PLATINUM EAGLE AND TARGET HOSPITALITY - Proposed Business Combination Between - Eagle Investment Partners
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Proposed Business Combination Between
PLATINUM EAGLE AND TARGET HOSPITALITY
Confidential Information
Disclaimer
This confidential presentation (the “presentation”) is being delivered to a limited number of parties for discussion purposes only. Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consent of Platinum Eagle Acquisition Corp.
(“Platinum Eagle”) or Target Logistics Management, LLC (“Target Logistics”) is prohibited. By accepting this presentation, each recipient agrees: (i) to maintain the confidentiality of all information that is contained in this presentation and not already in the public domain; and (ii) to use this presentation
for information purposes only and not as the basis for any voting or investment decision with respect to Platinum Eagle.
Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, neither Platinum Eagle nor Target Logistics makes any representation or warranty with respect to the accuracy of such
information. Any and all trademarks and trade names referred to in this Presentation are the property of their respective owners.
This presentation does not purport to contain all of the information that may be required to evaluate a possible voting or investment decision with respect to Platinum Eagle. The recipient agrees and acknowledges that this presentation is not intended to form the basis of any voting or investment
decision by the recipient and does not constitute investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by Platinum Eagle or Target Logistics or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the
accuracy or completeness of the information in this Presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction between Platinum Eagle and Target Logistics (the “Transaction”), and no
responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is
subject to change, and any such changes may be material. Platinum Eagle and Target Logistics disclaim any duty to update the information contained in this presentation.
Forward-Looking Statements
This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private securities Litigation Reform Act of 1996. Platinum Eagle’s and Target Logistics Management, LLC’s actual results may differ from their expectations, estimates and projections and
consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions are
intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Platinum Eagle’s, Target Logistics’ and TDR Capital LLP’s (acting in its capacity as investment fund manager, being together with its affiliates “TDR”) expectations with respect to future
performance and anticipated financial impacts of the Transaction, the satisfaction of closing conditions to the Transaction and the timing of the completion of the Transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are outside Platinum Eagle’s, Target Logistics’ and TDR’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstance that could give
rise to the termination of the definitive agreement for the Transaction (the “Transaction Agreement”); (2) the outcome of any legal proceedings that may be instituted against Platinum Eagle or Target Logistics following the announcement of the Transaction Agreement and the transactions
contemplated therein; (3) the inability to complete the Transaction, including due to failure to obtain approval of the shareholders of Platinum Eagle or other conditions to closing in the Transaction Agreement; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary
regulatory approvals or complete regular reviews required to complete the transactions contemplated by the Transaction Agreement; (5) the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the Transaction; (6) the inability to
recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain its key employees; (7)
costs related to the Transaction; (8) changes in the applicable laws or regulations; (9) the possibility that Target Logistics or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in
the proxy statement/prospectus relating to the Transaction, including those under “Risk Factors” there in, and in Platinum Eagle’s other filings with the SEC. Platinum Eagle cautions that the foregoing list of factors is not exclusive. Platinum Eagle cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Platinum Eagle, Target Logistics and TDR do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement is based. Any investment made by a fund managed by TDR or any of its affiliates (a “TDR Fund”) will be made solely in accordance with the legal documents relating to the relevant TDR Fund and no on the basis described in this
presentation. Nothing in this presentation gives rise to or is intended to give rise to any legal obligation on behalf of TDR, any TDR Fund, or any of its affiliates.
No Offer or Solicitation
This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be 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
of 1933, as amended.
No Representation or Warranty
None of Platinum Eagle, Target Logistics or any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this presentation. The sole purpose of the presentation is to assist persons in deciding whether they wish to proceed
with a further review of the Transaction and is not intended to be all-inclusive or to contain all the information that a person may desire in considering the Transaction. It is not intended to form the basis of any investment decision or any other decision in respect of the Transaction.
Financial Information
The financial information contained in this presentation has been taken from or prepared based on the historical financial statements of Target Logistics, for the periods presented. An audit of these financial statements is in process and will be incorporated in the proxy statement/prospectus relating to
the Transaction.
