Filed by Platinum Eagle Acquisition Corp.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Platinum Eagle Acquisition Corp.

Commission File No. 001-38343

In connection with the previously announced business combination among Platinum Eagle Acquisition Corp. (the “Company”), Target Logistics Management, LLC (“Target Lodging”) and RL Signor Holdings, LLC (“Signor Lodging”) and the related transactions (the “Business Combination”), Arrow Bidco, LLC, a Delaware limited liability company (“Arrow Bidco”), will offer (the “Offering”) $340 million in aggregate principal amount of senior secured notes due 2024 (the “Notes”). The proceeds from the Offering will be used, together with funds from other sources, to: (i) fund the Business Combination, (ii) prepay certain existing third-party and intercompany indebtedness, (iii) pay fees and expenses incurred in connection with the Business Combination and (iv) provide cash for the combined company’s balance sheet. After giving effect to the Business Combination, Arrow Bidco will be the direct parent of Target Lodging and Signor Lodging and an indirect, wholly-owned subsidiary of the Company. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption therefrom.

In connection with the proposed Offering, Arrow Bidco intends to disclose certain information to prospective investors, which updates prior disclosures of the Company (the “Information”). A copy of such Information is below.

Important Information About the Business Combination and Where to Find It

In connection with the proposed Business Combination, the Company filed a registration statement on Form S-4 (File No. 333-228363) (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which includes a proxy statement/prospectus, that is both the proxy statement to holders of the Company’s ordinary shares in connection with the Company’s solicitation of proxies for the vote by the Company’s shareholders with respect to the Business Combination and other matters described in the Registration Statement, as well as the prospectus relating to the offer and sale of certain of the securities to be issued in the Business Combination. The Registration Statement was declared effective by the SEC on February 14, 2019, and the Company mailed the definitive proxy statement/prospectus and other relevant documents to its shareholders of record as of January 17, 2019. The Company’s shareholders and other interested persons are advised to read the definitive proxy statement/prospectus as it contains important information about Target Lodging, Signor Lodging, the Company and the Business Combination. Shareholders may obtain copies of the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, at the SEC’s web site at www.sec.gov, or by directing a request to: Platinum Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los Angeles, California, Attention: Eli Baker, President, Chief Financial Officer and Secretary, (310) 209-7280.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the definitive proxy statement/prospectus, which was filed on February 19, 2019 and is available free of charge from the sources indicated above.

Target Lodging and Signor Lodging and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination are included in the definitive proxy statement/prospectus.

Cautionary Notice Regarding Forward Looking Statements

This filing contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements,” particularly those statements concerning expectations regarding the use of proceeds from the offering. A number of risks and uncertainties could cause the Company, Target and Signor’s actual results to differ materially from current projections, forecasts, estimates and expectations relating to the Company, Target, Signor and the Business Combination. Any or all of these forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond the Company’s, Target’s and Signor’s control.

Disclaimer

This filing shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.

Excerpt from “Summary—Our Company”

Our specialty rental services, which include accommodations and ancillary services such as housekeeping and security, comprised 64% of our combined pro forma revenue for the year ended December 31, 2018. Our catering and other offerings provided the remaining 36% of combined pro forma revenue for the year ended December 31, 2018. For the year ended December 31, 2018, we generated combined pro forma revenues of $301.8 million. Our combined pro forma Adjusted EBITDA and combined pro forma Run-Rate Adjusted EBITDA for the year ended December 31, 2018 were $149.6 million and $174.2 million, respectively.

History and Development

Target Hospitality’s legacy businesses of Signor and Target have grown and developed since they were created. The chart below sets out certain key milestones for each business.

Excerpt from “Summary—Business Strengths & Strategies—Strengths”

Excerpt from “Summary—Sources and Uses of Funds”

Sources and Uses of Funds

The following table summarizes the sources and uses for funding the Business Combination, assuming the maximum number of shares of Platinum Eagle permitted to be redeemed under the Merger Agreements are redeemed. Where actual amounts are not known or knowable, the figures below represent our good faith estimate of such amounts.

