Business Context and Reporting Period
This Form 8-K is filed by TPG Pace Holdings Corp. (the "Company") on July 22, 2019. The filing details amendments to a Transaction Agreement regarding the proposed acquisition of Accel Entertainment, Inc. ("Accel") and updates on related legal and corporate governance matters. The Company is a Cayman Islands exempted company and an emerging growth company.
Key Financial Metrics
This filing is a current report regarding material agreements and events; it does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data for the Company or Accel.
Material Changes and Events
- Amendment to Transaction Agreement: On July 22, 2019, the Company and sellers entered into Amendment No. 1 to the Transaction Agreement. Key changes include:
- Extension of the termination date for the Stock Purchase from September 30, 2019 (previously extendable to November 15, 2019) to November 30, 2019.
- Provision of a Registration Rights Agreement for certain post-closing stockholders.
- Granting the right to nominate a board member to any person holding at least 8% of the Company's voting stock immediately following the Stock Purchase.
- Legal Litigation: On July 16, 2019, Clairvest Equity Partners V Limited Partnership and affiliates filed a lawsuit ("Clairvest Litigation") in the Circuit Court of Cook County, Illinois, relating to the Stock Purchase. The Company is monitoring the situation and considering remedies.
- Drag-Along Rights Exercise: On July 23, 2019, Dragging Shareholders issued a Drag-Along Notice to Accel and certain shareholders, exercising rights to compel non-signatory shareholders to join the Transaction Agreement. Shareholder Representatives were appointed as proxies to vote on behalf of all Accel shares.
Guidance, Outlook, and Risks
- Closing Timeline: The Company anticipates the Stock Purchase will close in the first half of the fourth quarter of 2019.
- Extension Proposal: The Company plans to file a proxy statement (Schedule 14A) to seek shareholder approval to extend the deadline to consummate a business combination from September 30, 2019, to December 31, 2019.
- Risks and Contingencies:
- Termination of the Transaction Agreement due to events or changes in circumstances.
- Disruption of Accel's or the Company's operations due to the pending transaction.
- Outcome of the Clairvest Litigation.
- Inability to complete private placements or meet NYSE listing standards post-closing.
- Failure of shareholders to approve the proposed Extension.
Investor Verification Checklist
- Verify the status and potential impact of the Clairvest Litigation on the transaction timeline.
- Review the upcoming Registration Statement on Form S-4 and the Extension Proxy on Schedule 14A for detailed terms and risk factors.
- Confirm the outcome of the shareholder vote required to extend the business combination deadline to December 31, 2019.
- Monitor the exercise of drag-along rights and the joinder of remaining Accel shareholders to the Transaction Agreement.
- Assess the implications of the new November 30, 2019 termination date for the Stock Purchase.