Use of Projections
This presentation contains financial forecasts, including with respect to Target Logistics revenue and EBITDA for 2018 and/or 2019. Neither Platinum Eagle’s nor Target Logistics’ independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projections for
the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being
necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and
are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside of Target
Logistics’ control. Accordingly, there can be no assurance that the prospective results are indicative of future performance of Target Logistics or the combined company after the Transaction or that actual results will not differ materially from those presented in the prospective financial information.
Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
Industry and Market Data
In this presentation, we rely on and refer to information and statistics regarding market participants in the sectors in which Target Logistics competes and other industry data. We obtained this information and statistics from third-party sources, including reports by market research firms and company
filings. The matters referred to in this presentation may, in whole or in part, constitute inside information for the purpose of the EU Market Abuse Regulation (596/2014) (or equivalent legislation). Being in receipt of the presentation you agree you may be restricted from dealing in (or encouraging others
to deal in) price sensitive securities.
Use of Non-GAAP Financial Matters
This presentation includes non-GAAP financial measures, including EBITDA, EBITDA Margin and Free Cash Flow. Platinum Eagle, Target Logistics and TDR believe that these non-GAAP measures are useful to investors for two principal reasons. First, they believe these measures may assist
investors in comparing performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance. Second, these measures are used by Target Logistics’ board of managers and management to assess its
performance and may (subject to the limitations described below) enable investors to compare the performance of Target Logistics and the combined company to its competition. Platinum Eagle, Target Logistics and TDR believe that the use of these non-GAAP financial measures provides an
additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Other companies may calculate EBITDA, Adjusted EBITDA,
EBITDA Margin, Adjusted Gross Profit, Adjusted Operating Income, Operating Free Cash Flow and other non-GAAP financial measures differently, and therefore Target Logistics’ non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies.
2
Entrepreneurial Team with Proven Execution Capabilities
Management Team
• Extensive career in the public and private modular, lodging and hospitality industries
• Proven track record of success
Brad Archer • Responsible for business strategy and operations
President & Chief Executive Officer
• 20+ years of experience in finance, accounting, operations and technology positions
• Leads tactical and strategic financial and administrative operations
Andy Aberdale
Chief Financial Officer
• Experienced career across real estate, modular and community development, strategy and
marketing/sales with public and private companies
Troy Schrenk
Chief Commercial Officer
TL’s Core Management Team has been together since the “beginning”
TL has the most experienced team in the industry
Hospitality, overall accommodations operations, sales and construction are industry leading
The TL Team is driven by our core values. A high integrity and personally committed team motivated by
service excellence and execution, and delivering on the promises we’ve made to our customers
3
Nation’s Largest Network of Flexible Accommodation Space…
• Extensive network of
geographically relocatable
accommodation assets
• Serving business and
governmental needs where
availability of space and flexibility
are essential
... With Premium Catering and Hospitality Value Added Services
• Turnkey solutions with integrated
design and installation, catering,
security, recreational and other
hospitality services
• Offering premium customer
experience for enterprise clients
with long term relationships
Business Model Combining Most Attractive Elements of Specialty Rental and
Catering/Hospitality Services to Produce EBITDA Margins Over 50%
4
Target Hospitality Investment Highlights(1)