Excerpt from “Summary—Recent Developments”

On January 31, 2019, Target announced renewed and expanded contracts with four major oilfield services companies that were signed in November 2018 and December 2018. The contract renewals extend the duration as well as the scope of services of the existing contracts. All four contracts include Target’s full suite of specialty rental accommodations and culinary and site management services, including the conversion of two existing Signor contracts into Target turnkey offering contracts. Each contract adds a minimum of two years to the original terms. The extended contracts call for additional room commitments across Target’s existing Permian Basin lodging network. The expanded contracts are expected to contribute incremental revenue of approximately $45 million over the life of the contracts. With the renewals, the weighted average length of these four contracts is 3 years.

On February 26, 2019, Target announced the construction of a new 400-bed community in Carlsbad, New Mexico, located in the Delaware Basin, a high-growth region within the Permian Basin, underpinned by customer contracts consistent with our capital deployment discipline. This will be Target’s third location in New Mexico and further expands Target’s network of communities to 16 across the Permian Basin. This community is expected to be operational in the second half of 2019 and to result in an additional contribution to our anticipated results for fiscal year 2019.

Excerpts from “Summary—The Offering”

On a pro forma basis after giving effect to the Transactions and the use of proceeds therefrom as described under “Use of Proceeds,” at December 31, 2018, Arrow BidCo and the guarantors of the New ABL Facility (the “New ABL Guarantors”) would have had $88 million of additional New ABL Facility availability and $377 million of indebtedness outstanding.

In addition, after giving effect to the Transactions and the use of proceeds therefrom as described under “Use of Proceeds,” the Issuer’s subsidiaries that are not guarantors of the Notes, would have accounted for approximately $0.9 million, or 0.3% of our total pro forma revenue, approximately ($0.7) million or (0.5%) of our total pro forma Adjusted EBITDA, approximately $0.2 million, or 0%, of our consolidated assets and approximately $0.1 million, or 0.0%, of our consolidated liabilities (excluding intercompany assets and liabilities), in each case, as of December 31, 2018.

Excerpt from “Summary—Summary Historical and Combined Pro Forma Condensed Financial Information”

SUMMARY HISTORICAL AND COMBINED PRO FORMA FINANCIAL INFORMATION

The following tables set forth certain summary historical and combined pro forma financial information as of and for the periods indicated. We derived the historical financial information for the years ended December 31, 2018 and 2017 from the audited combined financial statements and related notes thereto of Target Parent and Signor Parent included elsewhere in this offering circular. We derived the historical financial information for the period from January 1, 2018 to September 6, 2018 from the unaudited interim consolidated financial statements of RL Signor Holdings, LLC (“Signor”) as presented in the financial statements and related notes thereto included elsewhere in this offering circular.

The summary combined pro forma financial information presented below has been calculated based on the historical financial information described above appearing elsewhere in this offering circular and the accompanying notes thereto. See “Basis of Presentation—Combined Pro Forma Financial Information.”

The combined pro forma financial information is presented for informational purposes only, is based on currently available information and is not necessarily indicative of Target Parent’s, Signor Parent’s, or Signor’s financial position or results of operations separately, nor is it necessarily indicative of our future results.

The historical and combined pro forma financial information set forth below should be read in conjunction with the audited financial statements and related notes thereto included elsewhere in this offering circular for Target Parent and Signor Parent (combined), the unaudited interim consolidated financial statements and related notes thereto included elsewhere in this offering circular for Signor, the “Unaudited Pro Forma Condensed Consolidated Financial Information,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for each entity, each of which is included elsewhere in this offering circular.

Non-GAAP Financial Measures

EBITDA represents net income plus interest expense (income), income tax expense, and depreciation and amortization.

