Business Context and Reporting Period
This Form 8-K is filed by TPG Pace Holdings Corp. (the "Company") on November 6, 2019. The filing details the entry into material agreements regarding the proposed business combination with Accel Entertainment, Inc. ("Accel"). The Company is a Cayman Islands exempted company and an emerging growth company.
Key Financial Metrics
This filing is a current report regarding corporate governance and transaction agreements. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for the Company or Accel. The filing text does not provide a clear value for any financial performance indicators.
Material Changes and Agreements
- Nominating and Support Agreement: On November 6, 2019, the Company, New Pace LLC, and the Clairvest Investors (Clairvest Equity Partners V, V-A, and Co-Investment) entered into an agreement. In exchange for the Clairvest Investors joining the Transaction Agreement and electing to receive shares (rather than cash) in the Business Combination, the Company agreed to appoint Kenneth B. Rotman to its Board of Directors upon closing.
- Board Representation: The Company agreed to nominate one individual (an "8% Nominee") to the Board at any election meeting, provided the Clairvest Investors hold at least 8% of the outstanding Class A-1 common stock until the earlier of the loss of that threshold or the seven-year anniversary of the Business Combination closing.
- Voting Commitments: The Clairvest Investors agreed to vote their shares in favor of directors nominated by the Board. Additionally, a Mutual Support Agreement was signed between the Clairvest Investors and the Rubenstein Parties (Andrew and Gordon Rubenstein) to support each other's nominees.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the ability to consummate the Business Combination and the future financial performance of the combined entity. Management cautioned that actual results may differ materially due to various risks, including:
- Termination of the Transaction Agreement.
- Disruption of current plans and operations of Accel or the Company.
- Inability to complete the proposed Business Combination or private placements.
- Litigation relating to the transaction.
- Inability to retain key employees or directors.
- Failure to meet NYSE listing standards post-consummation.
- Market reaction and liquidity issues.
Investor Verification Checklist
- Verify the definitive proxy statement/prospectus filed on Form S-4 (effective October 29, 2019) for detailed terms of the Business Combination.
- Confirm the status of the Transaction Agreement and whether the Clairvest Investors have maintained their 8% ownership threshold.
- Review the Nominating and Support Agreement (Exhibit 10.1) and Mutual Support Agreement (Exhibit 99.1) for specific voting obligations and conditions.
- Monitor for any litigation or regulatory actions that could impede the closing of the Business Combination.
- Check for updates on the appointment of Kenneth B. Rotman to the Board upon the closing of the transaction.