1
• Represents 12,989 beds serving premier customer
Largest Network of U.S. Communities Serving Most 22 base through industry’s largest network
• $450.6mm of Gross Book Value as of July 2018 in
Attractive Shale Basins Sites accommodation assets
• Serving robust Permian Basin
2
• U.S. EBITDA CAGR 2016A-2019E
• 2019E Revenue $303.5mm; and EBITDA $165.9mm
Fast Growing Business with Strong Momentum and Visibility 25% • Long-term contracts with a weighted average of 3 years
and current run-rate provide high forward visibility
3
36% • IRR on new capital investment
Compelling Unit Economics 2.8 yrs. • Paybacks on initial contracts cover entire new
capital outlay
4
• EBITDA margins for 2016A-2019E
52.4% • Low annual maintenance capex
High Margins and Free Cash Flow
• Almost 100% EBITDA to free cash flow conversion
5
• Net Debt / 2019E EBITDA
Robust Balance Sheet to Fund Business Expansion ~2x • Ample liquidity available to support growth
• Multiple growth opportunities identified
Click to edit footnote text
(1) Historical pro forma and projected. 5
Three Way Merger Creating Powerful Public Platform for Growth
Target Lodging (TL) Signor Holdings (SH)
Target Hospitality (TH)
Platinum Eagle (PEAC)
Largest Network of Paired with Value Added Premier Customer Base Increased Growth
Accommodation Facilities Catering and Hospitality with Long-Term Contracts Profile from Strong
in United States Services and Exclusivity Financial Position
• 22 Facilities • High margin services which • Largest O&G companies in • Network expansion increases
(Including 15 in Permian) enhance value to customers U.S. and Federal Government ability to capture new
and further differentiate contracts
• ~13,000 Beds Target
• Long-term “Take or Pay” and • Ample dry powder to
• Unmatched Network scale exclusivity contracts provide capitalize on identified set of
• Consistent and high quality visibility and durability high return investments
blanketing Permian and
offering at all locations
Bakken Basins • High free cash flow
across the Target Network
benefitting from negligible
Click to edit footnote text capex requirements
6
2
Consolidated Financial Performance – Growth Accelerating
• Consolidated Revenue and EBITDA CAGRs from 2016-2019E of ~25%
• 2019E EBITDA forecast solely from current total contract value and full-year impact of existing utilization
− New capital can drive significant growth beyond forecast on identified projects
• Future growth driven by:
− Robust customer expansion in Permian Basin, increased utilization, expansion of existing facilities, addition of new
facilities and acquisitions
• Historical growth achieved in spite of operating in cash constrained environment under Algeco ownership
Historical (Pro Forma) and Projected Consolidated EBITDA ($mm)
24.7% $165.9
CAGR $149.3
$125.5
$85.5 $80.1
2016A 2017A LTM July 2018 2018F 2019E
7
Confidential Information
Multi-Billion Dollar U.S. Market Opportunity
Large and Growing Addressable Market… Multi-Billion Dollar U.S. Market
• Multi-Billion dollar market growth driven by disrupting inferior lodging
alternatives such as extended stay hotels, motels and RV parks, driven by
O&G industry
• Provide comprehensive turnkey solution at reduced price including security,
catering and hospitality
• Additional market growth in government and large-scale projects
Captured by Target Network
• 15 facilities blanketing the Permian Basin, a $1.0 billion opportunity alone
Carlsbad, NM
• Power of network effect provides geographic flexibility critical to customer base
Midland, TX
Odessa, TX
• Barriers to entry through installed customer base already under exclusive long-
term contracts
• Long-term exclusivity contracts (average use of 5 lodges nightly) enhances
resiliency through future oil price cycles
• Target has grown market share to 20% today from ~2% in 2015 Delaware Shale
Midland Shale
$1.0 Billion in Permian Alone
8
2
Government and Hospitality End-Markets
Established Government End-Market Expanding Catering and Managed Services
• South Texas Family Residential Center (“FRC”), established in • Growing catering and managed services platform across diversity
2014 in Dilley, Texas of end-markets, both organically and through acquisitions
• Ideal solution meeting government need to house asylum − Government, Pipelines, Corrections and Education
seeking families in humane temporary housing