Adjusted EBITDA reflects the following further adjustments to EBITDA to exclude certain non-cash items and the effect of what management considers transactions or events not related to its core business operations:

EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider such measures either in isolation or as a substitute for net income, cash flow from operations or other methods of analyzing our results as reported under GAAP. Some of these limitations are:

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

The following tables provide an unaudited reconciliation of Net Income to EBITDA and Adjusted EBITDA on a historical and a combined pro forma basis:

Adjusted EBITDA Before Run-Rate reflects the following further adjustments to Adjusted EBITDA:

Run-Rate Adjusted EBITDA reflects the following further adjustments to Adjusted EBITDA Before Run-Rate:

Adjusted Free Cash Flows is a Non-GAAP financial measurement and is not intended to replace net cash provided by operating activities, the most directly comparable financial measure in accordance with GAAP. We present Adjusted Free Cash Flows because we believe it provides useful information regarding our liquidity and ability to meet our short-term obligations. Adjusted Free Cash Flows indicates the amount of cash available after maintenance capital expenditures for, among other things, investments in our existing business.

The following table provides an unaudited reconciliation of Adjusted EBITDA to Net cash flows from operating activities to Adjusted Free Cash Flows on a historical and combined pro forma basis:

Excerpt from “Risk Factors—Due to the nature of the natural resources industry, our business may be adversely affected by periods of low oil, or natural gas prices or unsuccessful exploration results may decrease customers’ spending and therefore our results.”

For the year ended December 31, 2018, we recorded an impairment charge of $15.3 million in connection with certain of our asset groups located in Canada and the Bakken.

Excerpt from “Risk Factors—If we determine that our goodwill and intangible assets have become impaired, we may incur impairment charges, which would negatively impact our operating results”

As of December 31, 2018, on a pro forma basis, Target Hospitality had approximately $34.2 million and $127.4 million of goodwill and other intangible assets, net, respectively, in our statement of financial position, which would represent approximately 6.2% and 23.3% of total assets, respectively.

Excerpt from “Risk Factors—Our ability to use our net operating loss carryforwards and other tax attributes may be limited”

As of December 31, 2018, Target Parent and Signor Parent had U.S. net operating loss (“NOL”) carryforwards of approximately $98.5 million 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”). Approximately $1.3 million of these tax loss carryovers expire in 2038. The remaining $97.2 million of tax loss carryovers do not expire.

Excerpts from “Risk Factors—Our leverage may make it difficult for us to service our debt and operate our business”

As of December 31, 2018, on a pro forma basis after giving effect to the Business Combination and the other transactions contemplated hereby, Target Hospitality would have had $377 million of total indebtedness consisting primarily of $37 million of borrowings under the New ABL Facility and $340 million of the Notes offered hereby.

Excerpt from “Risk Factors—The Notes will effectively be subordinated to our and the New ABL Guarantors’ indebtedness under the New ABL Facility to the extent of the value of the collateral that secures the New ABL Facility and the liens securing the Notes and the related guarantees will be junior to the liens securing the New ABL Facility. The value of the collateral securing the Notes may not be sufficient to satisfy all of our obligations under the Notes.”

As of and for the year ended December 31, 2018, on a pro forma basis after giving effect to the Transactions, including entering into and borrowing under the New ABL Facility, the issuance of the guarantees by the New ABL Guarantors, the offering of the Notes and the issuance of the guarantees by the Note Guarantors and the assumed application of the estimated net proceeds therefrom,

Excerpt from “Capitalization”

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2018 on:

This table is presented and should be read in conjunction with the historical financial statements of Target Parent and Signor Parent (Combined), together with the related notes, included elsewhere in this offering circular.

Excerpt from “Unaudited Pro Forma Condensed Consolidated Financial Information”

Excerpt from “Target Parent and Signor Parent’s Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segments”

Permian Basin

The Permian Basin segment reflects our facilities and operations in the Permian Basin region and includes our 14 communities located across Texas and New Mexico.

