication proposal: The approval of the domestication proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote for the proposal by the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve the domestication proposal, vote at the general meeting.

Organizational documents proposals: The separate approval of each of the organizational documents proposals requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote for each of the organizational documents proposals by the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve each such organizational documents proposal, vote at the general meeting.

Stock issuance proposal: The approval of the stock issuance proposal requires an ordinary resolution being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the stock issuance proposal, vote at the general meeting.

Incentive award plan proposal: The approval of the incentive award plan proposal requires an ordinary resolution being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the incentive award plan proposal, vote at the general meeting.

Adjournment proposal: The approval of the adjournment proposal requires an ordinary resolution being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the adjournment proposal, vote at the general meeting.
Q:
What are the recommendations of Platinum Eagle’s board of directors?
A:
Platinum Eagle’s board of directors believes that the business combination proposal and the other proposals to be presented at the general meeting are in the best interest of Platinum Eagle’s shareholders and unanimously recommends that its shareholders vote “FOR” the business combination proposal, “FOR” the domestication proposal, “FOR” each of the separate organizational documents proposals, “FOR” the stock issuance proposal, “FOR” the incentive award plan proposal and “FOR” the adjournment proposal, in each case, if presented to the general meeting.
The existence of financial and personal interests of Platinum Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Platinum Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. These conflicts of interest include, among others, that if we do not consummate a business combination by January 17, 2020, we may be forced to liquidate and the 8,125,000 founder shares and 5,333,334 private placement warrants owned by our initial shareholders and independent directors would be worthless. See the section entitled “The Business Combination Proposal — Interests of Platinum Eagle’s Directors and Officers in the Business Combination” for a further discussion.
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Q:
How do our Sponsor and the other initial shareholders intend to vote their shares?
A:
In connection with our initial public offering, our initial shareholders entered into letter agreements to vote their founder shares, as well as any public shares purchased during or after our initial public offering, in favor of our initial business combination and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the date of this proxy statement/prospectus, our initial shareholders own an aggregate of 8,125,000 ordinary shares, which in the aggregate represents 20% of our total outstanding shares on the date of this proxy statement/prospectus.
Q:
May our Sponsor and the other initial shareholders purchase public shares or warrants prior to the general meeting?
A:
At any time prior to the general meeting, during a period when they are not then aware of any material nonpublic information regarding Platinum Eagle or its securities, the Platinum Eagle initial shareholders, Target and/or its affiliates and Signor and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Platinum Eagle’s ordinary shares or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of that (i) the proposals presented to shareholders for approval at the general meeting are approved and/or (ii) that Platinum Eagle satisfy the minimum cash condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the business combination. This may result in the completion of our business combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Platinum Eagle initial shareholders for nominal value.
Entering into any such arrangements may have a depressive effect on Platinum Eagle’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the general meeting.
If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the general meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Platinum Eagle will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
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Q:
What happens if I sell my ordinary shares before the general meeting?
A:
The record date for the general meeting is earlier than the date of the general meeting and earlier than the date that the business combination is expected to be completed. If you transfer your ordinary shares after the applicable record date, but before the general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. Shareholders may send a later-dated, signed proxy card to Platinum Eagle’s secretary at the address set forth below so that it is received by Platinum Eagle’s secretary prior to the vote at the general meeting (which is scheduled to take place on            , 2019) or attend the general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Platinum Eagle’s secretary, which must be received by Platinum Eagle’s secretary prior to the vote at the general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Q:
What happens if I fail to take any action with respect to the general meeting?
A:
If you fail to take any action with respect to the general meeting and the business combination is approved by shareholders and consummated, you will become a shareholder and/or warrantholder of Target Hospitality. If you fail to take any action with respect to the general meeting and the business combination is not approved, you will remain a shareholder and/or warrantholder of Platinum Eagle. However, if you fail to take any action with respect to the general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the business combination, provided you follow the instructions in this proxy statement/prospectus for redeeming your shares.
Q:
What should I do with my stock certificates, warrant certificates and/or unit certificates?
A:
Platinum Eagle shareholders who exercise their redemption rights must deliver their stock certificates to Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent, (either physically or electronically) prior to     a.m., Eastern Time, on            , 2019.
Platinum Eagle warrantholders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.
On the effective date of the domestication, holders of Platinum Eagle units, common stock and warrants will receive units, common stock and warrants of Platinum Eagle Delaware without needing to take any action and accordingly such holders should not submit the certificates relating to their units, common stock and warrants. In addition, after the effectiveness of the domestication and before the closing of the business combination, each outstanding unit of Platinum Eagle Delaware (each of which consists of one share of Platinum Eagle Delaware Class A common stock and one-third of one warrant to purchase one share of Platinum Eagle Delaware Class A common stock) will be separated into its component common stock and warrant. Furthermore, on the Closing Date, holders of Platinum Eagle Delaware Class A common stock and warrants will receive common stock and warrants of Target Hospitality without needing to take any action and accordingly such holders should not submit the certificates relating to their common stock and warrants.
Q:
What should I do if I receive more than one set of voting materials?
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
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Q:
Who can help answer my questions?
A:
If you have questions about the business combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference herein or the enclosed proxy card you should contact:
Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford CT 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400
E-mail: EAGL.info@morrowsodali.com
You also may obtain additional information about Platinum Eagle from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your ordinary shares (either physically or electronically) to Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent, at the address below prior to     a.m., Eastern Time, on            , 2019. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the general meeting, including the business combination, you should read this entire document carefully, including each of the Merger Agreements, which are attached as Annexes A and B, respectively, to this proxy statement/prospectus. The Merger Agreements are the legal documents that govern the business combination and the other transactions that will be undertaken in connection therewith. The Merger Agreements are also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Proposal — The Merger Agreements.”
The Parties to the Business Combination
Platinum Eagle Acquisition Corp.
Platinum Eagle is a blank check company incorporated on July 12, 2017 as a Cayman Islands exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, Platinum Eagle is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.
Platinum Eagle’s units, ordinary shares and warrants are listed on Nasdaq under the symbols “EAGLU,” “EAGL,” and “EAGLW,” respectively.
The mailing address of Platinum Eagle’s principal executive office is 2121 Avenue of the Stars, Suite 2300, Los Angeles, CA 90067. Its telephone number is (310) 209-7280.
The Holdco Acquiror
The Holdco Acquiror is a wholly-owned subsidiary of Platinum Eagle formed solely for the purpose of effecting a business combination. The Holdco Acquiror was incorporated under the laws of the State of Delaware on November 8, 2018. The Holdco Acquiror has no material assets and does not operate any business. Pursuant to the terms of the Merger Agreements, and subject to the satisfaction or waiver of certain conditions set forth therein, the Holdco Acquiror will acquire all of the issued and outstanding equity interests of Target Parent and Signor Parent in the business combination.
Target Parent
Target Parent was established in 2017 to hold the Algeco Group’s investment in Target, one of the largest suppliers of specialty rental accomodations and hospitality services in North America, after the Algeco Group’s sale of the business of Williams Scotsman International, Inc. (“WSII”) in 2017, and to effect the payment of certain costs associated with the sale of WSII. In addition, employees of the Algeco Group’s U.S. headquarters were transferred to Target Parent from an entity that was sold in connection with the WSII sale. The remaining functions of the Algeco Group’s U.S. headquarters have now been transitioned to the Algeco Group’s European headquarters. Target Parent will have no employees after January 2019.
Signor
Founded in 1990, Signor is a limited liability company formed under the laws of the State of Delaware to own, develop, manage, and operate workforce community facilities located in Oklahoma, New Mexico, and Texas.
Summary of the Merger Agreements
On November 13, 2018, the Company and the Holdco Acquiror entered into the respective Merger Agreements with each of the Algeco Seller and the Arrow Seller, to effect the business combination transactions. Pursuant to the terms of the Merger Agreements, and subject to the satisfaction or waiver of certain conditions set forth therein, Platinum Eagle, through its wholly-owned subsidiaries, the Holdco
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Acquiror and Signor Merger Sub, will acquire all of the issued and outstanding equity interests of Target Parent and Signor Parent, respectively.
The closing of the business combination is subject to certain conditions, including, among others, (i) the Company (or its applicable subsidiaries) receiving gross proceeds of at least $340 million from debt financing, (ii) approval by the Company’s shareholders of the Merger Agreements, the business combination and certain other actions related thereto, (iii) the availability of at least $225 million of cash in the Company’s trust account (and/or from other specified sources, if necessary), after giving effect to redemptions of public shares, if any, and (iv) the receipt of consent from the existing lenders of the Algeco Group and certain of its affiliates.
The Merger Agreements may be terminated by the Acquirors or the Sellers under certain circumstances, including, among others, (i) by mutual written consent of the Sellers and the Acquirors, (ii) by either Seller or the Acquirors if the closing of the business combination has not occurred on or before such date that is 120 days from the date of the Merger Agreements, subject to extension by mutual agreement of the parties, and (iii) by the Sellers or the Acquirors if the Company has not obtained the required approval of its shareholders. For additional information about the Merger Agreements and the business combination and other transactions contemplated thereby, see “The Business Combination Proposal — The Merger Agreements.”
Prior to and as a condition of the business combination, Platinum Eagle will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Law and a domestication under Section 388 of the DGCL, pursuant to which Platinum Eagle’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. The business combination will follow the domestication.
Business Combination Consideration
Under the Merger Agreements, the total amount payable by the Holdco Acquiror will be $1.311 billion (which amount is inclusive of the amounts required to pay third party and intercompany indebtedness at the closing of the business combination and net of transaction expenses), of which (A) $562 million will be paid in cash (the “Cash Consideration”) and (B) the remaining $749 million will be paid to the Sellers in the form of shares of Target Hospitality common stock valued at $10.00 per share, with (i) 25,800,000 of such shares delivered to the Algeco Seller pursuant to the Target Merger Agreement and (ii) 49,100,000 of such shares delivered to the Arrow Seller pursuant to the Signor Merger Agreement. The Cash Consideration shall come from the following sources: (1) proceeds available from the trust account, after giving effect to any and all redemptions; (2) the gross proceeds from new debt financing of at least $340 million; and (3) subject to the prior consent of the Sellers, at least $80 million of proceeds from the Equity Offering and certain Backstop Offerings, if any. The Cash Consideration payable to the Algeco Seller will be increased to the extent any cash on the balance sheet of the combined business of Signor and Target, after giving effect to the business combination, the redemptions from the trust account, the proceeds from the Equity Offering and the proceeds from the Backstop Offering, if any, exceeds $5.0 million. In the event the Cash Consideration is increased, the Stock Consideration paid to Algeco Seller will be decreased on a dollar for dollar basis. Notwithstanding the foregoing, in no event shall the Cash Consideration be less than $562.0 million, but depending upon the amount of redemptions and additional equity raised through the Equity Offering and Backstop Offering, if any, the Cash Consideration and Stock Consideration will be adjusted accordingly.
The portion of the purchase price funded from the trust account will be adjusted by an amount equal to the aggregate amount paid to each eligible shareholder of Platinum Eagle who has elected to redeem all or a portion of such shareholder’s Platinum Eagle ordinary shares at a per-share price, payable in cash, as calculated based on such shareholder’s pro rata share of the funds held in the trust account (the “Platinum Eagle Redemption Shares”). Prior to the Closing, none of the funds held in the trust account may be used or released except for the withdrawal of interest to fund Platinum Eagle’s working capital requirements (subject to an annual limit of  $250,000) and/or to pay Platinum Eagle’s taxes and to effectuate a share redemption of the Platinum Eagle Redemption Shares.
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Related Agreements
The Founders will deposit certain founder shares held by them into escrow pursuant to the Earnout Agreement and the Escrow Agreement at the Closing. The founder shares will be released from escrow to the Founders and/or transferred to the Arrow Seller upon the achievement of certain earnout targets. Target Hospitality, Arrow Seller, Algeco Seller and certain other parties named therein will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”) providing the parties with certain demand, shelf and piggyback registration rights covering all shares of Target Hospitality common stock owned by each holder. The Registration Rights Agreement shall contain certain lock-up provisions and customary joinder provisions, pursuant to which certain other people who are issued or receives shares of common stock of Target Hospitality in connection with the business combination shall become party thereto. See “The Business Combination Proposal — Related Agreements” for additional information about the agreements related to the Merger Agreements.
Debt Financing
A portion of the Cash Consideration will be financed with at least $340 million from secured debt financing made available to Arrow Bidco pursuant to commitments obtained by the Holdco Acquiror for an aggregate amount of  $425 million (the “Debt Financing”). For more information regarding the Debt Financing, see “The Business Combination Proposal — Related Agreements — Debt Commitment Letter.”
Equity Investment
In order to finance a portion of the Cash Consideration, the Company entered into subscription agreements (the “Subscription Agreements”), each dated as of November 13, 2018, with certain institutions and accredited investors (the “Investors”), pursuant to which, among other things, the Company agreed to issue and sell in private placements an aggregate of up to 8,000,000 Class A ordinary shares to the Investors for $10.00 per share (the “Equity Offering”). The Equity Offering is expected to close immediately prior to the Closing. Furthermore, the Class A ordinary shares sold in the Equity Offering will become shares of Target Hospitality common stock in connection with the Closing as described in this proxy statement/​prospectus. For more information regarding the Equity Offering, see “The Business Combination Proposal — Related Agreements — Subscription Agreements.”
Employment Agreements
Prior to the completion of the business combination, Target Hospitality expects to enter into employment agreements with certain of its key executive officers. For descriptions of the employment agreements, see “Business of Target Hospitality — Employment Agreements.”
Equity Ownership Upon Closing
As of the date of this proxy statement/prospectus, there are 40,625,000 ordinary shares outstanding, comprised of 32,500,000 Class A ordinary shares and 8,125,000 Class B ordinary shares, of which our Sponsor owns 4,143,750 Class B ordinary shares and Harry E. Sloan owns 3,981,250 Class B ordinary shares. On the effective date of the domestication, the currently issued and outstanding Class A ordinary shares and Class B ordinary shares, will automatically convert by operation of law, on a one-for-one basis, into shares of Platinum Eagle Delaware Class A common stock and Platinum Eagle Delaware Class B common stock, respectively. Similarly, all of Platinum Eagle’s outstanding warrants will become warrants to acquire the corresponding shares of Platinum Eagle Delaware Class A common stock and no other changes will be made to the terms of any outstanding warrants as a result of the domestication. In addition, all of Platinum Eagle’s outstanding units will become units of Platinum Eagle Delaware and after the effectiveness of the domestication and before the Closing, each outstanding unit of Platinum Eagle Delaware (each of which consists of one share of Platinum Eagle Delaware Class A common stock and one-third of one warrant to purchase one share of Platinum Eagle Delaware Class A common stock) will be separated into its component common stock and warrants. In connection with the Closing, each currently issued and outstanding share of Platinum Eagle Delaware Class B common stock will automatically convert on a one-for-one basis (subject to adjustment pursuant to the Interim Domestication Charter), into shares of
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Platinum Eagle Delaware Class A common stock, in accordance with the terms of the Interim Domestication Charter. Immediately thereafter, each currently issued and outstanding share of Platinum Eagle Delaware Class A common stock will automatically convert by operation of law, on a one-for-one basis, into shares of Target Hospitality. Similarly, all of the outstanding warrants of Platinum Eagle Delaware will become warrants to acquire the corresponding shares of Target Hospitality common stock and no other changes will be made to the terms of any outstanding warrants as a result of the Closing.