• Currently identified organic growth opportunities include:
− 2,556 bed campus with a 7 year lease
− In current discussion for facility expansion Identified Growth
U.S. Gov't
Midstream $15.5
$50.0
$68 mm Community
Revenue Corrections
$2.5
• Independent catering and managed services revenue produces
approximately 35% gross profit margin with minimal capex
• With approved GSA vendor status, and success of Dilley FRC, investment
additional opportunities surfacing
− Currently bidding on correctional housing contract for Represents ~$68 million Near-Term
approximately 250 beds Revenue Growth Opportunity
92
Why We Win – Customer-Centric Focus and The Target 12
01 FOOD ENGAGEMENT 07
02 REST PERFORMANCE 08
03 CONNECTION SAFETY 09
04 WELLNESS LOYALTY 10
05 COMMUNITY PRODUCTIVITY 11
06 HOSPITALITY PREPAREDENESS 12
Meeting Customer Needs Through Differentiated and Unparalleled Suite of Solutions
102
Premier Customer Base and Durable Commercial Contracts
Serving the Largest O&G Companies in the United States
• Diversified across O&G value chain
• Focus on large Upstream
customers underpins stability and
growth
• Integrated into customer planning
process
Business Underwritten by Strong Commercial Contracts
($ in millions)
$303.5
• Long-term “take or pay” contracts provide Visibility & Durability Uncontracted
Revenue:
83% 85% 12%
40.6 Months
• 83% of 2018 revenue from “take or pay” contracts
• 85% of contracts exclusive to Target Network
Estimated
Contracted
Revenue:
• $266 million of estimated contracted revenue for 2019(1) 88%
• Weighted average contract term 40.6 months
Weighted Avg. Take or Pay Exclusivity 2019 Revenue
Contract Duration Contracts Contracts
(1) Based on contracted revenue, estimated contract overages and direct forecast planning with customers. 112
Resilient and Strengthened Platform Addressing Growth Opportunities
Target’s Resiliency and Responsiveness to Oil & Gas Cycles
Past Present Future
Continued increase in Network, bed capacity
Network Size 5,500 beds in Target Network 10,000 beds, serving ~ 10mm + meals
and Catering/Hospitality offerings
Geographic 56% Bakken based and 44% Permian Relocation and build out of Permian network Increased footprint throughout the Permian,
Footprint based footprint to 81% of TH footprint Keystone XL & FRC expansion
Customer Upstream Producers, Oilfield Services, Primary O&G Upstream Producers,
Upstream Oilfield Services and Midstream
Diversity Owners, Midstream and Government Government, Various Catering, Corrections
Utilization 65% 84% 87% +
Average
$86 $87 $91
Daily Rate
Cost of Higher breakevens in the $70 - $90 with WTI Breakevens slashed by ~60%, current range Confidence in rising activity as productivity
Production between $30 - $110 is $30 - $40 with WTI between $50 - $70 increases driven by lower breakevens
Jun. 2014 high
of $106/bbl 2014 - 2016 2017 - 2018 2019 - 2021
5,000,000
Permian Basin and Williston Basin Production (1)
Barrels Per Day
3,750,000
$76
$67
2,500,000
$44(2)
1,250,000
$32(2)
Feb. 2016 low
of $30/bbl
-
Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17 Jan-18 Jul-18 Jan-19 Jul-19 Jan-20 Jul-20
Permian Basin Production Permian Basin Forecast Williston Basin Production Williston Basin Forecast
Permian Basin Breakeven ($ per barrel) Williston Basin Breakeven ($ per barrel) Cushing WTI Spot Price FOB ($ per barrel)
(1) PetroNerds, DrillingInfo, and Estimates from North Dakota Pipeline Authority and Enterprise Products Partners.
(2) 2017/18 breakevens represent 2017 and YTD 2018 average basin half-cycle breakeven. 12
Note: Williston Basin raw data from DrillingInfo through December 2016 and January 2017 onward from North Dakota Pipeline Authority.3
TH’s Powerful Unit Economics…
Inputs: Outputs
Community: 500 Beds $9.0mm EBITDA / year
CapEx: $50k / room ($25mm total) $180mm EBITDA over 20 years
ADR/COGS: $95pppn / $35pppn IRR: 36% (20 year)
Low maintenance capex
$155,000,000
Typical Community 20 Year Investment Return – Mid Case TH Overview
$135,000,000 • Rigorous process for
vetting projects and
Unlevered Capital Returns of 7.2x determining pricing
$115,000,000
on Each Dollar of Investment
• 17 attributes are
$95,000,000
evaluated
• Only the highly ranked
$75,000,000
opportunities are
advanced
$55,000,000
• All capex is underwritten
$35,000,000 $180mm Cumulative by contracts – No
$25mm EBITDA Return speculative building
Investment
$15,000,000
($5,000,000)