Bakken Basin

The Bakken Basin segment reflects our facilities and operations in the Bakken Basin region and includes our four communities in North Dakota.

Excerpt from “Business—Business Operations”

Target Hospitality operates its business in three key end markets: (i) government (“Government”), which includes the facilities, services and operations of its family residential center and the related support communities in Dilley, Texas (the “South Texas Family Residential Center”) provided under its lease and services agreement with CoreCivic; (ii) the Permian, which includes the facilities and operations in the Permian region and the 14 communities located across Texas, New Mexico and (iii) the Bakken, which includes facilities and operations in the Bakken basin region and four communities in North Dakota.

The map below shows the company’s primary community locations in the Permian and the Bakken (including the Company’s one location in the Anadarko).

The table below presents the Company’s lodges in the oil and gas end market.

Excerpt from “Business—Permian”

The Permian market is the most prolific shale basin in the U.S. with an estimated 140 billion barrels of oil equivalent (bboe) of recoverable oil while producing approximately 3.5 one million barrels of oil equivalent (mboe) per day. This century-old oil basin has attracted investment from large and small companies for many decades. However, it took years of vertical drilling and multi-stage fracking of vertical wells (and simultaneous development of horizontal drilling and fracking outside of the Permian) to learn enough about the stacked pay potential in order to drill it horizontally. The high level of vertical before 2014 evidences the recent realization of the Permian’s potential—due in large part to its scale and geologic complexity.

While understanding great potential in the Permian, Target entered the market in 2012, ahead of many of our competitors. We started in the Permian with an 80-bed community in Pecos, TX. As of December 31, 2018, Target has two locations and over 1,700 beds in the Pecos area of the Permian alone, which is located in the Delaware basin area. With 14 communities and approximately 7,913 beds across the Permian, we offer the largest network of turnkey specialty rental accommodations and hospitality services in the basin, with the next largest provider having 1,500 beds or less and only four locations.

The Permian segment generated 60% or $181.8 million of the company’s combined pro forma revenue for the year ended December 31, 2018.

The map below shows the company’s primary community locations in the Permian (including the Company’s one location in the Anadarko).

Excerpt from “Business—Bakken”

In 2009, Target entered the Bakken market and built its first community in Williston, North Dakota for a large OFS company. The community was the first of its kind in the region and provided specialty rental and hospitality services for more than 150 remote rotational workers. As of December 31, 2018, Target Hospitality had four community locations and 1,077 rentable rooms serving the Bakken. We are the largest specialty rental and hospitality services provider in the region with approximately 60% of the market share with the next closest direct competitor having less than 10% of the market share.

The Bakken segment generated 9% or $25.8 million of the company’s combined pro forma revenue for the year ended December 31, 2018.

The map below shows the company’s primary community locations in the Bakken.

Excerpt from “Business—Customers and Competitors”

Target Hospitality’s principal customers include investment grade oil and gas companies, energy infrastructure companies, and U.S. government and government contractors. For the year ended December 31, 2018, on a pro forma basis, our largest customers were CoreCivic and Halliburton, who accounted for approximately 22% and 8% of our revenues, respectively.

For the year ended December 31, 2018, on a combined pro forma basis, our top five customers accounted for approximately 49% of our revenue.

Our primary competitors in the U.S. for our oil and gas segments are Cotton Logistics, Permian Lodging, Aries, and Civeo for temporary accommodations in the U.S. shale basins. For hospitality services and facilities management, our three primary competitors are: Sodexo, Aramark and Compass.

Excerpt from “Business—The Company’s Community and Services Contracts”

For the year ended December 31, 2018, revenue related to the Permian and Bakken regions represented 60% and 9% of our combined pro forma revenue, respectively, revenue related to our Government segment represented 22% of our combined pro forma revenue, and all other revenue represented less than 9% of our combined pro forma revenue.

Excerpt from “Business—Employees”

As of December 31, 2018, Target Hospitality had approximately 723 employees.