Assuming (i) that no public shareholders exercise their redemption rights (no redemptions scenario based on $328,850,509 held in trust as of September 30, 2018 and $80 million of additional equity raised through the Equity Offering or Backstop Offering), (ii) that 11,114,949 shares of Target Hospitality common stock are issued to Algeco Seller, and (iii) that 49,100,000 shares of Target Hospitality common stock are issued to Arrow Seller, then upon the closing of the business combination our public shareholders would own approximately 30.4%, the Algeco Seller would own approximately 10.4% and the Arrow Seller would own approximately 46.0% of the total of 106,794,949 shares of issued and outstanding shares of Target Hospitality common stock (excluding 2,045,000 shares of Target Hospitality common stock to be held in escrow as of the closing and subject to release to the Founders and Arrow Seller in accordance with the terms of the Earnout Agreement (the “Earnout Shares”)).
Assuming (i) that holders of 10,263,429 public shares exercise their redemption rights (based on $328,850,509 held in trust as of September 30, 2018 and a redemption price of  $10.1185 per share) (maximum redemptions scenario based on $328,850,509 held in trust as of September 30, 2018 and $80 million of additional equity raised through the Equity Offering or Backstop Offering), (ii) that 21,500,000 shares of Target Hospitality common stock are issued to Algeco Seller, and (iii) that 49,100,000 shares of Target Hospitality common stock are issued to Arrow Seller, then upon the closing of the business combination our public shareholders would own approximately 20.9%, Algeco Seller would own approximately 20.2% and Arrow Seller would own approximately 46.2% of the total of 106,316,571 issued and outstanding shares of Target Hospitality common stock (excluding 2,645,000 Earnout Shares held in escrow).
There are currently outstanding an aggregate of 16,166,667 warrants to acquire our Class A ordinary shares, which comprise 5,333,334 private placement warrants held by our initial shareholders and our independent directors (and/or one or more of their estate planning vehicles) and 10,833,333 public warrants. Each of our outstanding whole warrants is exercisable commencing 30 days following the closing of the business combination for one Class A ordinary share and, following the domestication and the Closing, will entitle the holder thereof to purchase one share of Target Hospitality common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of Target Hospitality common stock is issued as a result of such exercise, with payment to the company of the exercise price of  $11.50 per warrant for one whole share, our fully-diluted share capital would increase by a total of 16,166,167 shares, with approximately $185,910,920 paid to the company to exercise the warrants.
In addition to the restrictions set forth in the Earnout Agreement, subject to certain limited exceptions, the founder shares will not be transferred, assigned or sold until the date that is one year after the date of the consummation of our initial business combination or earlier if, subsequent to our business combination, (i) the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (ii) we consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Proposals to be put to the General Meeting
The following is a summary of the proposals to be put to the general meeting.
The Business Combination Proposal
Under the Merger Agreements, the total amount payable by the Holdco Acquiror will be $1.311 billion (which amount is inclusive of the amounts required to pay third party and intercompany indebtedness at the closing of the business combination and net of transaction expenses), of which (A) $562 million will be
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paid in cash (the “Cash Consideration”) and (B) the remaining $749 million will be paid to the Sellers in the form of shares of Target Hospitality common stock valued at $10.00 per share, with (i) 25,800,000 of such shares delivered to the Algeco Seller pursuant to the Target Merger Agreement and (ii) 49,100,000 of such shares delivered to the Arrow Seller pursuant to the Signor Merger Agreement. The Cash Consideration payable to the Algeco Seller will be increased to the extent any cash on the balance sheet of the combined business of Signor and Target, after giving effect to the business combination, the redemptions from the Trust Account, the proceeds from the Equity Offering and the proceeds from the Backstop Offering, if any, exceeds $5.0 million. In the event the Cash Consideration is increased, the Stock Consideration paid to Algeco Seller will be decreased on a dollar for dollar basis. Notwithstanding the foregoing, in no event shall the Cash Consideration be less than $562.0 million, but depending upon the amount of redemptions and additional equity raised through the Equity Offering and Backstop Offering, if any, the Cash Consideration and Stock Consideration will be adjusted accordingly. The Cash Consideration shall come from the following sources: (1) proceeds available from the trust account, after giving effect to any and all redemptions; (2) the gross proceeds from new debt financing of to at least $340 million; and (3) subject to the prior consent of the Sellers, at least $80 million of proceeds from the Equity Offering and certain Backstop Offerings, if any.
After consideration of the factors identified and discussed in the section entitled “The Business Combination Proposal — Platinum Eagle’s Board of Directors’ Reasons for Approval of the Business Combination,” Platinum Eagle’s board of directors concluded that the business combination met all of the requirements disclosed in the prospectus for its initial public offering, including that the business of Target Hospitality had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Merger Agreements.
If any proposal is not approved by Platinum Eagle’s shareholders at the general meeting, the Platinum Eagle board of directors may submit the adjournment proposal for a vote.
For additional information, see “The Business Combination Proposal” section of this proxy statement/​prospectus.
The Domestication Proposal
If the business combination proposal is approved, then Platinum Eagle is asking its shareholders to approve the domestication proposal. Under the Merger Agreements, the approval of the domestication proposal is also a condition to the consummation of the business combination. If, however, the domestication proposal is approved, but the business combination proposal is not approved, then neither the domestication nor the business combination will be consummated.
As a condition to closing the business combination pursuant to the terms of the Merger Agreements, the board of directors of Platinum Eagle has unanimously approved a change of Platinum Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. To effect the domestication, Platinum Eagle will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and will file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Platinum Eagle will be domesticated and continue as a Delaware corporation and will continue to be named “Platinum Eagle Acquisition Corp.”
On the effective date of the domestication, the currently issued and outstanding Class A ordinary shares and Class B ordinary shares, will automatically convert by operation of law, on a one-for-one basis, into shares of Platinum Eagle Delaware Class A common stock and Platinum Eagle Delaware Class B common stock, respectively. Similarly, all of Platinum Eagle’s outstanding warrants will become warrants to acquire the corresponding shares of Platinum Eagle Delaware Class A common stock and no other changes will be made to the terms of any outstanding warrants as a result of the domestication. In addition, all of Platinum Eagle’s outstanding units will become units of Platinum Eagle Delaware and after the effectiveness of the domestication and before the Closing, each outstanding unit of Platinum Eagle Delaware (each of which consists of one share of Platinum Eagle Delaware Class A common stock and one-third of one warrant to purchase one share of Platinum Eagle Delaware Class A common stock) will be separated into
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its component common stock and warrants. In connection with the Closing, each currently issued and outstanding share of Platinum Eagle Delaware Class B common stock will automatically convert on a one-for-one basis (subject to adjustment pursuant to the Interim Domestication Charter), into shares of Platinum Eagle Delaware Class A common stock, in accordance with the terms of the Interim Domestication Charter. Immediately thereafter, each currently issued and outstanding share of Platinum Eagle Delaware Class A common stock will automatically convert by operation of law, on a one-for-one basis, into shares of Target Hospitality. Similarly, all of the outstanding warrants of Platinum Eagle Delaware will become warrants to acquire the corresponding shares of Target Hospitality common stock and no other changes will be made to the terms of any outstanding warrants as a result of the Closing.
The domestication proposal, if approved, will approve a change of Platinum Eagle’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware and the adoption of the Interim Domestication Charter, which will not materially alter the substantive rights contained in the Existing Organizational Documents. See “The Domestication Proposal — Overview” for further information about the Interim Domestication Charter. Accordingly, while Platinum Eagle is currently governed by the Cayman Islands Companies Law, upon domestication and the Closing, Platinum Eagle Delaware and Target Hospitality, respectively, will be governed by the DGCL. Accordingly, we urge shareholders to carefully consult the Interim Domestication Charter, a form of which is attached hereto as Annex C-2 and the information set out below under “Comparison of Corporate Governance and Shareholder Rights.” Additionally, we note that if the domestication proposal is approved, then Platinum Eagle will also ask its shareholders to approve the organizational documents proposals (discussed below) and we urge shareholders to carefully consult the section entitled “The Organizational Documents Proposals” (including the chart of material differences included therein) and the Proposed Organizational Documents of Target Hospitality, attached hereto as Annexes D and E.
The Organizational Documents Proposals
If the domestication proposal is approved and the business combination is to be consummated, Platinum Eagle will replace its Existing Organizational Documents under the Cayman Islands Companies Law with the Interim Domestication Charter of Platinum Eagle Delaware under the DGCL. In connection with the Closing, which is expected to be effectuated three calendar days following the domestication, Platinum Eagle Delaware will replace the Interim Domestication Charter with the Proposed Organizational Documents of Target Hospitality. As noted above, the Interim Domestication Charter will not materially alter the substantive rights contained in the Existing Organizational Documents. See “The Domestication Proposal — Overview” for further information about the Interim Domestication Charter. However, the Proposed Organizational Documents differ in certain material respects from the Existing Organizational Documents and we urge shareholders to carefully consult the information set out in the Section “The Organizational Documents Proposals” (including the chart of material differences included therein) and the full text of the Interim Domestication Charter, a form of which is attached hereto as Annex C-2, and the Proposed Organizational Documents of Target Hospitality, attached hereto as Annexes D and E.
Platinum Eagle’s shareholders are asked to consider and vote upon and to approve by special resolution three separate proposals (collectively, the “organizational documents proposals”) in connection with the replacement of the Existing Organizational Documents with the Proposed Organizational Documents. The organizational documents proposals are conditioned on the approval of the domestication proposal, and, therefore, also conditioned on approval of the business combination proposal. Therefore, if the business combination proposal and the domestication proposal are not approved, the organizational documents proposals will have no effect, even if approved by our public shareholders. A brief summary of each of the organizational documents proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents of Target Hospitality.
Organizational Documents Proposal A — Authorized Capital Stock
Assuming the business combination proposal and the domestication proposal are approved, our shareholders are also being asked to approve organizational documents proposal A, which is, in the judgment of our board of directors, necessary to adequately address the needs of Target Hospitality after
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the business combination. Under the Merger Agreements, the approval of each of the organizational documents proposals is a condition to the consummation of the business combination and therefore approval of this organizational documents proposal A is a condition to the consummation of the business combination.
Organizational documents proposal A is a proposal to approve the provision in the Proposed Charter changing the authorized share capital from $40,100 divided into 380,000,000 Class A ordinary shares of a par value of  $0.0001 each, 20,000,000 Class B ordinary shares of a par value of  $0.0001 each and 1,000,000 preferred shares of a par value of  $0.0001 each, to authorized capital stock of 401,000,000 shares, consisting of  (x) 400,000,000 shares of Target Hospitality common stock and (y) 1,000,000 shares of preferred stock.
For additional information, see “The Organizational Documents Proposals” section in this proxy statement/prospectus.
Organizational Documents Proposal B — Approval of Proposal Relating to the Ability of Stockholders to Call a Special Meeting
Assuming the business combination proposal and the domestication proposal are approved, our shareholders are also being asked to approve organizational documents proposal B, which is, in the judgment of our board of directors, necessary to adequately address the needs of Target Hospitality after the business combination. Under the Merger Agreements, the approval of each of the organizational documents proposals is a condition to the consummation of the business combination and therefore approval of this organizational documents proposal B is a condition to the consummation of the business combination.
The Proposed Organizational Documents stipulate that, unless required by law, special meetings of stockholders may only be called by (i) the board of directors, (ii) the chairperson of the board of directors or (iii) the chief executive officer of Target Hospitality. Under the Proposed Organizational Documents, Target Hospitality’s stockholders have no power to call a special meeting.
For additional information, see “The Organizational Documents Proposals” section in this proxy statement/prospectus.
Organizational Documents Proposal C — Approval of Other Changes in Connection with Adoption of the Proposed Organizational Documents
Assuming the business combination proposal and the domestication proposal are approved, our shareholders are also being asked to approve organizational documents proposal C, which is, in the judgment of our board of directors, necessary to adequately address the needs of Target Hospitality after the business combination. Under the Merger Agreements, the approval of each of the organizational documents proposals is a condition to the consummation of the business combination and therefore approval of this organizational documents proposal C is a condition to the consummation of the business combination.
Organizational documents proposal C is a proposal to approve all other material differences between the Existing Organizational Documents and the Proposed Organizational Documents in connection with the Closing, including (i) changing the post-business combination corporate name from “Platinum Eagle Acquisition Corp.” to “Target Hospitality Corp.” and making Target Hospitality’s corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iii) granting a waiver regarding corporate opportunities to Target Hospitality’s non-employee directors and (iv) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which Platinum Eagle’s board of directors believe are necessary to adequately address the needs of Target Hospitality after the business combination.
For additional information, see “The Organizational Documents Proposal” section of this proxy statement/prospectus.
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The Stock Issuance Proposal
Assuming the business combination proposal, the domestication proposal and each of the organizational documents proposals are approved, our shareholders are also being asked to approve, by ordinary resolution, the stock issuance proposal.
Platinum Eagle’s units, ordinary shares and public warrants are listed on Nasdaq and, as such, we are seeking shareholder approval of the issuance of  (x) shares of Target Hospitality common stock to (i) Algeco Seller pursuant to the terms of the Target Merger Agreement and (ii) Arrow Seller pursuant to the terms of the Signor Merger Agreement, and (y) Class A ordinary shares to certain institutions and accredited investors in connection with the Equity Offering in order to comply with the applicable listing rules of Nasdaq.
The number of shares of Target Hospitality common stock that may be issued in connection with the stock issuance proposal is expected to be approximately 25,800,000 shares to Algeco Seller and 49,100,000 shares to Arrow Seller.
For additional information, see “The Stock Issuance Proposal” section of this proxy statement/​prospectus.
The Incentive Award Plan Proposal
Assuming the business combination proposal, the domestication proposal, each of the organizational documents proposals and the stock issuance proposal are approved, our shareholders are also being asked to approve, by ordinary resolution, the incentive award plan proposal.
We expect that, prior to the consummation of the business combination, our board of directors will approve and adopt the Target Hospitality Corp. 2019 Incentive Award Plan, referred to as the “Incentive Plan”, and assuming the business combination proposal, the domestication proposal, each of the organizational documents proposals and the stock issuance proposal are approved, we expect that our shareholders will be asked to approve the Incentive Plan. Our shareholders should carefully read the entire Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex F, before voting on this proposal.
For additional information, see “The Incentive Award Plan Proposal” section of this proxy statement/​prospectus.
The Adjournment Proposal
If based on the tabulated vote, there are not sufficient votes at the time of the general meeting to authorize Platinum Eagle to consummate the business combination (because any of the condition precedent proposals have not been approved (including as a result of the failure of any other cross-conditioned condition precedent proposals to be approved)) or Platinum Eagle determines that one or more of the closing conditions under the Merger Agreements has not been satisfied, Platinum Eagle’s board of directors may submit a proposal to adjourn the general meeting to a later date or dates, if necessary, to permit further solicitation of proxies.
For additional information, see “The Adjournment Proposal” section of this proxy statement/​prospectus.
Date, Time and Place of General Meeting of Platinum Eagle’s Shareholders
The general meeting will be held at     a.m., Eastern Time, on            , 2019, at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, New York 10166, to consider and vote upon the proposals to be put to the general meeting, including if necessary, the adjournment proposal.
Voting Power; Record Date
Shareholders will be entitled to vote or direct votes to be cast at the general meeting if they owned ordinary shares at the close of business on            , 2019, which is the record date for the general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the
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record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights. On the record date, there were 40,625,000 ordinary shares outstanding, of which 32,500,000 were public shares, with the rest being held by our initial shareholders.
Quorum and Vote of Platinum Eagle Shareholders
A quorum of Platinum Eagle shareholders is necessary to hold a valid meeting. A quorum will be present at the Platinum Eagle general meeting if the holders of a majority of the issued and outstanding shares entitled to vote at the general meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.
As of the record date for the general meeting, 20,312,501 ordinary shares would be required to achieve a quorum.
In connection with our initial public offering, our initial shareholders (consisting of our Sponsor and Harry E. Sloan) and our directors at the time of our initial public offering entered into letter agreements to vote their founder shares, as well as any public shares purchased during or after our initial public offering, in favor of the business combination proposal and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the date hereof, our Sponsor and our independent directors own 20.0% of our total outstanding common shares.
The proposals presented at the general meeting require the following votes:

