UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 6, 2019
PLATINUM EAGLE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-38343 | 98-1378631 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
(Address, including zip code, of principal executive offices)
(310) 209-7280
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act. ¨
Item 1.01 Entry Into a Material Definitive Agreement.
On March 6, 2019, Topaz Holdings LLC (f/k/a Topaz Holdings Corp.) (the “Holdco Acquiror”), a wholly-owned subsidiary of Platinum Eagle Acquisition Corp. (the “Company”), entered into an amendment (the “Amended Commitment Letter”) to that certain commitment letter, dated as of November 13, 2018, by and among the Holdco Acquiror and 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”), to provide that the maximum amount that can be borrowed on the closing date under the new asset based revolving credit facility of the Holdco Acquiror and its subsidiaries to, among other things, finance the Holdco Acquiror’s previously announced business combination with the Company, Target Logistics Management, LLC and RL Signor Holdings, LLC (the “Business Combination”), will be the greater of (x) $80 million (less the amount by which the total debt financing obtained in connection with the Business Combination (other than under such revolving credit facility) exceeds $300 million) and (y) $50 million.
The foregoing description of the Amended Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 8.01 Other Events.
As previously disclosed, in connection with the Business Combination, the Company expects to change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware on March 12, 2019.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Amendment to Commitment Letter, dated March 6, 2019, by and among the Holdco Acquiror and the Commitment Parties. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Platinum Eagle Acquisition Corp. | ||
| By: | /s/ Eli Baker | |
| Dated: March 11, 2019 | Name: Eli Baker | |
| Title: President, Chief Financial Officer and Secretary | ||
Exhibit 10.1
|
BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 |
BARCLAYS 745 Seventh Avenue New York, New York 10019 |
CREDIT SUISSE AG CREDIT SUISSE LOAN FUNDING LLC Eleven Madison Avenue New York, NY 10010 |
DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005
|
March 6, 2019
Topaz Holdings LLC
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067
Attention: Eli Baker
Project Sparrow
Amendment to Commitment Letter
Ladies and Gentlemen:
Reference is made to the Commitment Letter dated November 13, 2018 (including the exhibits and other attachments thereto, the “Commitment Letter”) among Bank of America, N.A. (together with its designated affiliates, “Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its designated affiliates, “MLPFS”), Barclays Bank PLC (“Barclays”), Credit Suisse AG (acting through such of its affiliates and branches as it deems appropriate, “CS”), Credit Suisse Loan Funding LLC (“CSLF”; CS and CSLF, collectively, “Credit Suisse”), Deutsche Bank AG Cayman Islands Branch (“DBCI”), Deutsche Bank AG New York Branch (“DBNY”) and Deutsche Bank Securities Inc. (“DBSI”, and together with Bank of America, MLPFS, Barclays, Credit Suisse, DBNY and DBCI, collectively, “we”, “us” or the “Commitment Parties”) and you. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Commitment Letter.
You have advised the Commitment Parties that you desire to amend the Commitment Letter as set forth below.
1. Amendments to the Commitment Letter.
The parties hereto agree that the Commitment Letter is hereby amended as follows:
(a) the reference to “$50.0 million” contained in the first sentence appearing under the heading “Availability” set forth in the ABL Facility Term Sheet is hereby deleted and replaced with the text “the greater of (x) $80.0 million, less the amount by which the Financing Amount (as defined in the Fee Letter) (other than the ABL Facility and ABL loans drawn thereunder) exceeds $300.0 million and (y) $50.0 million”; and
(b) all references to Topaz Holdings Corp. in the Commitment Letter are hereby deemed to be references to Topaz Holdings LLC.
2. Miscellaneous.
As of the date hereof, each reference in the Commitment Letter to “this Commitment Letter,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the Fee Letter to the Commitment Letter (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Commitment Letter, as amended by this amendment letter (this “Amendment Letter”). Except as specifically amended herein, the Commitment Letter shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment Letter shall not operate as a waiver under the Commitment Letter, and nor shall it constitute an amendment of any provision of the Commitment Letter, except as expressly contemplated hereby.
This Amendment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto. This Amendment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Amendment Letter by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof.
This Amendment Letter is binding and enforceable as of the date hereof against each party hereto and its successors and permitted assigns. Section headings used in this Amendment Letter are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.
Each of the parties hereto hereby agrees that provisions with respect to jurisdiction, governing law, venue and waiver of jury trial of the Commitment Letter are incorporated by reference herein, mutatis mutandis, and shall have the same force and effect with respect to this Amendment Letter as if originally set forth herein.
[Remainder of this page intentionally left blank]
| 2 |
If the foregoing comports with our understanding of our agreements, please execute this Amendment Letter in the space provided below.
| Very truly yours, | ||
| BANK OF AMERICA, N.A. | ||
| By: | /s/ Justin Neubauer | |
| Name: Justin Neubauer | ||
| Title: Director | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| By: | /s/ Justin Neubauer | |
| Name: Justin Neubauer | ||
| Title: Director | ||
[Amendment to Commitment Letter]
If the foregoing comports with our understanding of our agreements, please execute this Amendment Letter in the space provided below.
| BARCLAYS BANK PLC | ||
| By: | /s/ Thomas Blouin | |
| Name: Thomas Blouin | ||
| Title: Managing Director | ||
[Amendment to Commitment Letter]
If the foregoing comports with our understanding of our agreements, please execute this Amendment Letter in the space provided below.
| Very truly yours, | ||
| CREDIT SUISSE LOAN FUNDING LLC | ||
| By: | /s/ Adam Forchheimer | |
| Name: Adam Forchheimer | ||
| Title: Authorized Signatory | ||
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH | ||
| By: | /s/ Mikhail Faybusovich | |
| Name: Mikhail Faybusovich | ||
| Title: Authorized Signatory | ||
| By: | /s/ Komal Shah | |
| Name: Komal Shah | ||
| Title: Authorized Signatory | ||
[Amendment to Commitment Letter]
If the foregoing comports with our understanding of our agreements, please execute this Amendment Letter in the space provided below.
| Very truly yours, | ||
| DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH | ||
| By: | /s/ Edwin E. Roland | |
| Name: Edwin E. Roland | ||
| Title: Managing Director | ||
| By: | /s/ Alvin Varughese | |
| Name: Alvin Varughese | ||
| Title: Director | ||
| DEUTSCHE BANK AG NEW YORK BRANCH | ||
| By: | /s/ Edwin E Roland | |
| Name: Edwin E. Roland | ||
| Title: Managing Director | ||
| By: | /s/ Alvin Varughese | |
| Name: Alvin Varughese | ||
| Title: Director | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ Edwin E. Roland | |
| Name: Edwin E. Roland | ||
| Title: Managing Director | ||
| By: | /s/ Alvin Varughese | |
| Name: Alvin Varughese | ||
| Title: Director | ||
[Amendment to Commitment Letter]
| Accepted and agreed to as of the date first above written: | |
| TOPAZ HOLDINGS LLC | |
| By: | /s/ Jeff Sagansky |
| Name: Jeff Sagansky | |
| Title: President | |
[Amendment to Commitment Letter]