2.8 Yrs.
($25,000,000)
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
Click to edit footnote text
Best-in-Class Specialty Rental Unit Economics 134
Consolidated EBITDA Bridge LTM July 2018 to 2019E
EBITDA Bridge to 2019E
($ in millions)
$10.5 $165.9
$17.4 $155.4
$13.6 $2.0 ($3.0)
$125.5
Annualized Effect of
EBITDA Contribution
from Capital
Already Deployed
(1) Assumes COGS PPPD improves from $40.8 July 2018 LTM to $36.7 for 2019 to reflect increase in scale and capacity.
(2) Assumes $2.0mm in SG&A savings with the majority related to savings in personnel costs.
(3) Projected bed count of 12,989 rooms of capacity for 2019, an increase from 11,756 in July 2018 LTM. Capex spend completed in 2018.
(4) Public Company Costs; SG&A increase assumed to be $3mm/year.
(5) Assumes full year impact from current utilization.
14
Confidential Information4
Exceptional Free Cash Flow Profile
2018F Pro Forma Free Cash Flow Bridge
($ in millions)
$149.3 $2.4 $15.6
$131.3 $55.2
$14.8
$7.0
$54.3
(2)
2018F EBITDA TL Maintenance Deferred Revenue 2018F Discretionary TL Growth Capex SH Growth Capex SH Capex Facilities 2018F Free Cash
Capex (1) Free Cash Flow Improvement (3) Flow
2019E Free Cash Flow Bridge
($ in millions)
$165.9 $3.0
$13.5
$149.4 $13.0
$136.4
Free Cash Flow Profile:
~90% Free Cash Flow
Conversion with
12% Unlevered
Free Cash Flow Yield
(1)
2019E EBITDA TL Maintenance Capex Deferred Revenue(2) 2019E Discretionary SH Capex Facilities 2019E Free Cash Flow
Free Cash Flow Improvement(3)
(1) Maintenance Capex planned to increase to ~$3.0mm per year for TH beginning in 2019.
Click torevenue
(2) Deferred edit footnote text
reduction to free cash flow adjusts for receipt of upfront cash payments on contracts amortized over year as services performed.
(3) SH CapEx Facilities Improvement is to bring acquisition up to TL standards. Expected spend is ~$7mm in 2018 and ~$13mm in 2019.
15
Confidential Information5
Upside Beyond
United Forecast:
States: 206Organic Growth
Outlook andin Core
FocusBusiness (all new beds)
Minimum
Size Capex Minimum Contract
First Revenues Contracted
(~# of Beds) ($mm) Term
EBITDA ($mm)
250 Q2 2019 $3.5 3 years $4 – $5
500 Mid 2019 $25 3 years $27
320 Mid 2019 $16 3 years $17
500 Mid 2019 $25 3 – 5 years $27 – $45
700 Mid 2019 $35 3 years $38
1,000 Q3 2019 $26 3 – 5 years $34 – $55
500 Q4 2019 $22.5 3 – 5 years $18 – $31
1,200 Q4 2019 $60 3 years $65
Annual EBITDA expansion
opportunity approximating
Total Listed Above:
$213 $77 million with
4,970
36% IRR on new capital
investment
Near Term Potential to Increase EBITDA by Over 51%
165
Incremental Upside – Major Projects and M&A
A Major Projects
U.S. Government Services Contract Awarded for LOI Awarded for
Major Projects Keystone Pipeline U.S. Refinery Project
• Multiple large scale communities with • Won large catering and facilities services • LOI executed in 2018 with anticipated
facilities services contract for Keystone Pipeline 2019 start date
• • Existing 596 bed community to support
• Supporting various U.S. Federal agency Pre-work began in 2018, pending owner FID
and full contract release ~24 month project
projects subject to appropriations
• Supporting the construction of a state-of-
• Anticipated project start dates in 2019 • Approximately ~4.5 million meals across 11 the-art crude oil refinery sited on
locations over contract term approximately 150 acres in Belfield, North
Dakota – the heart of the Bakken
Total Contract
Total Contract Value
Value is expected to be
is expected to be $35mm – $45mm
$85mm – $100mm with minimal capex
B Numerous Attractive M&A Consolidation Opportunities
Company Description Number of Sites Number of Beds
Company A Regional Accommodations Provider 3 520
Company B Regional Accommodations Provider 4 3,000