Business combination proposal: The approval of the business combination proposal requires an ordinary resolution being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the business combination proposal, vote at the general meeting.

Domestication proposal: The approval of the domestication proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote for the proposal by the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve the domestication proposal, vote at the general meeting.

Organizational documents proposals: The separate approval of each of the organizational documents proposals requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote for each of the organizational documents proposals by the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve each such organizational documents proposal, vote at the general meeting.

Stock issuance proposal: The approval of the stock issuance proposal requires an ordinary resolution being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the stock issuance proposal, vote at the general meeting.

Incentive award plan proposal: The approval of the incentive award plan proposal requires an ordinary resolution being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the incentive award plan proposal, vote at the general meeting.

Adjournment proposal: The approval of the adjournment proposal requires an ordinary resolution being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the adjournment proposal, vote at the general meeting.
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Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.
Redemption Rights
Pursuant to Platinum Eagle’s Existing Organizational Documents, a public shareholder may request that Platinum Eagle redeem all or a portion of their public shares (which would become shares of Target Hospitality common stock in the business combination) for cash if the business combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to     a.m., Eastern Time, on            , 2019, (a) submit a written request to the transfer agent that Target Hospitality redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.
As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its public shares to Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent, Target Hospitality will redeem each share of Target Hospitality common stock into which such public share converted upon the domestication and the Closing for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of  $250,000) and/or to pay our taxes, divided by the number of then outstanding public shares. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed shares for cash and will no longer own such shares. See “Extraordinary General Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
In order for public shareholders to exercise their redemption rights in respect of the proposed business combination, public shareholders must properly exercise their right to redeem the public shares that you will hold upon the domestication no later than the close of the vote on the business combination proposal and deliver their ordinary shares (either physically or electronically) to Continental Stock Transfer & Trust Company, Platinum Eagle’s transfer agent, prior to     a.m., Eastern Time, on            , 2019. Therefore, the exercise of redemption rights occurs prior to the domestication. For the purposes of Article 49.3 of the amended and restated memorandum and articles of association of Platinum Eagle and the Cayman Islands Companies Law, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/prospectus shall be interpreted accordingly. Immediately following the domestication and the consummation of the business combination, Target Hospitality shall satisfy the exercise of redemption rights by redeeming the public shares issued to the public shareholders that validly exercised their redemption rights.
Holders of our warrants will not have redemption rights with respect to the warrants held by them.
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Appraisal Rights
Neither Platinum Eagle shareholders nor Platinum Eagle warrantholders have appraisal rights in connection with the business combination or the domestication under the Cayman Islands Companies Law or under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Platinum Eagle has engaged Morrow Sodali LLC to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting — Revoking Your Proxy.”
Interests of Platinum Eagle’s Directors and Officers in the Business Combination
When you consider the recommendation of Platinum Eagle’s board of directors in favor of approval of the business combination proposal, you should keep in mind that Platinum Eagle’s initial shareholders, including its directors and executive officers, have interests in such proposal that are different from, or in addition to those of Platinum Eagle shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

If we do not consummate a business combination transaction by January 17, 2020, we will cease all operations except for the purpose of winding up, redeem all of the issued and outstanding public shares for cash and, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under the Cayman Islands Companies Law to provide for claims of creditors and the requirements of other applicable law. In such event, the 8,125,000 founder shares owned by our initial shareholders would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to the founder shares if we fail to complete a business combination within the required period. Our initial shareholders purchased the founder shares prior to our initial public offering for an aggregate purchase price of  $25,000. Upon the Closing, such founder shares will convert into 8,125,000 shares of Target Hospitality common stock, and such securities, if unrestricted and freely tradable would be valued at approximately $82,387,500, based on the closing price of  $10.14 per share of our Class A ordinary shares on Nasdaq on January 22, 2019.

Simultaneously with the closing of our initial public offering, Platinum Eagle consummated the sale of 5,333,334 private placement warrants at a price of  $11.50 per warrant in a private placement to our initial shareholders, including our independent directors (and/or one or more of their estate planning vehicles). The warrants are each exercisable commencing 30 days following the closing of the business combination for one Class A ordinary share at $11.50 per share. If we do not consummate a business combination transaction by January 17, 2020, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public shareholders and the warrants held by our initial shareholders will be worthless. The warrants held by our initial shareholders had an aggregate market value of approximately $6,560,001 based upon the closing price of  $1.23 per warrant on Nasdaq on January 22, 2019.

Our Sponsor, officers and directors will lose their entire investment in us if we do not complete our business combination by January 17, 2020.

Jeff Sagansky and Eli Baker will serve as directors of Target Hospitality after the consummation of the business combination. As such, in the future they will receive any cash fees, stock options or stock awards that the Target Hospitality board of directors determines to pay to its directors.

Our initial shareholders and our officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if Platinum Eagle fails to complete an initial our business combination by January 17, 2020.
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In order to protect the amounts held in the trust account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the trust account. This liability will not apply with respect to any claims by a third-party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

Following the consummation of the business combination, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to Platinum Eagle and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the trust account to repay the working capital loans, but no proceeds held in the trust account would be used to repay the working capital loans.

Following the consummation of the business combination, we will continue to indemnify our existing directors and officers and will maintain our directors’ and officers’ liability insurance.

Following consummation of the business combination, our Sponsor, our officers and directors and their respective affiliates would be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by Platinum Eagle from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. However, if we fail to consummate a business combination within the required period, our Sponsor and our officers and directors and their respective affiliates will not have any claim against the trust account for reimbursement.
At any time prior to the general meeting, during a period when they are not then aware of any material nonpublic information regarding Platinum Eagle or its securities, the Platinum Eagle initial shareholders, Target Parent and/or its affiliates and Signor and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Platinum Eagle’s ordinary shares or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of that (i) the proposals presented to shareholders for approval at the general meeting are approved and/or (ii) that Platinum Eagle satisfy the minimum cash condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the business combination. This may result in the completion of our business combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Platinum Eagle initial shareholders for nominal value.
Entering into any such arrangements may have a depressive effect on Platinum Eagle’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the general meeting.
If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the general meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Platinum Eagle will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by
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any of the aforementioned persons that would affect the vote on the proposals to be put to the general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of the Platinum Eagle directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Platinum Eagle and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of Platinum Eagle’s Directors and Officers in the Business Combination” for a further discussion of this and other risks.
Recommendation to Shareholders
Platinum Eagle’s board of directors believes that the business combination proposal and the other proposals to be presented at the general meeting are in the best interest of Platinum Eagle’s shareholders and unanimously recommends that its shareholders vote “FOR” the business combination proposal, “FOR” the domestication proposal, “FOR” each of the separate organizational documents proposals, “FOR” the stock issuance proposal, “FOR” the incentive award plan proposal and “FOR” the adjournment proposal, in each case, if presented to the general meeting.
The existence of financial and personal interests of Platinum Eagle’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Platinum Eagle and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Platinum Eagle’s Directors and Officers in the Business Combination” for a further discussion.
Conditions to the Closing of the Business Combination
Unless waived by the parties to the Merger Agreements, and subject to applicable law, the consummation of the business combination is subject to a number of conditions set forth in the Merger Agreements including, among others, receipt of gross proceeds of at least $340 million from debt financing and the requisite shareholder approvals contemplated by this proxy statement/prospectus. For more information about conditions to the consummation of the business combination, see “The Business Combination Proposal — The Merger Agreements — Conditions to the Closing of the Business Combination.”
Sources and Uses of Funds for the Business Combination
The following table summarizes the sources and uses for funding the business combination. Where actual amounts are not known or knowable, the figures below represent Platinum Eagle’s good faith estimate of such amounts assuming a closing as of the indicated date.
(U.S. dollars in thousands)
Sources
Uses
Debt Financing(1)
$ 340,000
Purchase of Target Parent(5)
$ 820,000
Equity Offering
$ 80,000
Trust Account(2)
$ 328,851
Purchase of Signor(4)
$ 491,000
Equity Issued to Algeco Seller(3)
$ 111,149
Equity Issued to Arrow Seller(4)
$ 491,000
Fees and expenses
$ 40,000
Total sources
$ 1,351,000
Total uses
$ 1,351,000
(1)
Consists of  $425 million committed by the Commitment Parties, including the New ABL Facility of $125 million, of which $40 million will be funded at the Closing, and a $300 million Bridge Facility.
(2)
Assumes none of the ordinary shares are redeemed in connection with the business combination.
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(3)
Consists of 11,114,949 shares of Target Hospitality common stock valued at $10.00 per share issued to the Algeco Seller as partial consideration in the business combination. See Note (5) below.
(4)
Consists of 49,100,000 shares of Target Hospitality common stock valued at $10.00 per share issued to the Arrow Seller as consideration in the business combination.
(5)
Consists of 11,114,949 shares of Target Hospitality common stock and $708,850,510 of cash. Pursuant to the Target Merger Agreement, the number of shares of common stock being issued to the Algeco seller has been adjusted to give effect to the receipt of  $80 million in expected proceeds from the Equity Offering.
U.S. Federal Income Tax Considerations
For a discussion summarizing the U.S. federal income tax considerations of the domestication, an exercise of redemption rights and the business combination, please see “U.S. Federal Income Tax Considerations.”
Anticipated Accounting Treatment
The Business Combination
The business combination will be accounted for as a reverse acquisition under the purchase method of accounting, with Target Parent being treated as the accounting acquirer. Consequently, Target Parent’s consolidated financial statements will become the historical financial statements of the registrant following consummation of the business combination, with the transaction treated as a recapitalization.
The Domestication
There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Platinum Eagle as a result of domestication. The business, capitalization, assets and liabilities and financial statements of Target Hospitality immediately following the domestication will be the same as those of Platinum Eagle immediately prior to the domestication.
Comparison of Corporate Governance and Shareholder Rights
The domestication will change Platinum Eagle’s jurisdiction of incorporation from the Cayman Islands to Delaware and, as a result, Platinum Eagle’s organizational documents will change and will be governed by the DGCL rather than Cayman Islands Companies Law. There are differences between Cayman Islands corporate law, which currently governs Platinum Eagle, and Delaware corporate law, which will govern Platinum Eagle Delaware following the domestication and Target Hospitality following the Closing. Additionally, there are differences between the new organizational documents of Target Hospitality and the current constitutional documents of Platinum Eagle.
For a summary of the material differences among the rights of holders of Target Hospitality common stock and holders of ordinary shares, see “Comparison of Corporate Governance and Shareholder Rights.”
Regulatory Matters
The business combination is not subject to any additional federal or state regulatory requirements or approvals, except for filings with the Cayman Islands and the State of Delaware necessary to effectuate the transactions contemplated by the Merger Agreements.
Risk Factors
In evaluating the proposals to be presented at the general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”
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Sources of Industry and Market Data
Where information has been sourced from a third party, the source of such information has been identified.
Unless otherwise indicated, the information contained in this document on the market environment, market developments, growth rates, market trends and competition in the markets in which Platinum Eagle, Target Parent and Signor operate is taken from publicly available sources, including third-party sources, or reflects Platinum Eagle’s, Target Parent’s or Signor’s estimates that are principally based on information from publicly available sources.
Emerging Growth Company
Platinum Eagle is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“SOX”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. Platinum Eagle intends to take advantage of the benefits of this extended transition period. This may make comparison of Platinum Eagle’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
Platinum Eagle will remain an emerging growth company until the earlier of  (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of its initial public offering, (b) in which it has total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which it is deemed to be a large accelerated filer, which means the market value of its Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period.
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SELECTED HISTORICAL FINANCIAL INFORMATION OF PLATINUM EAGLE
Platinum Eagle is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the business combination.
Platinum Eagle’s statement of operations data the period from July 12, 2017 (date of inception) to December 31, 2017 and balance sheet data as of December 31, 2017 are derived from Platinum Eagle’s audited financial statements included elsewhere in this proxy statement/prospectus. Platinum Eagle’s statement of operations data for the nine months ended September 30, 2018 and balance sheet data as of September 30, 2018 are derived from Platinum Eagle’s unaudited financial statements included elsewhere in this proxy statement/prospectus.
The information is only a summary and should be read in conjunction with Platinum Eagle’s consolidated financial statements and related notes and “Platinum Eagle’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Platinum Eagle.
Platinum Eagle Acquisition Corp.
In thousands except shares
Nine months
ended September 30,
2018
Year ended
December 31,
2017
(Unaudited)
Statement of operations data:
Revenue
$ $
General and administrative expenses
476 9
Loss from operations
(476) (9)
Other income – interest on Trust Account
3,851
Net income (loss)
$ 3,375 $ (9)
Balance sheet data (at period end):
Property, plant and equipment, net
$ $
Total assets
329,425 242
Debt, non-current
Total liabilities
11,543 226
Statements of cash flows data:
Net cash provided by (used in):
Operating activities
$ (410)
Investing activities
(325,000)
Financing activities
(325,886)
Other financial data:
Weighted average number of ordinary shares outstanding (basic and diluted)
Class A
32,500,000
Class B
8,125,000 7,500,000*
Net Income (Loss) per ordinary share (basic and diluted)
Class A
$ 0.11 $
Class B
(0.03) (0.00)
*
This number excluded an aggregate of up to 1,125,000 Class B ordinary shares subject to surrender if the over-allotment option was not exercised by the underwriters.
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SELECTED HISTORICAL FINANCIAL INFORMATION OF TARGET PARENT
The following table shows the selected historical financial information of Target Parent for the periods and as of the dates indicated.
The selected historical financial information of Target Parent as of and for the years ended December 31, 2017 and 2016 was derived from the audited historical consolidated financial statements of Target Parent included elsewhere in this proxy statement/prospectus. The selected historical interim financial information of Target Parent as of September 30, 2018 and for the nine months ended September 30, 2018 and 2017 was derived from the unaudited interim consolidated financial statements of Target Parent included elsewhere in this proxy statement/prospectus.
The following selected historical financial information should be read together with the consolidated financial statements and accompanying notes and “Target Parent’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace Target Parent’s consolidated financial statements and the related notes. Target Parent’s historical results are not necessarily indicative of Target Parent’s future results, and Target Parent’s results as of and for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.
As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Target Parent, prior to and without giving pro-forma effect to the impact of the business combination and, as a result, the results reflected in this section may not be indicative of the results Target Hospitality will see going forward or that Target would have seen as a standalone business during the periods presented. See “Summary of the Proxy Statement/Prospectus — The Parties to the Business Combination — Target Parent” and “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.
For the nine months ended
September 30,
Year ended December 31,
In thousands
2018
2017
2017
2016
(Unaudited)
Revenue:
Services income
$ 103,118 $ 56,636 $ 75,422 $ 69,510
Specialty rental income
41,330 38,484 58,813 79,957
Total revenue
144,448 95,120 134,235 149,467
Costs:
Services
51,377 32,952 46,630 42,245
Specialty rental
7,796 7,541 10,095 9,785
Depreciation of specialty rental assets
22,400 18,397 24,464 36,300
Gross Profit
62,875 36,230 53,046 61,137
Selling, general, and administrative
25,919 12,240 24,337 15,793
Other depreciation and amortization
3,165 4,079 5,681 5,029
Restructuring costs
7,829 1,573 2,180
Currency (gain) loss, net
72 (106) (91)
Other income (net)
(1,738) (610) (519) (392)
Operating income
27,628 19,054 21,458 40,707
Interest expense (income), net
14,600 (4,438) (5,107) (3,512)
Income before income tax
13,028 23,492 26,565 44,219
Income tax expense
4,594 9,642 (25,584) (17,310)
Net income
8,434 13,850 981 26,909
Other comprehensive income (loss)
Foreign currency translation
(291) 547 618 205
Comprehensive income
$ 8,143 $ 14,397 $ 1,599 $ 27,114
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For the nine months ended
September 30,
Year ended December 31,
In thousands
2018
2017
2017
2016
(Unaudited)
Balance sheet data (at period end):
Specialty rental and other PPE
241,809 202,112 199,389 193,907
Total assets
405,608 468,630 363,125 424,276
Debt, non-current
17,519 5,613 2,793 17,591
Total liabilities
372,977 102,291 338,221 113,702
Statements of cash flows data:
Net cash provided by (used in):
Operating activities
24,038 32,748 40,774 44,728
Investing activities
(57,943) (63,793) (130,246) (5,125)
Financing activities
25,384 33,722 98,059 (39,942)
Non-GAAP Financial Measures
Target Parent has included Adjusted gross profit, each of which are measurements not calculated in accordance with US generally accepted accounting principles (“GAAP”), in the discussion of its financial results because they are key metrics used by management to assess financial performance. Target Parent’s business is capital-intensive and these additional metrics allow management to further evaluate its operating performance.
Target Parent defines Adjusted gross profit, as gross profit plus depreciation and amortization.
Target Parent defines EBITDA as net income (loss) before income tax expense (benefit), interest expense, depreciation, and amortization.
Adjusted EBITDA reflects further adjustments to EBITDA to exclude certain non-cash items and the effect of what Target Parent considers transactions or events not related to its core business operations.
The following provides a discussion of non-cash items and what Target Parent considers transactions or events not related to its core business operations that are excluded to arrive at Adjusted EBITDA:

Currency losses, net:   Target Parent incurred currency gains and losses on monetary assets and liabilities denominated in foreign currencies other than the functional currency. Substantially all such currency gains (losses) are unrealized and attributable to financings due to and from affiliated companies.

Restructuring costs:   Target Parent incurred costs associated with restructuring plans designed to streamline operations and reduce costs.

Holdings selling, general and administrative costs:   Target Parent incurred nonrecurring costs in the form of legal and professional fees as well as transaction bonus amounts, primarily associated with a restructuring transaction in 2017.

Other expense:   Other expense includes consulting expenses related to certain one-time projects, financing costs not classified as interest expense, gains and losses on disposals of property, plant, and equipment, and other immaterial non-cash charges.

Transaction costs:   Target Parent incurred nonroutine transaction costs associated with costs related to this offering.
EBITDA reflects net income excluding the impact of interest expense, provision for income taxes, depreciation and amortization. We believe that EBITDA is a meaningful indicator of operating performance because we use it to measure our ability to service debt, fund capital expenditures, and expand our business. We also use EBITDA, as do analysts, lenders, investors, and others, to evaluate companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly
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among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. EBITDA also excludes depreciation and amortization expense, because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.
Target Parent also believes that Adjusted EBITDA is a meaningful indicator of operating performance. Our Adjusted EBITDA reflects adjustments to exclude the effects of additional items, including non-routine items, that are not reflective of the ongoing operating results of the Target Parent.
Adjusted gross profit, EBITDA and Adjusted EBITDA are not measurements of Target Parent’s financial performance under GAAP and should not be considered as alternatives to gross profit, net income (loss) or other performance measures derived in accordance with GAAP, or as alternatives to cash flow from operating activities as measures of Target Parent’s liquidity. Adjusted gross profit, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to Target Parent to reinvest in the growth of its business or as measures of cash that will be available to it to meet its obligations. In addition, its measurement of Adjusted gross profit, EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Target Parent’s management believes that Adjusted gross profit, EBITDA and Adjusted EBITDA provide useful information to investors about Target Parent and its financial condition and results of operations for the following reasons: (i) they are among the measures used by Target Parent’s management team to evaluate its operating performance; (ii) they are among the measures used by Target Parent’s management team to make day-to-day operating decisions, (iii) they are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results across companies in Target Parent’s industry
The following table presents a reconciliation of Target Parent’s consolidated gross profit to Adjusted gross profit:
For the nine months ended
September 30,
Year ended December 31,
2018
2017
2017
2016
Gross Profit
$ 62,875 $ 36,230 $ 53,046 $ 61,137
Depreciation of specialty rental assets
22,400 18,397 24,464 36,300
Adjusted gross profit
$ 85,275 $ 54,627 $ 77,510 $ 97,437
The following table presents a reconciliation of Target Parent’s consolidated net loss to EBITDA and Adjusted EBITDA:
For the nine months ended
September 30,
Year ended December 31,
2018
2017
2017
2016
Net Income (loss)
$ 8,434 $ 13,850 $ 981 $ 26,909
Income tax expense
4,594 9,642 25,584 17,310
Interest expense (income), net
14,600 (4,438) (5,107) (3,512)
Other depreciation and amortization
3,165 4,079 5,681 5,029
Depreciation of specialty rental assets
22,400 18,397 24,464 36,300
EBITDA
53,193 41,530 51,603 82,036
Currency (gains) losses, net
72 (106) (91)
Restructuring costs
7,829 1,573 2,180
Holdings selling, general and administrative costs
9,133 8,771
Transaction costs
2,333
Other income, net
(1,738) (610) (519) (392)
Adjusted EBITDA
$ 70,822 $ 42,387 $ 61,944 $ 81,644
37

SELECTED HISTORICAL FINANCIAL INFORMATION OF SIGNOR AND SIGNOR PARENT
The following table shows selected historical financial information for Signor and Signor Parent for the periods and as of the dates indicated.
The selected historical financial information of Signor and its Subsidiaries (collectively, as used herein, the “Predecessor”) as of and for the years ended December 31, 2017 and 2016 was derived from the audited historical consolidated financial statements of Signor included elsewhere in this proxy statement/prospectus. The selected historical interim financial information of Signor and Signor Parent (“Successor”) as of September 30, 2018, for the nine months ended September 30, 2017, for the period January 1, 2018 to September 6, 2018, and for the period September 7, 2018 to September 30, 2018 was derived from the unaudited interim consolidated financial statements of Signor and Signor Parent included elsewhere in this proxy statement/prospectus.
The following selected historical financial information should be read together with the consolidated financial statements and accompanying notes and “Signor Parent’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace Signor’s or Signor Parent’s consolidated financial statements and the related notes. Signor’s and Signor Parent’s historical results are not necessarily indicative of Signor Parent’s future results, and Signor’s and Signor Parent’s results as of September 30, 2018, for the nine months ended September 30, 2017, for the period January 1, 2018 to September 6, 2018, and for the period September 7, 2018 to September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.
As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Signor and Signor Parent, prior to and without giving pro forma effect to the impact of the business combination and, as a result, the results reflected in this section may not be indicative of the results Target Hospitality will see going forward or that Signor and Signor Parent would have seen as a standalone business during the periods presented. See “Summary of the Proxy Statement/Prospectus — The Parties to the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.
In thousands except units and shares
For the period
September 7,
2018 to
September 30,
2018
For period
January 1,
2018 to
September 6,
2018
For nine
months ended
September 30,
2017
Year ended
December 31,
2017
Year ended
December 31,
2016
(Successor)
(Unaudited)
(Predecessor)
(Unaudited)
(Predecessor)
(Unaudited)
Service income
$ $ 61,242 $ 22,394 $ 38,737 $ 13,497
Rental income – related party
2,104
Cost of services
26,675 10,724 17,241 6,974
Depreciation & accretion
780 4,022 2,004 3,279 1,971
Gross Profit
1,324 30,545 9,666 18,217 4,552
Amortization of intangible asset
693
Selling, general, and administrative
351 2,949 2,271 3,524 2,799
Acquisition expenses
9,227 411 (9) 1,478
Operating Income
(8,947) 27,185 7,395 14,684 3,231
Interest (expense) and other income, net
422 268 80 (132) (128)
(Loss) income before taxes
(9,369) 26,917 7,315 14,816 3,359
Income tax benefit
(2,015)
Net income
$ (7,354) $ 26,917 $ 7,315 $ 14,816 $ 3,359
Balance sheet data (at period end):
Property and equipment, net
$ 71,950 $ 56,432 $ 33,322 $ 44,708 $ 20,470
Total assets
225,751 108,821 71,583 81,661 50,300
Debt, non-current
2,710 4,209 3,136 475
Total liabilities
119,954 13,895 15,333 13,597 3,827
38

In thousands except units and shares
For the period
September 7,
2018 to
September 30,
2018
For period
January 1,
2018 to
September 6,
2018
For nine
months ended
September 30,
2017
Year ended
December 31,
2017
Year ended
December 31,
2016
(Successor)
(Unaudited)
(Predecessor)
(Unaudited)
(Predecessor)
(Unaudited)
Statements of cash flows data:
Net cash provided by (used in):
Operating activities
$ (4,903) $ 33,283 $ 8,668 $ 13,374 $ 2,106
Investing activities
(207,187) (19,078) (12,440) (23,184) (6,111)
Financing activities
221,177 (973) 6,645 11,015 2,232
Per unit information:
Earnings per share of common stock – Basic and Diluted
$ (7,354) $ $ $ $
Earnings per Series A unit – Basic and Diluted
0.51 0.16 0.30 0.30
Earnings per Series B unit – Basic and Diluted
0.50 0.10 0.29 0.29
Weighted average common shares (Basic and Diluted)
1,000
Weighted average Series A units (Basic and
Diluted)
51,003,049 45,712,411 46,915,805 46,915,805
Weighted average Series B units (Basic and
Diluted)
2,240,000 2,240,000 2,240,000 2,240,000
Reconciliation Non-GAAP Financial Measures
Signor and Signor Parent have included Adjusted gross profit, EBITDA and Adjusted EBITDA, which are measurements not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), in the discussion of its financial results because they are key metrics used by management to assess financial performance. Signor’s and Signor Parent’s business is capital-intensive and these additional metrics allow management to further evaluate its operating performance.
Signor and Signor Parent define Adjusted gross profit, as gross profit plus depreciation and accretion.
Signor and Signor Parent define EBITDA as net income (loss) before income tax expense (benefit), interest expense, depreciation, and amortization.
Adjusted EBITDA reflects further adjustments to EBITDA to exclude certain non-cash items and the effect of what the company considers transactions or events not related to its core business operations.
The following provides a discussion of non-cash items and what management considers transactions or events not related to its core business operations that are excluded to arrive at Adjusted EBITDA:

Other expense:   Other expense includes consulting expenses related to certain one-time projects, financing costs not classified as interest expense, gains and losses on disposals of property, plant, and equipment, and other immaterial non-cash charges.
EBITDA, a financial measure that is not required by, or presented in accordance with GAAP reflects net income excluding the impact of interest expense, provision for income taxes, depreciation and amortization. Management believes that EBITDA is a meaningful indicator of operating performance because management uses it to measure the company’s ability to service debt, fund capital expenditures, and expand the company’s business. Management also uses EBITDA, as do analysts, lenders, investors, and others, to evaluate companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the
39

jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. EBITDA also excludes depreciation and amortization expense, because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.
Management also believes that Adjusted EBITDA, another non-GAAP financial measure, is a meaningful indicator of operating performance. The Company’s Adjusted EBITDA reflects adjustments to exclude the effects of additional items, including non-routine items, that are not reflective of the ongoing operating results of the Predecessor and Successor.
Adjusted gross profit is another non-GAAP financial measure that is used by management to evaluate the operating performance of its business allocate resources as appropriate.
EBITDA, Adjusted EBITDA, and Adjusted gross profit have limitations and should not be considered in isolation or as substitutes for performance measures calculated under GAAP. These non-GAAP measures exclude certain cash expenses that the company are obligated to make. In addition, other companies in the industry may calculate EBITDA, Adjusted gross profit, and in particular Adjusted EBITDA differently than the company does or may not calculate them at all, limiting the usefulness of EBITDA, Adjusted gross profit, and Adjusted EBITDA as comparative measures.
The following table presents a reconciliation of Signor’s and Signor Parent’s consolidated gross profit to Adjusted gross profit:
In thousands except units
For the period
September 7,
2018 to
September 30,
For period
January 1,
2018 to
September 6,
For the nine
months ended
September 30,
Year Ended December 31,
2018
2018
2017
2017
2016
(Successor)
(Unaudited)
Predecessor
(Unaudited)
Predecessor
(Unaudited)
Gross profit
$ 1,324 $ 30,545 $ 9,666 $ 18,217 $ 4,552
Depreciation and accretion
780 4,022 2,004 3,279 1,971
Adjusted gross profit
$ 2,104 $ 34,567 $ 11,670 $ 21,496 $ 6,523
The following table presents a reconciliation of Signor’s and Signor Parent’s consolidated net loss to EBITDA and Adjusted EBITDA:
In thousands except units
For the period
September 7,
2018 to
September 30,
For period
January 1,
2018 to
September 6,
For the nine
months ended
September 30,
Year Ended December 31,
2018
2018
2017
2017
2016
(Successor)
(Unaudited)
Predecessor
(Unaudited)
Predecessor
(Unaudited)
Net Income
$ (7,354) $ 26,917 $ 7,315 $ 14,552 $ 3,103
Interest expense (income), net
422 268 80 132 128
Depreciation and accretion
780 4,022 2,004 3,279 1,971
Amortization of intangible asset
693
EBITDA
(5,459) 31,207 9,399 17,963 5,202
Other expense (income), net
9 (1,478)
Transaction Expenses
9,227
Adjusted EBITDA
$ 3,768 31,207 $ 9,399 $ 17,972 $ 3,724
40

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following selected unaudited pro forma condensed combined financial information (the “selected pro forma data”) gives effect to the acquisition of Signor by Signor Parent, the reverse acquisition of Target Parent and Signor Parent by Platinum Eagle, and the debt financing and extinguishment of existing debt as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The business combination will be accounted for as a reverse merger, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Platinum Eagle will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of the Sellers issuing stock for the net assets of Platinum Eagle, accompanied by a recapitalization. The net assets of Platinum Eagle will be stated at historical cost, with no goodwill or other intangible assets recorded. The selected unaudited pro forma condensed combined balance sheet data as of September 30, 2018 gives effect to the business combination and financing activities described above as if they had occurred on September 30, 2018. The selected unaudited pro forma condensed combined statement of operations data for the nine months ended September 30, 2018 and for the year ended December 31, 2017 give effect to the business combination and financing activities described above as if they had occurred on January 1, 2017.
The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “Pro Forma Financial Statements”) of Platinum Eagle, Target Parent, Signor and Signor Parent (together, the “Entities”) appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the Pro Forma Financial Statements. In addition, the Pro Forma Financial Statements were based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of the entities for the applicable periods included in this proxy statement/prospectus. The selected pro forma data have been presented for informational purposes only and are not necessarily indicative of what the combined financial position or results of operations actually would have been had the business combination been completed as of the dates indicated. In addition, the selected pro forma data do not purport to project the future financial position or operating results of the Entities.
As of September 30, 2018
No
Redemption
Maximum
Redemption
(in thousands)
Selected Unaudited Pro Forma Combined Balance Sheet Data
Total assets
$ 551,191 $ 551,191
Total liabilities
$ 528,588 $ 528,588
Total equity
$ 22,603 $ 22,603
Assuming no redemption
Assuming maximum redemption
For the
Nine Months Ended
September 30,
2018
For the
Year Ended
December 31,
2017
For the
Nine Months Ended
September 30,
2018
For the
Year Ended
December 31,
2017
(in thousands, except share and per share data)
Selected Unaudited Pro Forma Condensed Combined Statement of Operations
Revenue
$ 205,690 $ 172,972 $ 205,690 $ 172,972
Net income (loss) per share – basic and diluted
$ 0.10 $ (0.20) $ 0.10 $ (0.20)
Weighted average shares outstanding – basic and diluted
108,839,949 108,839,949 108,961,571 108,961,571
(1)
This presentation gives effect to Platinum Eagle public shareholders redeeming approximately 10.3 million shares for aggregate redemption payments of  $103.9 million. Aggregate redemption
41

payments of  $103.9 million calculated as $328.9 million in trust account per the pro forma condensed combined balance sheet less $225 million required available cash from the trust account. Public redemption shares of approximately 10.3 million shares calculated as $103.9 million redemption payments divided by estimated per share redemption value of approximately $10.12 ($328.9 million in trust account divided by 32.5 million outstanding Platinum Eagle public shares).
42

COMPARATIVE PER SHARE DATA
The following table sets forth selected historical equity ownership information for Platinum Eagle, Target Parent and Signor Parent and unaudited pro forma condensed consolidated combined per share ownership information of Platinum Eagle, Target Parent and Signor Parent after giving effect to the business combination, assuming two redemption scenarios as follows:

Assuming No Redemptions: This presentation assumes that no Platinum Eagle shareholders exercise redemption rights with respect to their public shares for a pro rata portion of the trust account.