Company C Regional Accommodations Provider 2 800
Click to editCompany D
footnote text Regional Accommodations Provider 5 1,800
17Appendix
18Entrepreneurial Team with Proven Execution Capabilities Supported by
Experienced Board
Management Team
Brad Archer: President & Chief Executive Officer • TL’s Core Management Team has
25 years in the modular, lodging and hospitality industries (Including 5 with been together since the “beginning”
public companies) • TL has the most experienced team in
Extensive track record of success in executive management
the industry
Responsible for running all facets of business including strategy and operations
• Hospitality, overall accommodations
Andy Aberdale: Chief Financial Officer
operations, sales and construction are
20+ years of experience in finance, accounting, operations and technology
industry leading
positions
Leads Target’s tactical and strategic financial and administrative operations • The TL Team is driven by our core
values. A high integrity and
Troy Schrenk: Chief Commercial Officer personally committed team motivated
18 years in real estate, modular and community development, strategy and by service excellence and execution,
marketing/sales with public and private companies and delivering on the promises we’ve
made to our customers
Board of Directors
Stephen Robertson: Chairman of Target Hospitality, Co-Founder TDR Capital • Stephen and Gary have been
30 years of private equity experience instrumental in the growth of Algeco
Previously Chairman of Algeco Europe and current board member of and Williams Scotsman and are both
Algeco Scotsman currently on the TL Board of Directors
Gary Lindsay: Partner, TDR Capital
• Jeff was a Double Eagle Founder and
15 years of private equity experience
Day-to-day management of Algeco investment since 2010
is currently on the WSC Board of
Current board member of WSC and Algeco Scotsman Directors
Jeff Sagansky: CEO of Platinum Eagle Acquisition Corp. • Stephen, Gary and Jeff collaborated on
Experienced media/communications investor and studio/network CEO and completed successful SPAC
Sponsor and President of Global Eagle and Silver Eagle merger between Double Eagle
Serves on Board of Global Eagle
Acquisition Corp. and Williams
Sponsor of Double Eagle Acquisition Corp. and current WillScot Corporation
board member
Scotsman
19Growth and Stability
Capitalizing on Long-Term Massive Investment in U.S. Shale
Target Lodging Utilization vs. Oil Prices
• Permian is most attractive U.S. shale 120% $120
basin and critical to U.S. energy 100% $100
Percentage Utilization
independence
80% $80
$ Per Barrel
• 60 billion of reserves with production 60% $60
forecasts of 5 Mbpd by 2022(1) 40% $40
20% $20
• Lowest cost of U.S. oil production
0% $-
onshore and the 4th lowest in
Jul-14
Jul-15
Jul-16
Jul-17
Jul-18
Jan-14
Nov-14
Jan-15
Nov-15
Jan-16
Nov-16
Jan-17
Nov-17
Jan-18
Sep-14
Sep-15
Mar-14
May-14
Mar-15
May-15
Mar-16
May-16
Sep-16
May-17
Sep-17
Mar-17
Mar-18
May-18
the world(2)
Permian Basin Utilization Cushing OK WTI Spot Price FOB $/bbl
• $2 of every $10 spent globally on
Target Lodging Utilization vs. Basin Oil Production(3)
oilfield services and equipment is
120% 4,000,000
spent in the Permian(1)
3,500,000
100%
$76
Percentage Utilization
3,000,000
• Breakevens cut by 67% from peak to
Barrels Per Day
80%
2,500,000
trough, driven by productivity gains
60% 2,000,000
1,500,000
− Creates greater production 40%
stability and resiliency 1,000,000
20% $32(4)
500,000
0% -
Jul-14
Jul-15
Jul-16
Jul-17
Jul-18
Jan-14
Sep-14
Nov-14
Jan-15
Sep-15
Nov-15
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Mar-14
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Mar-17
Mar-18
May-14
May-15
May-16
May-17
May-18
(1) Spears & Associates and IHS Markit.
(2) Wood McKenzie, Redburn research.
(3) PetroNerds, DrillingInfo, and Enterprise Products Partners.
Permian Basin Utilization Permian Basin Production
(4) 2017/18 breakeven represents 2017 and YTD 2018 average basin half-cycle
iiiiiiibreakeven. Permian Basin Breakeven ($ per barrel)
204
TH’s Upside: Data Analytics Driving the Business
Commercial Processes (Systems) Management (People)
• Revenue optimization tactics • Review of:
• Review weekly rates & utilization trends − Employee staffing management
Weekly • Monitor and coach sales performance − Food usage and spoilage mgmt
Weekly
• Weekly sales/BD call to review − House keeping staffing
− Regional activity, major projects − Security staffing
Sales and Operational Planning Process
• Demand & supply analysis; • Detailed COGS review
• Dynamic pricing; pricing analysis − Labor; employee: customer ratios
Monthly (ADR/RevPar Metrics) − Food; per person per night (pppn)
Monthly • Inventory management /optimization analysis
analysis • Community comparisons;
• Distribution channel analysis − Best practice sharing
− Community profitability
• Customer Experience Management • Detailed COGS review
• Contract analysis • Community profitability
Quarterly • Inventory management and • Fleet review, and relocation planning
Quarterly Optimization analysis • Quarterly forecasts (3+9F, 6+6F, 9+3F)
• Pricing analysis (ADR/RevPar Metrics)
• Make strategic adjustments based on
analysis
• Update sales & marketing plans • Annual budget $149.3
$165.9
• Pricing analysis (ADR/RevPar Metrics) • 3 year forecasts $125.5
• Distribution channel analysis
$91.1
$82.0
Annually • Review business segmentation and
geographies
• Profit analysis
2016A 2017A LTM July 2018 2018F 2019E
TH’s New Data Analytics Used to Optimize and Drive Utilization, ADR and Rental Revenue 21Illustrative Transaction Framework
Key Transaction Terms Pro Forma Ownership
• $1,311mm purchase price
PF equity value breakdown Ownership PF Shares
− Implied purchase multiple of 7.9x 2019E EBITDA
− Assumes 2019E EBITDA of $166mm SPAC shareholders 30.8% 32.5mm
• SPAC founder shares structured as an earnout, with 6.1mm vesting SPAC sponsor promote shares 5.8% 6.1mm
upfront and the remaining shares vesting 50% at $12.50 and 50% at
$15.00 PIPE shareholders 7.6% 8.0mm
• $80mm PIPE raised alongside the transaction Sellers rollover equity 55.9% 59.1mm
• Assumes $325mm of SPAC proceeds remain in trust at close
Total shares outstanding 100.0% 105.7mm
• The transaction results in a fully-diluted multiple of 8.4x TEV / 2019E
EBITDA
Transaction Sources and Uses ($mm) Pro Forma TEV ($mm)
Sources Uses
$1,503
$1,397
EAGL cash in trust(1) $325.0
Cash to sellers $720.0 1,600.0
$67
1,400.0 $61
PIPE raise $80.0
1,200.0
Implied EV
$650
Sellers roll-over equity $591.0 1,000.0 $591
Debt raise $340.0 800.0
$80 $88
600.0
$325 $358
Deal expenses $25.0
Sellers roll-over equity $591.0 400.0
200.0 $340 $340
Total sources $1,336.0 Total uses $1,336.0 0.0
Before announcement Publicly-traded PF company
Net debt SPAC shareholders PIPE investment Sellers rollover Sponsor shares
(1)Click to in
Cash edit
trustfootnote textclose may be greater than $325mm given the investment yield. Any accrued interest will be added to cash consideration to sellers and an equal amount will be deducted
at transaction
from seller roll-over equity. As of June 30, 2018, accrued interest in the trust is $2.2mm.