Assuming Maximum Redemption: This presentation gives effect to Platinum Eagle public shareholders redeeming approximately 10.3 million shares for aggregate redemption payments of $103.9 million. Aggregate redemption payments of  $103.9 million calculated as $328.9 million in trust account per the pro forma condensed combined balance sheet less $225 million required available cash from the trust account. Public redemption shares of approximately 10.3 million shares calculated as $103.9 million redemption payments divided by estimated per share redemption value of approximately $10.12 ($328.9 million in trust account divided by 32.5 million outstanding Platinum Eagle public shares).
The book value per share reflects the business combination as if it had occurred on September 30, 2018. The net income (loss) per share information reflects the business combination as if it had occurred at the beginning of the period.
The historical information should be read in conjunction with the sections entitled “Selected Historical Financial Information of Platinum Eagle,” “Selected Historical Financial Information of Target Parent” and “Selected Historical Financial Information of Signor” and the historical consolidated and combined financial statements of Platinum Eagle, Target and Signor and the related notes thereto included in this proxy statement/prospectus. The unaudited pro forma condensed consolidated combined per share data are presented for illustrative purposes only and are not necessarily indicative of actual or future financial position or results of operations that would have been realized if the business combination had been completed as of the date indicated or will be realized upon the completion of the business combination. The historical information contained in the following table for the nine months ended September 30, 2018 should be read in conjunction with Platinum Eagle’s, Target Parent’s and Signor Parent’s unaudited condensed consolidated statement of operations for the nine months ended September 30, 2018 and the related notes included elsewhere herein. The historical information contained in the following table for the year ended December 31, 2017 should be read in conjunction with Platinum Eagle’s, Target Parent’s and Signor’s audited consolidated statement of operations for the year ended December 31, 2017 and the related notes included elsewhere herein.
43

Historical (1)
Combined Pro Forma
Platinum
Eagle (3)
Signor
(Predecessor)(3)
Signor Parent
(Successor)(3)
Assuming No
Redemptions
Assuming
Maximum
Redemptions
As of and for the Nine Months Ended September 30, 2018 (Unaudited)
Book value per share(2)
$ 0.12 $ $ 105.35 $ 0.21 $ 0.21
Weighted average shares of Common
Stock outstanding - basic and diluted
N/A N/A 1,000 108,839,949 108,961,571
Weighted average number of Class A
ordinary shares outstanding — basic
and diluted
32,500,000 51,003,049 N/A N/A N/A
Weighted average number of Class B ordinary shares outstanding – basic and diluted
8,125,000 2,240,000 N/A N/A N/A
Net income per common share – basic and diluted
N/A N/A (7,354) N/A N/A
Net income per ordianary share, Class A – basic and diluted
$ 0.11 $ 0.51 $ N/A $ 0.10 $ 0.10
Net income per ordianary share, Class B – basic and diluted
$ (0.03) $ 0.50 N/A N/A N/A
As of and for the Year Ended December 31, 2017
Book value per share(2)
$ 0.00 $ 1.38 N/A $ N/A(4) $ N/A(4)
Weighted average number of Class A ordinary shares outstanding – basic and diluted
7,500,000 45,712,411 N/A 108,839,949 108,961,571
Weighted average number of Class B ordinary shares outstanding – basic and diluted
N/A 2,240,000 N/A N/A N/A
Net income per ordianary share, Class A – basic and diluted
$ (0.00) $ 0.30 N/A $ ($0.20) $ ($0.20)
Net income per ordianary share, Class B – basic and diluted
N/A $ 0.29 N/A N/A N/A
(1)
No Historical comparative data shown for Algeco US as the entity is a one member LLC and no such data is disclosed in the historical financials. Refer to the historical financial statements included elsewhere in this proxy statement/prospectus.
(2)
Book value per share = Total Shareholders' (Members') Equity (Defecit) excluding Preferred Equity / Total Basic (or Diluted) Outstanding Shares
(3)
Signor is an LLC and as such has units versus shares whereas Platinum Eagle and Signor Parent have shares.
(4)
Pro forma balance sheet for year ended December 31, 2017 not required and as such, no such calculation included in this table.
(5)
As part of the transition from predeccesor to successor there were 1,000 shares issued and outstanding. There were no potentially dilutive securites for the period ended September 30, 2018.
44

TICKER SYMBOL AND DIVIDEND INFORMATION
Platinum Eagle
Ticker Symbol Units, Ordinary Shares and Warrants
Platinum Eagle’s units, ordinary shares and public warrants are currently listed on The Nasdaq Capital Market under the symbols “EAGLU,” “EAGL” and “EAGLW,” respectively.
Holders
As of January 22, 2019, there was one holder of record of our units, one holder of record of our Class A ordinary shares, two holders of record of our Class B ordinary shares and one holder of record of our public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
Platinum Eagle has not paid any cash dividends on its ordinary shares to date and does not intend to pay any cash dividends prior to the completion of the business combination. The payment of cash dividends in the future will be dependent upon Target Hospitality’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of Target Hospitality’s board of directors at such time.
Target
Ticker Symbol of Common Stock
There is no public market for Target’s shares of common stock. See “Target Parent’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”
Signor
Ticker Symbol of Common Stock
There is no public market for Signor’s shares of common stock. See “Signor Parent’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”
45

RISK FACTORS
Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, results of operations or financial condition of Target Hospitality and could adversely affect the trading price of its common stock following the business combination.
Risks Relating to Target Hospitality’s Business
Operational Risks
Target Hospitality’s operations are, and its operations will be, exposed to operational, economic, political and regulatory risks.
Target Hospitality’s operations could be affected by economic, political and regulatory risks. These risks include:

multiple regulatory requirements that are subject to change and that could restrict Target Hospitality’s ability to build and operate its communities and other sites;

inflation, recession, fluctuations in interest rates;

compliance with applicable export control laws and economic sanctions laws and regulations;

trade protection measures, including increased duties and taxes, and import or export licensing requirements;

price controls;

ownership regulations;

compliance with applicable antitrust and other regulatory rules and regulations relating to potential future acquisitions;

different local product preferences and product requirements;

pressures on management time and attention due to the complexities of overseeing diverse operations;

challenges in maintaining, staffing and managing national operations;

different labor regulations;

potentially adverse consequences from changes in or interpretations of tax laws;

political and economic instability;

enforcement of remedies in various jurisdictions;

the risk that the business partners upon whom Target Hospitality depend for technical assistance or management and acquisition expertise will not perform as expected;

the potential impact of collective bargaining or other union activities if Target Hospitality’s employees were to unionize in the future; and

differences in business practices that may result in violation of Target Hospitality policies including but not limited to bribery and collusive practices.
These and other risks could have a material adverse effect on Target Hospitality’s business, results of operations and financial condition.
46

Target Hospitality faces significant competition as a provider of accommodation and hospitality services in the specialty rental sector. If it is unable to compete successfully, Target Hospitality could lose customers and its revenue and profitability could decline.
Although Target Hospitality’s competition varies significantly by market, the accommodation and hospitality services industry, in general, is highly competitive. Target Hospitality competes on the basis of a number of factors, including quality of services, equipment availability, price, reliability, appearance, functionality, and delivery terms. Target Hospitality may experience pricing pressures in its operations in the future as some of its competitors seek to obtain market share by reducing prices. Target Hospitality may also face reduced demand for its products and services if its competitors are able to provide new or innovative products or services that better appeal to its potential customers. In each of Target Hospitality’s current markets, it faces competition from national, regional and local companies who have an established market position in the specific service area. Target Hospitality expects to encounter similar competition in any new markets that it may enter. Some of its competitors may have greater market share, less indebtedness, greater pricing flexibility, more attractive product or service offerings, or superior marketing and financial resources. Increased competition could result in lower profit margins, substantial pricing pressure, and reduced market share. Price competition, together with other forms of competition, may materially adversely affect Target Hospitality’s business, results of operations, and financial condition.
Target Hospitality depends on several significant customers. The loss of one or more such customers or the inability of one or more such customers to meet their obligations could adversely affect Target Hospitality’s results of operations.
Target Hospitality depends on several significant customers. The majority of Target Hospitality’s customers operate in the energy industry. For a more detailed explanation of Target Hospitality’s customers, see “Business of Target Hospitality” section of this proxy statement/prospectus. The loss of any one of Target Hospitality’s largest customers in any of Target Hospitality’s business segments or a sustained decrease in demand by any of such customers could result in a substantial loss of revenues and could have a material adverse effect on Target Hospitality’s results of operations. In addition, the concentration of customers in the industries in which it operates may impact Target Hospitality’s overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions.
As a result of Target Hospitality’s customer concentration, risks of nonpayment and nonperformance by its counterparties are a concern in its business. Target Hospitality is subject to risks of loss resulting from nonpayment or nonperformance by its customers. Many of its customers finance their activities through cash flow from operations, the incurrence of debt, or the issuance of equity. Additionally, many of Target Hospitality’s customers’ equity values have declined and could decline further. The combination of lower cash flow due to commodity prices, a reduction in borrowing bases under reserve-based credit facilities, and the lack of available debt or equity financing may continue to result in a significant reduction in Target Hospitality’s customers’ liquidity and could impair their ability to pay or otherwise perform on their obligations to it. Furthermore, some of Target Hospitality’s customers may be highly leveraged and subject to their own operating and regulatory risks, which increases the risk that they may default on their obligations to Target Hospitality. The inability or failure of Target Hospitality’s significant customers to meet their obligations to it or their insolvency or liquidation may adversely affect Target Hospitality’s financial results.
Target Hospitality’s business depends on the quality and reputation of the company and its communities, and any deterioration in such quality or reputation could adversely impact its market share, business, financial condition, or results of operations.
Many factors can influence Target Hospitality’s reputation and the value of its communities, including quality of services, food quality and safety, availability and management of scarce natural resources, supply chain management, diversity, human rights, and support for local communities. In addition, events that may be beyond Target Hospitality’s control could affect the reputation of one or more of its communities or more generally impact the reputation of the company, including protests directed at government immigration policies, violent incidents at one or more communities or other sites, or criminal activity. Reputational value is also based on perceptions, and broad access to social media makes it easy for anyone
47

to provide public feedback that can influence perceptions of Target Hospitality and its communities, and it may be difficult to control or effectively manage negative publicity, regardless of whether it is accurate. While reputations may take decades to build, negative incidents can quickly erode trust and confidence, particularly if they result in adverse mainstream and social media publicity, governmental investigations or penalties, or litigation. Negative incidents could lead to tangible adverse effects on Target Hospitality’s business, including customer boycotts, loss of customers, loss of development opportunities, or employee retention and recruiting difficulties. A decline in the reputation or perceived quality of Target Hospitality’s communities or corporate image could negatively affect its market share, reputation, business, financial condition, or results of operations.
Target Hospitality derives a substantial portion of its revenue from the operation of the South Texas Family Residential Center for the U.S. government through a subcontract with a government contractor. The loss of, or a significant decrease in revenues from, this customer could seriously harm Target Hospitality’s financial condition and results of operations.
Target currently derives, and Target Hospitality expects to continue to derive, a significant portion of its revenues from its subcontract with a government contractor for the operation of the South Texas Family Residential Center for the U.S. government. These revenues depend on the U.S. government and its contractors receiving sufficient funding and providing it with timely payment under the terms of Target Hospitality’s contract. If the applicable government entity does not receive sufficient appropriations to cover its contractual obligations, it may delay or reduce payment to its contractors and, as a result, Target Hospitality’s government contractor customer may delay or reduce payments to or terminate its contract with Target Hospitality. Any future impasse or struggle impacting the federal government’s ability to reach agreement on the federal budget, debt ceiling or any future federal government shut downs could result in material payment delays, payment reductions or contract terminations. Additionally, Target Hospitality’s current and potential future government contractor customers may request in the future that Target Hospitality reduce its contract rates or forego increases to those rates as a way for those contractors to control costs and help their government customers to control their spending and address their budgetary shortfalls. For additional information regarding our operation of the South Texas Family Residential Center, see “Business of Target Hospitality — Business Operations — Government Services” elsewhere in this proxy statement/prospectus.
The U.S. government and, by extension, Target Hospitality’s U.S. government contractor customer, may also from time to time adopt, implement or modify certain policies or directives that may adversely affect Target Hospitality’s business. For example, while the U.S. government is currently using private immigration detention sites like the South Texas Family Residential Center, federal, state or local governmental partners may in the future choose to undertake a review of their utilization of privately operated facilities, or may cancel or decide not to renew existing contracts with their government contractors, who may, in turn, cancel or decide not to renew their contracts with Target Hospitality. Changes in government policy, the election of a new administration or other changes in the political landscape relating to immigration policies may similarly result in a decline in Target Hospitality’s revenues in its Government Services segment. In addition, lawsuits, to which Target Hospitality is not a party, have challenged the U.S. government’s policy of detaining migrant families, and government policies with respect to family immigration may impact the demand for the South Texas Family Residential Center and any facilities that Target Hospitality may operate in the future. Any court decision or government action that impacts Target Hospitality’s existing contract for the South Texas Family Residential Center or any future contracts for similar facilities could materially affect its cash flows, financial condition, and results of operations.
Target Hospitality’s oil and gas customers are exposed to a number of unique operating risks and challenges which could also adversely affect it.
Target Hospitality could be impacted by disruptions to its customers’ operations caused by, among other things, any one of or all of the following singularly or in combination:

U.S. and international pricing and demand for the natural resources being produced at a given project (or proposed project);
48


unexpected problems, higher costs and delays during the development, construction, and project start-up which may delay the commencement of production;

unforeseen and adverse geological, geotechnical, and seismic conditions;

lack of availability of sufficient water or power to maintain their operations;

lack of availability or failure of the required infrastructure necessary to maintain or to expand their operations;

the breakdown or shortage of equipment and labor necessary to maintain their operations;

risks associated with the natural resource industry being subject to various regulatory approvals. Such risks may include a government agency failing to grant an approval or failing to renew an existing approval, or the approval or renewal not being provided by the government agency in a timely manner or the government agency granting or renewing an approval subject to materially onerous conditions. For example, the Keystone XL project requires various permits from state and federal authorities that have been delayed as a result of various legal and regulatory challenges. See “Business of Target Hospitality — Business Operations — Other — Future Pipeline Services Plans.”;

risks to land titles and use thereof as a result of native title claims;

interruptions to the operations of Target Hospitality’s customers caused by industrial accidents or disputes; and

delays in or failure to commission new infrastructure in timeframes so as not to disrupt customer operations;
in each case, any of which could have a material adverse effect on Target Hospitality’s business, results of operation and financial condition.
Target Hospitality may be adversely affected if customers reduce their accommodations and hospitality services outsourcing.
Target Hospitality’s business and growth strategies depend in large part on customers outsourcing some or all of the services that it provides. Target Hospitality cannot be certain that these customer preferences for outsourcing will continue or that customers that have outsourced accommodations will not decide to perform these functions themselves or only outsource accommodations during the development or construction phases of their projects. In addition, labor unions representing customer employees and contractors may oppose outsourcing accommodations to the extent that the unions believe that third-party accommodations negatively impact union membership and recruiting. The reversal or reduction in customer outsourcing of accommodations could negatively impact Target Hospitality’s financial results and growth prospects.
Target Hospitality’s failure to retain its current customers, renew its existing customer contracts, and obtain new customer contracts, or the termination of existing contracts, could adversely affect its business.
Target Hospitality’s success depends on Target Hospitality’s ability to retain its current customers, renew or replace its existing customer contracts, and obtain new business. Target Hospitality’s ability to do so generally depends on a variety of factors, including overall customer expenditure levels and the quality, price and responsiveness of its services, as well as its ability to market these services effectively and differentiate itself from its competitors. Target Hospitality cannot assure you that it will be able to obtain new business, renew existing customer contracts at the same or higher levels of pricing, or at all, or that Target Hospitality’s current customers will not turn to competitors, cease operations, elect to self-operate, or terminate contracts with it. In the context of a potential depressed commodity price environment, Target Hospitality’s customers may not renew contracts on terms favorable to it or, in some cases, at all, and Target Hospitality may have difficulty obtaining new business. Additionally, several contracts have clauses that allow termination upon the payment of a termination fee. As a result, Target Hospitality’s customers may choose to terminate their contracts. The likelihood that a customer may seek to terminate a contract is increased during periods of market weakness. Further, certain of Target Hospitality’s customers may not
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reach positive final investment decisions on projects with respect to which Target Hospitality has been awarded contracts to provide related accommodation, which may cause those customers to terminate the contracts. Customer contract cancellations, the failure to renew a significant number of Target Hospitality’s existing contracts, or the failure to obtain new business would have a material adverse effect on Target Hospitality’s business, results of operations and financial condition.
Target Hospitality’s operations could be subject to natural disasters and other business disruptions, which could materially adversely affect its future revenue and financial condition and increase its costs and expenses.
Target Hospitality’s operations could be subject to natural disasters and other business disruptions such as fires, floods, hurricanes, earthquakes, and terrorism, which could adversely affect its future revenue and financial condition and increase its costs and expenses. For example, extreme weather, particularly periods of high rainfall, tornadoes, or extreme cold, in any of the areas in which Target Hospitality operates may cause delays in its community construction activities or result in the cessation of customer operations at one or more communities for an extended period of time. See “Risk Factors — Risks Relating Target Hospitality’s Business — Target Hospitality is exposed to various possible claims relating to Target Hospitality’s business and Target Hospitality’s insurance may not fully protect it” and “Target Parent’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting Results of Operations — Natural Disasters or Other Significant Disruption.” In addition, the occurrence and threat of terrorist attacks may directly or indirectly affect economic conditions, which could in turn adversely affect demand for Target Hospitality’s communities and services. In the event of a major natural or man-made disaster, Target Hospitality could experience loss of life of its employees, destruction of its communities or other sites, or business interruptions, any of which may materially adversely affect Target Hospitality’s business. If any of Target Hospitality’s communities were to experience a catastrophic loss, it could disrupt Target Hospitality’s operations, delay services, staffing, and revenue recognition, and result in expenses to repair or replace the damaged facility not covered by asset, liability, business continuity, or other insurance contracts. Also, Target Hospitality could face significant increases in premiums or losses of coverage due to the loss experienced during and associated with these and potential future natural or man-made disasters that may materially adversely affect Target Hospitality’s business. In addition, attacks or armed conflicts that directly impact one or more of Target Hospitality’s properties or facilities could significantly affect Target Hospitality’s ability to operate those properties or communities and thereby impair Target Hospitality’s results of operations.
More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the global economy and worldwide financial markets. Any of these occurrences could have a material adverse effect on Target Hospitality’s business, results of operations and financial condition.
Construction risks exist which may adversely affect Target Hospitality’s results of operations.
There are a number of general risks that might impinge on companies involved in the development, construction and installation of facilities as a prerequisite to the management of those assets in an operational sense. Target Hospitality is exposed to the following risks in connection with its construction activities:

the construction activities of Target Hospitality’s accommodations are partially dependent on the supply of appropriate construction and development opportunities;

development approvals, slow decision making by counterparties, complex construction specifications, changes to design briefs, legal issues, and other documentation changes may give rise to delays in completion, loss of revenue, and cost over-runs which may, in turn, result in termination of accommodation supply contracts;

other time delays that may arise in relation to construction and development include supply of labor, scarcity of construction materials, lower than expected productivity levels, inclement weather conditions, land contamination, cultural heritage claims, difficult site access, or industrial relations issues;
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objections to Target Hospitality’s activities or those of Target Hospitality’s customers aired by aboriginal or community interests, environment and/or neighborhood groups which may cause delays in the granting or approvals and/or the overall progress of a project;

where Target Hospitality assumes design responsibility, there is a risk that design problems or defects may result in rectification and/or costs or liabilities which Target Hospitality cannot readily recover; and

there is a risk that Target Hospitality may fail to fulfill Target Hospitality’s statutory and contractual obligations in relation to the quality of Target Hospitality’s materials and workmanship, including warranties and defect liability obligations.
Due to the nature of the natural resources industry, Target Hospitality’s business may be adversely affected by periods of low oil, or natural gas prices or unsuccessful exploration results may decrease customers’ spending and therefore Target Hospitality’s results.
Commodity prices have been and are expected to remain volatile. This volatility causes oil and gas companies to change their strategies and expenditure levels. Prices of oil and natural gas can be influenced by many factors, including reduced demand due to lower global economic growth, surplus inventory, improved technology such as the hydraulic fracturing of horizontally drilled wells in shale discoveries, access to potential productive regions, and availability of required infrastructure to deliver production to the marketplace. For example, in late 2014 through early 2016, there was a significant drop in the price of oil as a result of reduced demand in global markets and oversupply. As a result, the Company’s oil and gas customers reduced expenditures, reduced rig counts, and cut costs which in turn, resulted in lower occupancy in the Company’s facilities in the Bakken basin.
The carrying value of Target Hospitality’s communities could be reduced by extended periods of limited or no activity by its customers, which would require us to record impairment charges equal to the excess of the carrying value of the communities over fair value. There were no impairment losses recorded for the year ended December 31, 2017. Target Hospitality may incur asset impairment charges in the future, which charges will affect negatively Target Hospitality’s results of operations and financial condition.
Demand for Target Hospitality’s products and services is sensitive to changes in demand within a number of key industry end-markets and geographic regions.
Target Hospitality’s financial performance is dependent on the level of demand for Target Hospitality’s facilities and services, which is sensitive to the level of demand within various sectors, in particular, the energy and natural resources and government end-markets. Each of these sectors is influenced not only by the state of the general global economy but by a number of more specific factors as well. For example, demand for workforce accommodations within the energy and resources sector may be materially adversely affected by a decline in global energy prices. Demand for Target Hospitality’s facilities and services may also vary among different localities or regions. The levels of activity in these sectors and geographic regions may also be cyclical, and Target Hospitality may not be able to predict the timing, extent or duration of the activity cycles in the markets in which Target Hospitality or its key customers operate. A decline or slowed growth in any of these sectors or geographic regions could result in reduced demand for its products and services, which may materially adversely affect Target Hospitality’s business, results of operations, and financial condition.
Decreased customer expenditure levels could adversely affect Target Hospitality’s results of operations.
Demand for Target Hospitality’s services is sensitive to the level of exploration, development and production activity of, and the corresponding capital spending by, oil and gas companies. The oil and gas industries’ willingness to explore, develop, and produce depends largely upon the availability of attractive resource prospects and the prevailing view of future commodity prices. Prices for oil and gas are subject to large fluctuations in response to changes in the supply of and demand for these commodities, market uncertainty, and a variety of other factors that are beyond Target Hospitality’s control. Accordingly, a sudden or long-term decline in commodity pricing would have a material adverse effect on Target Hospitality’s business, results of operations and financial condition.
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Additionally, the potential imposition of new regulatory requirements, including climate change legislation, could have an impact on the demand for and the cost of producing oil and natural gas in the regions where Target Hospitality operates. Many factors affect the supply of and demand for oil, natural gas and other resources and, therefore, influence product prices, including:

the level of activity in U.S. shale development;

the availability of economically attractive oil and natural gas field prospects, which may be affected by governmental actions or environmental activists which may restrict development;

the availability of transportation infrastructure for oil and natural gas, refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;

global weather conditions and natural disasters;

worldwide economic activity including growth in developing countries, such as China and India;

national government political requirements, including the ability of the Organization of Petroleum Exporting Companies (“OPEC”) to set and maintain production levels and prices for oil and government policies which could nationalize or expropriate oil and natural gas exploration, production, refining or transportation assets;

the level of oil and gas production by non-OPEC countries;

rapid technological change and the timing and extent of energy resource development, including liquid natural gas or other alternative fuels;

environmental regulation; and

U.S. and foreign tax policies.
Target Hospitality’s business is contract intensive and may lead to customer disputes or delays in receipt of payments.
Target Hospitality’s business is contract intensive and Target Hospitality is party to many contracts with customers. Target Hospitality periodically reviews its compliance with contract terms and provisions. If customers were to dispute Target Hospitality’s contract determinations, the resolution of such disputes in a manner adverse to Target Hospitality’s interests could negatively affect sales and operating results. In the past, Target Hospitality’s customers have withheld payment due to contract or other disputes, which has delayed Target Hospitality’s receipt of payments. While Target Hospitality does not believe any reviews, audits, delayed payments, or other such matters should result in material adjustments, if a large number of Target Hospitality’s customer arrangements were modified or payments withheld in response to any such matter, the effect could be materially adverse to Target Hospitality’s business or results of operations.
Certain of Target Hospitality’s major communities are located on land subject to leases. If Target Hospitality is unable to renew a lease, Target Hospitality could be materially and adversely affected.
Certain of Target Hospitality’s major communities are located on land subject to leases. Accordingly, while Target Hospitality owns the accommodations assets, Target Hospitality only owns a leasehold interest in those properties. If Target Hospitality is found to be in breach of a lease, Target Hospitality could lose the right to use the property. In addition, unless Target Hospitality can extend the terms of these leases before their expiration, as to which no assurance can be given, Target Hospitality will lose Target Hospitality’s right to operate Target Hospitality’s facilities located on these properties upon expiration of the leases. In that event, Target Hospitality would be required to remove Target Hospitality’s accommodations assets and remediate the site. Generally, Target Hospitality’s leases have an average term of three years and generally contain unilateral renewal provisions for up to seven additional years. Target Hospitality can provide no assurances that it will be able to renew its leases upon expiration on similar terms, or at all. If Target Hospitality is unable to renew leases on similar terms, it may have a material adverse effect on Target Hospitality’s business.
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Third parties may fail to provide necessary services and materials for Target Hospitality’s communities and other sites.
Target Hospitality is often dependent on third parties to supply services and materials for its communities and other sites. Target Hospitality typically does not enter into long-term contracts with third-party suppliers. Target Hospitality may experience supply problems as a result of financial or operating difficulties or the failure or consolidation of Target Hospitality’s suppliers. Target Hospitality may also experience supply problems as a result of shortages and discontinuations resulting from product obsolescence or other shortages or allocations by suppliers. Unfavorable economic conditions may also adversely affect Target Hospitality’s suppliers or the terms on which Target Hospitality purchases products. In the future, Target Hospitality may not be able to negotiate arrangements with third parties to secure products and services that Target Hospitality requires in sufficient quantities or on reasonable terms. If Target Hospitality cannot negotiate arrangements with third parties to produce its products or if the third parties fail to produce Target Hospitality’s products to its specifications or in a timely manner, Target Hospitality’s business, results of operations, and financial condition may be materially adversely affected.
It may become difficult for Target Hospitality to find and retain qualified employees, and failure to do so could impede Target Hospitality’s ability to execute its business plan and growth strategy.
One of the most important factors in Target Hospitality’s ability to provide reliable and quality services and profitably execute its business plan is its ability to attract, develop, and retain qualified personnel. The competition for qualified personnel in the industries in which Target Hospitality operates is intense and there can be no assurance that Target Hospitality will be able to continue to attract and retain all personnel necessary for the development and operation of its business. In periods of higher activity, it may become more difficult to find and retain qualified employees which could limit growth, increase operating costs, or have other material adverse effects on the Target Hospitality’s operations.
Many of Target Hospitality’s key executives, managers, and employees have knowledge and an understanding of Target Hospitality’s business and its industry that cannot be readily duplicated and they are the key individuals that interface with customers. In addition, the ability to attract and retain qualified personnel is dependent on the availability of qualified personnel, the impact on the labor supply due to general economic conditions, and the ability to provide a competitive compensation package.
In addition, labor shortages, the inability to hire or retain qualified employees nationally, regionally, or locally or increased labor costs could have a material adverse effect on Target Hospitality’s ability to control expenses and efficiently conduct operations. Target Hospitality may not be able to continue to hire and retain the sufficiently skilled labor force necessary to operate efficiently and to support its operating strategies. Labor expenses could also increase as a result of continuing shortages in the supply of personnel. Failure to retain key personnel or hire qualified employees may materially adversely affect Target Hospitality’s business, results of operations, and financial condition.
Significant increases in raw material and labor costs could increase Target Hospitality’s operating costs significantly and harm its profitability.
Target Hospitality incurs labor costs and purchases raw materials, including steel, lumber, siding and roofing, fuel and other products to construct and perform periodic repairs, modifications and refurbishments to maintain physical conditions of Target Hospitality’s facilities as well as the construction of Target Hospitality’s communities and other sites. The volume, timing, and mix of such work may vary quarter-to-quarter and year-to-year. Generally, increases in labor and raw material costs will increase the acquisition costs of new facilities and also increase the construction, repair, and maintenance costs of Target Hospitality’s facilities. During periods of rising prices for labor or raw materials, and in particular, when the prices increase rapidly or to levels significantly higher than normal, Target Hospitality may incur significant increases in Target Hospitality’s costs for new facilities and incur higher operating costs that Target Hospitality may not be able to recoup from customers through changes in pricing, which could have a material adverse effect on Target Hospitality’s business, results of operations and financial condition.
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The estimates and assumptions on which Signor’s and Target’s financial projections for the Target Hospitality business are based may prove to be inaccurate, which may cause Target Hospitality’s future actual results to differ materially from such projections, which may adversely affect Target Hospitality’s future profitability, cash flows and stock price.
In connection with the transactions contemplated by this proxy statement/prospectus, Target and Signor prepared, and the Board of Directors of Platinum Eagle considered, financial forecasts for the Target Hospitality business prepared by company management. These projections are dependent on certain estimates and assumptions related to, among other things, growth and development of the business, market share, service pricing, volume and service mix, commodity prices, distribution, cost savings, accruals for estimated liabilities and Target Hospitality’s ability to generate sufficient cash to reinvest in its existing business, fund internal growth, make acquisitions and meet debt obligations. While the financial projections are based on historical experience and on various other assumptions that Target and Signor management believe to be reasonable under the circumstances and at the time they are made, Target Hospitality’s actual results may differ materially from these financial projections. The financial projections speak only as of the date prepared and have not been, and will not be, updated. The financial projections are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all or within projected timeframes. Any material variation between Target’s and Signor’s financial projections and Target Hospitality’s actual results may adversely affect the future profitability, cash flows and stock price of Target Hospitality.
If Target Hospitality determines that its goodwill and intangible assets have become impaired, it may incur impairment charges, which would negatively impact its operating results.
Target Hospitality has goodwill, which represents the excess of the total purchase price of Target Hospitality’s acquisitions over the fair value of the assets acquired, and other intangible assets. As of September 30, 2018, on a pro forma basis, Target Hospitality had approximately $36 million and $131 million of goodwill and other intangible assets, net, respectively, in Target Hospitality’s statement of financial position, which would represent approximately 2.3% and 3.4% of total assets, respectively. Target Hospitality is required to review goodwill and intangible assets at least annually for impairment. In the event impairment is identified, a charge to earnings would be recorded. Impairment may result from significant changes in the manner of use of the acquired asset, negative industry or economic trends and significant underperformance relative to historic or projected operating results.
Any impairment charges following the Business Combination could adversely affect Target Hospitality’s business, results of operations, and financial condition.
Target Hospitality may be unable to recognize deferred tax assets and, as a result, lose future tax savings, which could have a negative impact on Target Hospitality’s liquidity and financial position.
Target Hospitality recognizes deferred tax assets primarily related to deductible temporary differences based on its assessment that the item will be utilized against future taxable income and the benefit will be sustained upon ultimate settlement with the applicable taxing authority. Such deductible temporary differences primarily relate to tax loss carryforwards and deferred interest expense deductions. Tax loss carryforwards arising in a given tax jurisdiction may be carried forward to offset taxable income in future years from such tax jurisdiction and reduce or eliminate income taxes otherwise payable on such taxable income, subject to certain limitations. Target Hospitality may have to write down, via a valuation allowance, the carrying amount of certain of the deferred tax assets to the extent Target Hospitality determines it is not probable such deferred tax assets will continue to be recognized.
In the event that Target Hospitality does not have sufficient taxable income in future years to use the tax benefits before they expire, the benefit may be permanently lost. In addition, the taxing authorities could challenge Target Hospitality’s calculation of the amount of its tax attributes, which could reduce certain of its recognized tax benefits. In addition, tax laws in certain jurisdictions may limit the ability to use carryforwards upon a change in control.
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Increased operating costs and obstacles to cost recovery due to the pricing and cancellation terms of Target Hospitality’s specialty rental and hospitality services contracts may constrain its ability to make a profit.
Target Hospitality’s profitability can be adversely affected to the extent it is faced with cost increases for food, wages and other labor related expenses, insurance, fuel and utilities, especially to the extent Target Hospitality is unable to recover such increased costs through increases in the prices for its services, due to one or more of general economic conditions, competitive conditions, or contractual provisions in Target Hospitality’s customer contracts. Substantial increases in the cost of fuel and utilities have historically resulted in cost increases in Target Hospitality’s communities. From time to time Target Hospitality has experienced increases in its food costs. While Target Hospitality believes a portion of these increases were attributable to fuel prices, Target Hospitality believes the increases also resulted from rising global food demand. In addition, food prices can fluctuate as a result of foreign exchange rates and temporary changes in supply, including as a result of incidences of severe weather such as droughts, heavy rains, and late freezes. Target Hospitality may be unable to fully recover costs, and such increases would negatively impact its profitability on contracts that do not contain such inflation protections.
Target Hospitality may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls.
The ability of Target Hospitality to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train, and manage its employee base. The inability of Target Hospitality to deal with this growth may have a material adverse effect on its business, financial condition, results of operations, and cash flows.
Target Hospitality’s future operating results may fluctuate, fail to match past performance, or fail to meet expectations.
Target Hospitality’s operating results may fluctuate, fail to match past performance, or fail to meet the expectations of analysts and investors. Target Hospitality’s financial results may fluctuate as a result of a number of factors, some of which are beyond Target Hospitality’s control, including but not limited to:

general economic conditions in the geographies and industries where Target Hospitality owns or operates communities;

legislative policies where Target Hospitality provides its services;

the budgetary constraints of Target Hospitality’s customers;

the success of Target Hospitality’s strategic growth initiatives;

the costs associated with the launching or integrating new or acquired businesses;

the cost, type, and timing of customer orders;