22Superior ROIC Compared to Specialty Rental Comparables
• Superior returns enhanced by positive differentiation in Target business model
− Highest profitability – Specialty Rental industry leading EBITDA margins of ~52%
− Long-term contracts with entire capital outlay returned through initial contract
− Low maintenance expense and superior FCF characteristics
− Heightened returns on capital from attached catering and hospitality services
Characteristic Specialty Rental Market Leaders (1)
Market Leader
Average Unit Cost $32,400 $3,000 $50,000(5)
Average Daily Rental Rate(2) $30.00 ± $3.33 $70.00(6)
Average Revenue Payback
~36 months ~30 months ~24 months
Period(3)
Target Time Utilization 80% 75% 95%
Average Economic Life 20 years 30 years 20+ years
Multiple of Cost Returned Over
5.3x 9.0x 9.7x
Asset Life(4)
EBITDA Margin ~30% ~35% ~52%
Note: Table analyzes return on new capital investment by specialty rental verticals.
(1) Source: Public filings.
(2) Average daily rate for WSC and MINI calculated by dividing original unit cost by the average revenue payback period assuming a 30 day month.
(3) Calculated by dividing original unit cost by the average monthly rental revenue (not time utilization adjusted).
(4) Represents utilization adjusted revenue earned over useful life divided by original equipment cost.
(5) Represents average cost per bed. 23
(6) Portion of $95 ADR attributed to facilities (73.3%) based on July 2018 YTD revenue.Target Comparables Universe
Dollars in millions, Current
except per share data Price Market Enterprise EV as a Multiple of LTM 1 Forward EBITDA2 Pric
Company 11/26/2018 Value Value Revenue EBITDA 2018E 2019E
Specialty Rental Services Companies
Mobile Mini $38.52 $1,739 $2,652 $579 $210 $217 $234
LTM: 09/30/18 4.6x 12.7x 12.2x 11.3x
WillScot Corp3 $13.58 $1,434 $3,144 $1,058 $275 $294 $346
LTM: 09/30/18 3.0x 11.4x 10.7x 9.1x
Mean: 3.8x 12.0x 11.5x 10.2x
Median: 3.8x 12.0x 11.5x 10.2x
Catering and Hospitality Companies
Aramark $37.15 $9,323 $16,331 $15,790 $1,728 $1,690 $1,790
LTM: 09/30/18 1.0x 9.5x 9.7x 9.1x
Compass Group $21.73 $34,413 $38,951 $30,868 $2,973 $2,920 $3,109
LTM: 09/30/18 1.3x 13.1x 13.3x 12.5x
Sodexo $104.75 $15,446 $18,145 $24,309 $1,565 $1,666 $1,752
LTM: 08/31/18 0.7x 11.6x 10.9x 10.4x
Mean: 1.0x 11.4x 11.3x 10.7x
Median: 1.0x 11.6x 10.9x 10.4x
(1) EBITDA figures are all restated for extraordinary items.
(2) Latest Thomson/FirstCall/Bloomberg estimates and Wall Street Research.
(3) Market Value calculated using treasury stock method to quantify impact of Founder Shares and Warrants. Enterprise Value, Revenue and EBITDA are pro forma for the acquisitions of Acton Mobile,
Tyson Onsite and ModSpace. 2018E EBITDA based on midpoint of WSC guidance ($210-$220 million) plus estimated pre-acquisition contribution of ModSpace of $78.6 million. 2019E EBITDA based on
Oppenheimer research dated November 11, 2018. 2425
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