the nature and duration of the needs of Target Hospitality’s customers;

the raw material or labor costs of servicing Target Hospitality’s facilities;

the timing of new product or service introductions by Target Hospitality, Target Hospitality’s suppliers, and Target Hospitality’s competitors;

changes in end-user demand requirements;

the mix, by state and region, of Target Hospitality’s revenue, personnel, and assets;

movements in interest rates, or tax rates;

changes in, and application of, accounting rules;

changes in the regulations applicable to Target Hospitality;

litigation matters;

the success of large scale capital intensive projects;
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liquidity, including the impact of Target Hospitality’s debt service costs; and

attrition and retention risk.
As a result of these factors, Target Hospitality’s historical financial results are not necessarily indicative of Target Hospitality’s future results.
Target Hospitality is exposed to various possible claims relating to its business, and Target Hospitality’s insurance may not fully protect it.
Target Hospitality is exposed to various possible claims relating to its business. These possible claims include those relating to: (i) personal injury or death caused by accidents or other events at a facility owned and/or operated by it; (ii) motor vehicle accidents involving Target Hospitality’s vehicles and Target Hospitality’s employees; (iii) employment-related claims; (iv) property damage; and (v) commercial claims. Target Hospitality’s insurance policies have deductibles or self-insured retentions which would require it to expand amounts prior to taking advantage of coverage limits. Target Hospitality believes that it has adequate insurance coverage for the protection of Target Hospitality’s assets and operations. However, Target Hospitality’s insurance may not fully protect it for certain types of claims such as dishonest, fraudulent, criminal or malicious acts; terrorism, war, hostile or warlike action during a time of peace; automobile physical damage; natural disasters; and cyber-crime.
Target Hospitality may not have adequate insurance for potential liabilities and insurance may not cover certain liabilities, including litigation.
Target Hospitality’s operations are subject to many hazards. In the ordinary course of business, Target Hospitality may become the subject of various claims, lawsuits, and administrative proceedings seeking damages or other remedies concerning Target Hospitality’s commercial operations, products, employees, and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of Target Hospitality’s products or operations. Some of these claims relate to the activities of businesses that Target Hospitality has acquired, even though these activities may have occurred prior to Target Hospitality’s acquisition of such businesses. Target Hospitality maintains insurance to cover many of Target Hospitality’s potential losses, and Target Hospitality is subject to various self-retentions and deductibles under Target Hospitality’s insurance policies. It is possible, however, that a judgment could be rendered against Target Hospitality in cases in which Target Hospitality could be uninsured and beyond the amounts that it currently has reserved or anticipate incurring for such matters. Even a partially uninsured or underinsured claim, if successful and of significant size, could have a material adverse effect on Target Hospitality’s results of operations or consolidated financial position. The specifications and insured limits under those policies, however, may be insufficient for such claims. Target Hospitality also faces the following other risks related to Target Hospitality’s insurance coverage:

Target Hospitality may not be able to continue to obtain insurance on commercially reasonable terms;

the counterparties to Target Hospitality’s insurance contracts may pose credit risks; and

Target Hospitality may incur losses from interruption of its business that exceed its insurance coverage.
each of which, individually or in the aggregate, could materially and adversely impact Target Hospitality’s business.
Failure to maintain positive relationships with the indigenous people in the areas where Target Hospitality operates could adversely affect its business.
A component of Target Hospitality’s business strategy is based on developing and maintaining positive relationships with the indigenous people and communities in the areas where it operates. These relationships are important to Target Hospitality’s operations and customers who desire to work on traditional Native American lands. The inability to develop and maintain relationships and to be in compliance with local requirements could have a material adverse effect on Target Hospitality’s business, results of operations, or financial condition.
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Social, Political, and Regulatory Risks
A failure to maintain food safety or comply with government regulations related to food and beverages may subject Target Hospitality to liability.
Claims of illness or injury relating to food quality or food handling are common in the food service industry, and a number of these claims may exist at any given time. Because food safety issues could be experienced at the source or by food suppliers or distributors, food safety could, in part, be out of Target Hospitality’s control. Regardless of the source or cause, any report of food-borne illness or other food safety issues such as food tampering or contamination at one of Target Hospitality’s locations could adversely impact Target Hospitality’s reputation, hindering its ability to renew contracts on favorable terms or to obtain new business, and have a negative impact on Target Hospitality’s sales. Future food product recalls and health concerns associated with food contamination may also increase Target Hospitality’s raw materials costs and, from time to time, disrupt its business.
A variety of regulations at various governmental levels relating to the handling, preparation, and serving of food (including, in some cases, requirements relating to the temperature of food), and the cleanliness of food production facilities and the hygiene of food-handling personnel are enforced primarily at the local public health department level. Target Hospitality cannot assure you that it is in full compliance with all applicable laws and regulations at all times or that it will be able to comply with any future laws and regulations. Furthermore, legislation and regulatory attention to food safety is very high. Additional or amended regulations in this area may significantly increase the cost of compliance or expose Target Hospitality to liabilities. If Target Hospitality is unable to maintain food safety or comply with government regulations related to food and beverages, the effect could be materially adverse to its business or results of operations.
Unanticipated changes in Target Hospitality’s tax obligations, the adoption of a new tax legislation, or exposure to additional income tax liabilities could affect profitability.
Target Hospitality is subject to income taxes in the United States. Target Hospitality’s tax liabilities are affected by the amounts charged for inventory, services, funding, and other intercompany transactions. Tax authorities may disagree with Target Hospitality’s intercompany charges, cross-jurisdictional transfer pricing or other tax positions and assess additional taxes. Target Hospitality regularly assesses the likely outcomes of examinations in order to determine the appropriateness of its tax provision. However, there can be no assurance that Target Hospitality will accurately predict the outcomes of potential examinations, and the amounts ultimately paid upon resolution of examinations could be materially different from the amounts previously included in Target Hospitality’s income tax provision and, therefore, could have a material impact on its results of operations and cash flows. In addition, Target Hospitality’s future effective tax rate could be adversely affected by changes to its operating structure, changes in the mix of earnings in countries and/or states with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, and the discovery of new information in the course of Target Hospitality’s tax return preparation process.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Act”). The Act makes broad and complex changes to the U.S. tax code, including, but not limited to: (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a tax on global intangible low-taxed income (“GILTI”) which is a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax (“BEAT”), a new minimum tax; (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. Target Hospitality continues to examine the impact this tax reform legislation may have on it at the federal and state level. Target Hospitality will continue to refine its calculations as additional analysis is completed. Target Hospitality expects to finalize its assessment during the one-year measurement period as prescribed by the
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Staff Accounting Bulletin 118. Changes in tax laws or regulations may increase tax uncertainty and adversely affect Target Hospitality’s results of operations and effective tax rate.
Target Hospitality’s ability to use its net operating loss carryforwards and other tax attributes may be limited.
As of December 31, 2017, on a pro forma basis, Target Hospitality together with its predecessor parent Algeco US Holding, LLC had U.S. net operating loss (“NOL”) carryforwards of approximately $21,878,000 for U.S. federal and state income tax purposes, available to offset future taxable income, prior to consideration of annual limitations that may be imposed under Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”). The NOL carryforwards begin to expire in 2022 if not utilized.
Target Hospitality’s NOL could expire unused and be unavailable to offset future income tax liabilities. Under Section 382 and corresponding provisions of U.S. state law, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOLs and other applicable pre-change tax attributes, such as research and development tax credits, to offset its post-change income may be limited. Target Hospitality has not completed a Section 382 analysis and therefore cannot forecast or otherwise determine Target Hospitality’s ability to derive any benefit from Target Hospitality’s various federal or state tax attribute carryforwards at this time. As a result, if Target Hospitality earns net taxable income, Target Hospitality’s ability to use Target Hospitality’s pre-change NOL carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.
Lastly, Target Hospitality may experience ownership changes in the future as a result of subsequent shifts in its share ownership, including this offering, some of which may be outside of Target Hospitality’s control. If Target Hospitality determines that an ownership change has occurred and Target Hospitality’s ability to use Target Hospitality’s historical NOL is materially limited, it may result in increased future tax obligations.
Target Hospitality is subject to various laws and regulations including those governing government contracts, corruption, and the environment. Obligations and liabilities under these laws and regulations may materially harm Target Hospitality’s business.
United States Government Contract Laws and Regulations
Target Hospitality’s customers include U.S. government contractors, which means that Target Hospitality may, indirectly, be subject to various statutes and regulations applicable to doing business with the U.S. government. These types of contracts customarily contain provisions that give the U.S. government substantial rights and remedies, many of which are not typically found in commercial contracts and which are unfavorable to contractors, including provisions that allow the government to unilaterally terminate or modify Target Hospitality’s customers’ federal government contracts, in whole or in part, at the government’s convenience. Under general principles of U.S. government contracting law, if the government terminates a contract for convenience, the terminated party may generally recover only its incurred or committed costs and settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source. In addition, Target Hospitality’s or its customers’ failure to comply with these laws and regulations might result in administrative penalties or the suspension of its customers’ government contracts or debarment and, as a result, the loss of the related revenue which would harm Target Hospitality’s business, results of operations and financial condition. Target Hospitality is not aware of any action contemplated by any regulatory authority related to any possible non-compliance by or in connection with Target Hospitality’s operations.
Target Hospitality’s operations are subject to an array of governmental regulations in each of the jurisdictions in which Target Hospitality operates. Target Hospitality’s activities are subject to regulation by several federal and state government agencies, including the Occupational Safety and Health Administration (“OSHA”) and by federal and state laws. Target Hospitality’s operations and activities in other jurisdictions
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are subject to similar governmental regulations. Similar to conventionally constructed buildings, the workforce housing industry is also subject to regulations by multiple governmental agencies in each jurisdiction relating to, among others, environmental, zoning and building standards, and health, safety and transportation matters. Noncompliance with applicable regulations, implementation of new regulations or modifications to existing regulations may increase costs of compliance, require a termination of certain activities or otherwise have a material adverse effect on Target Hospitality’s business, results of operations, and financial condition.
In addition, U.S. government contracts and grants normally contain additional requirements that may increase Target Hospitality’s costs of doing business, reduce Target Hospitality’s profits, and expose it to liability for failure to comply with these terms and conditions. These requirements include, for example:

specialized disclosure and accounting requirements unique to U.S. government contracts;

financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government;

public disclosures of certain contract and Target Hospitality information; and

mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.
If Target Hospitality fails to maintain compliance with these requirements, its contracts may be subject to termination, and Target Hospitality may be subject to financial and/or other liability under its contracts or under the Federal Civil False Claims Act (the “False Claims Act”). The False Claims Act’s “whistleblower” provisions allow private individuals, including present and former employees, to sue on behalf of the U.S. government. The False Claims Act statute provides for treble damages and other penalties and, if Target Hospitality’s operations are found to be in violation of the False Claims Act, Target Hospitality could face other adverse action, including suspension or prohibition from doing business with the United States government. Any penalties, fines, suspension or damages could adversely affect Target Hospitality’s financial results as well as its ability to operate its business.
Anti-Corruption Laws and Regulations
Target Hospitality is subject to various anti-corruption laws that prohibit improper payments or offers of payments to foreign governments and their officials by a U.S. person for the purpose of obtaining or retaining business. Target Hospitality’s activities create the risk of unauthorized payments or offers of payments by one of Target Hospitality’s employees or agents that could be in violation of various laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”). Target Hospitality has implemented safeguards and policies to discourage these practices by its employees and agents. However, existing safeguards and any future improvements may prove to be ineffective and employees or agents may engage in conduct for which Target Hospitality might be held responsible.
If employees violate Target Hospitality’s policies or Target Hospitality fails to maintain adequate record-keeping and internal accounting practices to accurately record its transactions, Target Hospitality may be subject to regulatory sanctions. Violations of the FCPA or other anti-corruption laws may result in severe criminal or civil sanctions and penalties, including suspension or debarment from U.S. government contracting, and Target Hospitality may be subject to other liabilities which could have a material adverse effect on its business, results of operations and financial condition. Target Hospitality is also subject to similar anti-corruption laws in other jurisdictions.
Environmental Laws and Regulations
Target Hospitality is subject to a variety of national, state, regional and local environmental laws and regulations. Among other things, these laws and regulations impose limitations and prohibitions on the discharge and emission of, and establish standards for the use, disposal and management of, regulated materials and waste, and impose liabilities for the costs of investigating and cleaning up, and damages resulting from, present and past spills, disposals or other releases of hazardous substances or materials. In
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the ordinary course of business, Target Hospitality uses and generates substances that are regulated or may be hazardous under environmental laws. Target Hospitality has an inherent risk of liability under environmental laws and regulations, both with respect to ongoing operations and with respect to contamination that may have occurred in the past on Target Hospitality’s properties or as a result of its operations. From time to time, Target Hospitality’s operations or conditions on properties that Target Hospitality has acquired have resulted in liabilities under these environmental laws. Target Hospitality may in the future incur material costs to comply with environmental laws or sustain material liabilities from claims concerning noncompliance or contamination. Target Hospitality has no reserves for any such liabilities.
Target Hospitality cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted, or what environmental conditions may be found to exist at Target Hospitality’s facilities or at third party sites for which Target Hospitality may be liable. Enactment of stricter laws or regulations, stricter interpretations of existing laws and regulations or the requirement to undertake the investigation or remediation of currently unknown environmental contamination at sites Target Hospitality own or third party sites may require us to make additional expenditures, some of which could be material.
Target Hospitality may be subject to environmental laws and regulations that may require it to take actions that will adversely affect its results of operations.
All of Target Hospitality’s and its customers’ operations may be affected by federal, state and local laws and regulations governing the discharge of substances into the environment or otherwise relating to environmental protection. Environmental laws and regulations are subject to change in the future, possibly resulting in more stringent requirements. Target Hospitality’s or any of its customers’ failure to comply with applicable environment laws and regulations may result in any of the following:

issuance of administrative, civil and criminal penalties;

denial or revocation of permits or other authorizations;

reduction or cessation of operations; and

performance of site investigatory, remedial or other corrective actions.
While it is not possible at this time to predict how environmental legislation may change or how new regulations that may be adopted would impact Target Hospitality’s business, any such future laws and regulations could result in increased compliance costs or additional operating restrictions for Target Hospitality or its oil and gas and natural resource company customers and could have a material adverse effect on Target Hospitality’s business or demand for its services. See “Business of Target Hospitality — Regulatory and Environmental Compliance” in this proxy statement/prospectus for a more detailed description of Target Hospitality’s risks associated with environmental laws and regulations.
Target Hospitality may be subject to litigation, judgments, orders or regulatory proceedings that could materially harm Target Hospitality’s business.
Target Hospitality is subject to claims arising from disputes with customers, employees, vendors and other third parties in the normal course of business. The risks associated with any such disputes may be difficult to assess or quantify and their existence and magnitude may remain unknown for substantial periods of time. If the plaintiffs in any suits against Target Hospitality were to successfully prosecute their claims, or if Target Hospitality were to settle such suits by making significant payments to the plaintiffs, Target Hospitality’s business, results of operations and financial condition would be harmed. Even if the outcome of a claim proves favorable to Target Hospitality, litigation can be time consuming and costly and may divert management resources. To the extent that Target Hospitality’s senior executives are named in such lawsuits, Target Hospitality’s indemnification obligations could magnify the costs.
Target Hospitality may be exposed to certain regulatory and financial risks related to climate change.
Climate change is receiving increasing attention from scientists and legislators alike. The debate is ongoing as to the extent to which the climate is changing, the potential causes of any change and its potential impacts. Some attribute global warming to increased levels of greenhouse gases, including carbon
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dioxide, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. Significant focus is being made on companies that are active producers of depleting natural resources.
There are a number of legislative and regulatory proposals to address greenhouse gas emissions, which are in various phases of discussion or implementation. The outcome of U.S. federal, regional, provincial, and state actions to address global climate change could result in a variety of regulatory programs including potential new regulations, additional charges to fund energy efficiency activities, or other regulatory actions. These actions could:

result in increased costs associated with Target Hospitality’s operations and Target Hospitality’s customers’ operations;

increase other costs to Target Hospitality’s business;

reduce the demand for carbon-based fuels; and

reduce the demand for Target Hospitality’s services.
Any adoption of these or similar proposals by U.S. federal, regional, provincial, or state governments mandating a substantial reduction in greenhouse gas emissions could have far-reaching and significant impacts on the energy industry. Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address greenhouse gas emissions would impact Target Hospitality’s business, any such future laws and regulations could result in increased compliance costs or additional operating restrictions, and could have a material adverse effect on Target Hospitality’s business or demand for Target Hospitality’s services. See “Business of Target Hospitality — Regulatory and Environmental Compliance” in this proxy statement/prospectus for a more detailed description of Target Hospitality’s climate-change related risks.
Growth Development and Financing Risks
Target Hospitality may not be able to successfully acquire and integrate new operations, which could cause Target Hospitality’s business to suffer.
Target Hospitality may not be able to successfully complete potential strategic acquisitions for various reasons. Target Hospitality anticipates that it will consider acquisitions in the future that meet its strategic growth plans. Target Hospitality cannot predict whether or when acquisitions will be completed, and Target Hospitality may face significant competition for certain acquisition targets. Acquisitions that are completed involve numerous risks, including the following:

difficulties in integrating the operations, technologies, products and personnel of the acquired companies;

diversion of management’s attention from normal daily operations of the business;

difficulties in entering markets in which Target Hospitality have no or limited direct prior experience and where Target Hospitality’s competitors in such markets have stronger market positions;

difficulties in complying with regulations, such as environmental regulations, and managing risks related to an acquired business;

an inability to timely complete necessary financing and required amendments, if any, to existing agreements;

an inability to implement uniform standards, controls, procedures and policies;

undiscovered and unknown problems, defects, liabilities or other issues related to any acquisition that become known to us only after the acquisition, particularly relating to rental equipment on lease that are unavailable for inspection during the diligence process; and

potential loss of key customers or employees.
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In connection with any acquisitions, Target Hospitality may: (1) assume liabilities or acquire damaged assets, some of which may be unknown at the time of such acquisitions; (2) record goodwill and non-amortizable intangible assets that will be subject to future impairment testing and potential periodic impairment charges; or (3) incur amortization expenses related to certain intangible assets.
The condition and regulatory certification of any facilities or operations acquired is assessed as part of the acquisition due diligence. In some cases, facility condition or regulatory certification may be difficult to determine due to that facility being on lease at the time of acquisition and/or inadequate certification records. Facility acquisitions may therefore result in a rectification cost which may not have been factored into the acquisition price, impacting deployability and ultimate profitability of the facility acquired.
Acquisitions are inherently risky, and no assurance can be given that Target Hospitality’s future acquisitions will be successful or will not materially adversely affect Target Hospitality’s business, results of operations, and financial condition. If Target Hospitality does not manage new markets effectively, some of Target Hospitality’s new branches and acquisitions may lose money or fail, and Target Hospitality may have to close unprofitable branches. Closing a branch in such circumstances would likely result in additional expenses that would cause Target Hospitality’s operating results to suffer. To successfully manage growth, Target Hospitality will need to continue to identify additional qualified managers and employees to integrate acquisitions within Target Hospitality’s established operating, financial and other internal procedures and controls. Target Hospitality will also need to effectively motivate, train and manage Target Hospitality’s employees. Failure to successfully integrate recent and future acquisitions and new branches into existing operations could materially adversely affect Target Hospitality’s results of operations and financial condition.
Global or local economic movements could have a material adverse effect on Target Hospitality’s business.
Target Hospitality operates in the United States, but its business may be negatively impacted by economic movements or downturns in that market or in global markets generally, including those that could be caused by policy changes by the U.S. administration in areas such as trade and immigration. These adverse economic conditions may reduce commercial activity, cause disruption and volatility in global financial markets, and increase rates of default and bankruptcy. Reduced commercial activity has historically resulted in reduced demand for Target Hospitality’s products and services. For example, reduced commercial activity in the energy and natural resource sectors in certain markets in which Target Hospitality operates may negatively impact its business. U.S. federal spending cuts or further limitations that may result from presidential or congressional action or inaction may also negatively impact Target Hospitality’s arrangements with government contractor customers. Disruptions in financial markets could negatively impact the ability of Target Hospitality’s customers to pay their obligations to it in a timely manner and increase Target Hospitality’s counterparty risk. If economic conditions worsen, Target Hospitality may face reduced demand and an increase, relative to historical levels, in the time it takes to receive customer payments. If Target Hospitality is not able to adjust its business in a timely and effective manner to changing economic conditions, its business, results of operations and financial condition may be materially adversely affected.
Target Hospitality may increase its debt or issue equity in the future, which could affect its financial condition, may decrease its profitability or could dilute its shareholders.
Target Hospitality may increase its debt or issue equity in the future, subject to restrictions in Target Hospitality’s debt agreements. If Target Hospitality’s cash flow from operations is less than it anticipates, or if Target Hospitality’s cash requirements are more than it expects, Target Hospitality may require more financing. However, debt or equity financing may not be available to it on terms acceptable to it, if at all. If Target Hospitality incurs additional debt or raises equity through the issuance of its preferred shares, the terms of the debt or its preferred shares issued may give the holders rights, preferences, and privileges senior to those of holders of Target Hospitality’s common shares, particularly in the event of liquidation. The terms of the debt may also impose additional and more stringent restrictions on Target Hospitality’s operations than Target Hospitality currently has. If Target Hospitality raises funds through the issuance of additional equity, your ownership in Target Hospitality would be diluted. If Target Hospitality is unable to raise additional capital when needed, it could affect Target Hospitality’s financial health, which could negatively affect your investment in Target Hospitality.
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If Target Hospitality does not effectively manage its credit risk or collect on its accounts receivable, it could have a material adverse effect on its business, financial condition, and results of operations.
Failure to manage Target Hospitality’s credit risk and receive timely payments on Target Hospitality’s customer accounts receivable may result in the write-off of customer receivables. If Target Hospitality is not able to manage credit risk, or if a large number of customers should have financial difficulties at the same time, Target Hospitality’s credit and equipment losses would increase above historical levels. If this should occur, Target Hospitality’s business, financial condition, and results of operations may be materially and adversely affected.
Where any forward-looking statement includes a statement of the assumptions or bases underlying such forward-looking statement, Target Hospitality cautions that, while it believes such assumptions or bases to be reasonable and makes them in good faith, assumed facts or bases almost always vary from actual results.
The differences between assumed facts or bases and actual results can be material, depending upon the circumstances. The factors identified in this proxy statement/prospectus are important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by Target Hospitality, or on its behalf.
In any forward-looking statement where Target Hospitality, or Target Hospitality’s management, express an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. Taking this into account, the following are identified as important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, Target Hospitality:

risks related to diverting management’s attention from Target Hospitality’s;

the level of supply and demand for natural resources;

failure by Target Hospitality’s customers to reach positive final investment decisions on, or otherwise not complete, projects with respect to which Target Hospitality has been awarded contracts to provide related accommodation, which may cause those customers to terminate or postpone the contracts;

the availability of attractive oil and natural gas field assets, which may be affected by governmental actions or environmental activists;

fluctuations in the current and future prices of natural resources;

fluctuations in currency exchange rates;

general global economic conditions and the pace of global economic growth;

changes in tax laws, tax treaties. or tax regulations or the interpretation or enforcement thereof, including taxing authorities not agreeing with Target Hospitality’s assessment of the effects of such laws, treaties and regulations;

global weather conditions and natural disasters;

Target Hospitality’s ability to hire and retain skilled personnel;

the availability and cost of capital; and

the development of new projects, including whether such projects will continue in the future.
Such risks and uncertainties are beyond Target Hospitality’s ability to control, and in many cases, Target Hospitality cannot predict the risks and uncertainties that could cause Target Hospitality’s actual results to differ materially from those indicated by the forward-looking statements.
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Target Parent, currently owned by the Algeco Seller, and Signor Parent, currently owned by the Arrow Seller do not yet operate together as Target Hospitality. Target Parent’s and Signor’s and Signor Parent’s historical financial information is not representative of the results Target Hospitality would have achieved as a separate, publicly-traded company and may not be a reliable indicator of Target Hospitality’s future results.
The historical information of Signor, Signor Parent and Target Parent refers to their respective businesses prior to the business combination. Accordingly, the historical financial information does not necessarily reflect the financial condition, results of operations or cash flows that Target Hospitality would have achieved as a separate, publicly-traded company during the periods presented or those that Target Hospitality will achieve in the future primarily as a result of the factors described below:

Signor Parent’s and Target Parent’s businesses are currently owned by the Arrow Seller and the Algeco Seller, respectively, as part of broader corporate organizations, rather than as an independent company. As such, these broader organizations performed various corporate functions for each entity such as legal, treasury, accounting, auditing, human resources, corporate affairs and finance. Target Parent’s and Signor Parent’s historical financial results reflect allocations of corporate expenses from such functions and are likely to be less than the expenses Target Hospitality would have incurred had it operated as a separate publicly-traded company. Following the business combination, Target Hospitality will be responsible for the cost related to such functions previously performed by each entity’s previous corporate group;

decisions regarding capital raising and major capital expenditures for Signor Parent or Target Parent are currently done through the Algeco Seller or the Arrow Seller, respectively;

following the business combination, Target Hospitality may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements; and

Signor Parent’s and Target Parent’s historical financial information prior to the business combination does not reflect the debt or the associated expenses that Target Hospitality has incurred as part of the business combination.
Other significant changes may occur in Target Hospitality’s cost structure, management, financing and business operations as a result of operating as a company separate from the Algeco Seller and the Arrow Seller. For additional information about the past financial performance of Target Parent and Signor, without giving effect to the business combination and the basis of the presentation of the historical consolidated financial statements of Target Hospitality, see “Target Parent’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Signor Parent’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the financial statements and accompanying notes included elsewhere in this proxy statement/prospectus.
Target Hospitality will incur significantly increased costs as a result of operating as a public company, and its management will be required to devote substantial time to compliance efforts.
Target Hospitality will incur significant legal, accounting, insurance, and other expenses as a result of being a public company. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”) and SOX, as well as related rules implemented by the SEC, have required changes in corporate governance practices of public companies. In addition, rules that the SEC is implementing or is required to implement pursuant to the Dodd-Frank Act are expected to require additional change. Target Hospitality expects that compliance with these and other similar laws, rules and regulations, including compliance with Section 404 of SOX, will substantially increase its expenses, including legal and accounting costs, and make some activities more time-consuming and costly. It is possible that these expenses will exceed the increases projected by management. These laws, rules, and regulations may also make it more expensive to obtain director and officer liability insurance, and Target Hospitality may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage, which may make it more difficult for Target Hospitality to attract and retain qualified persons to serve on its board of directors or as officers. Although the JOBS Act may, for a limited period of time, somewhat lessen the cost of complying with these additional regulatory and
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other requirements, Target Hospitality nonetheless expects a substantial increase in legal, accounting, insurance, and certain other expenses in the future, which will negatively impact its results of operations and financial condition.
Upon the closing of the business combination, Target Hospitality’s principal stockholder will have substantial control over its business, which may be disadvantageous to other stockholders.
The Arrow Seller, controlled by TDR Capital LLP (“TDR”), is expected to own approximately 46.0% (assuming no redemptions by Platinum Eagle shareholders) of the outstanding shares of common stock of Target Hospitality assuming no redemptions by Platinum Eagle shareholders in connection with the business combination, immediately following the closing. In addition, TDR nominated three directors to serve on Target Hospitality’s board of directors. As a result of its ability to control a significant percentage of the voting power of Target Hospitality’s outstanding common stock, TDR may have substantial control over matters requiring approval by Target Hospitality’s stockholders, including the election and removal of directors, amendments to Target Hospitality’s certificate of incorporation and bylaws, any proposed merger, consolidation or sale of all or substantially all of Target Hospitality’s assets and other corporate transactions. TDR may have interests that are different from those of other stockholders.
As a result of being a public company, Target Hospitality will be subject to additional reporting and corporate governance requirements that will require additional management time, resources and expense.
As a public company, Target Hospitality will be obligated to file with the SEC annual and quarterly information and other reports that are specified in the Exchange Act. Target Hospitality will also be subject to other reporting and corporate governance requirements under SOX, and the rules and regulations promulgated thereunder, all of which impose significant compliance and reporting obligations upon us and require us to incur additional expense in order to fulfill such obligations.
Information Technology and Privacy Risks
Any failure of Target Hospitality’s management information systems could disrupt Target Hospitality’s business and result in decreased revenue and increased overhead costs.
Target Hospitality depends on its management information systems to actively manage its facilities and provide facility information, and availability of Target Hospitality’s services. These functions enhance Target Hospitality’s ability to optimize facility utilization, occupancy, costs of goods sold, and average daily rate. The failure of Target Hospitality’s management information systems to perform as anticipated could damage its reputation with its customers, disrupt its business or result in, among other things, decreased revenue and increased overhead costs. For example, an inaccurate utilization rate could cause Target Hospitality to fail to have sufficient inventory to meet consumer demand, resulting in decreased sales. Any such failure could harm Target Hospitality’s business, results of operations and financial condition. In addition, the delay or failure to implement information system upgrades and new systems effectively could disrupt Target Hospitality’s business, distract management’s focus and attention from business operations and growth initiatives, and increase Target Hospitality’s implementation and operating costs, any of which could materially adversely affect Target Hospitality’s operations and operating results.
Like other companies, Target Hospitality’s information systems may be vulnerable to a variety of interruptions due to events beyond Target Hospitality’s control, including, but not limited to, telecommunications failures, computer viruses, security breaches (including cyber-attacks), and other security issues. In addition, because Target Hospitality’s systems contain information about individuals and businesses, the failure to maintain the security of the data Target Hospitality holds, whether the result of its own error or the malfeasance or errors of others, could harm Target Hospitality’s reputation or give rise to legal liabilities leading to lower revenue, increased costs, regulatory sanctions, and other potential material adverse effects on Target Hospitality’s business, results of operations, and financial condition.
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Target Hospitality’s business could be negatively impacted by security threats, including cyber-security threats and other disruptions.
Target Hospitality faces various security threats, including cyber-security threats to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the safety of Target Hospitality’s employees; threats to the security of Target Hospitality’s facilities and infrastructure or third-party facilities and infrastructure; and threats from terrorist acts. Although Target Hospitality utilizes various procedures and controls to monitor these threats and mitigate its exposure to such threats, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing. If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities essential to Target Hospitality’s operations and could have a material adverse effect on Target Hospitality’s reputation, financial position, results of operations or cash flows. Cyber-security attacks in particular are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. See “Risk Factors — Risks Relating to Target Hospitality’s Business — Cyber-attacks could have a disruptive effect on Target Hospitality’s business.”
Cyber-attacks could have a disruptive effect on Target Hospitality’s business.
From time to time Target Hospitality may experience cyber-attacks, attempted and actual breaches of its information technology systems and networks or similar events, which could result in a loss of sensitive business or customer information, systems interruption or the disruption of Target Hospitality’s operations. The techniques that are used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and are difficult to detect for long periods of time, and Target Hospitality is accordingly unable to anticipate and prevent all data security incidents.
Even if Target Hospitality is fully compliant with legal standards and contractual or other requirements, it still may not be able to prevent security breaches involving sensitive data. The sophistication of efforts by hackers to gain unauthorized access to information systems has continued to increase in recent years. Breaches, thefts, losses or fraudulent uses of customer, employee or company data could cause consumers to lose confidence in the security of Target Hospitality’s website, point of sale systems and other information technology systems and choose not to stay in our communities or contract with Target Hospitality in the future. Such security breaches also could expose Target Hospitality to risks of data loss, business disruption, litigation and other costs or liabilities, any of which could adversely affect its business.
Failure to keep pace with developments in technology could adversely affect our operations or competitive position.
The specialty rental and hospitality services industry demands the use of sophisticated technology and systems for community management, procurement, operation of services across communities and other facilities, distribution of community resources to current and future customers and amenities. These technologies may require refinements and upgrades. The development and maintenance of these technologies may require significant investment by Target Hospitality. As various systems and technologies become outdated or new technology is required, Target Hospitality may not be able to replace or introduce them as quickly as needed or in a cost-effective and timely manner. As a result, Target Hospitality may not achieve the benefits it may have been anticipating from any new technology or system.
Risks Relating to Target Hospitality’s Indebtedness
Target Hospitality’s leverage may make it difficult for Target Hospitality to service its debt and operate its business.
As of September 30, 2018, on a pro forma basis after giving effect to the business combination and the other transactions contemplated hereby, Target Hospitality would have had $340 million of indebtedness under both a no redemption assumption and a maximum redemption assumption.
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