Business Context and Reporting Period
This Form 8-K, dated August 13, 2019, is filed by TPG Pace Holdings Corp. (the "Company"), a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC). The filing details an amendment to the Transaction Agreement regarding the proposed business combination with Accel Entertainment, Inc. ("Accel"). The Company intends to domesticate as a Delaware corporation and consummate the purchase of all outstanding Accel stock.
Key Financial Metrics and Transaction Details
The filing focuses on a private placement transaction rather than operational financial results for Accel or the Company. Key financial figures include:
- Original Private Placement: On June 13, 2019, the Company agreed to sell 4,403,132 shares of New Parent Class A-1 Stock to Original Investors for approximately $45 million at $10.22 per share.
- Additional Private Placement: On August 13, 2019, the Company entered into an agreement with an affiliate of Accel (the "Additional Investor") to purchase 293,543 shares of New Parent Class A-1 Stock for approximately $3 million.
- Total Private Placement: The combined transaction raises approximately $48 million.
- Use of Proceeds: Funds will be used to finance a portion of the cash consideration required for the Stock Purchase of Accel.
- Warrant Exercise Price: Existing warrants are exercisable for one Class A Ordinary Share at $11.50 per share.
The filing does not provide Accel's revenue, profit, cash flow, or debt metrics, nor does it provide the Company's current liquidity position beyond the transaction proceeds.
Material Changes and Transaction Structure
The primary material change reported is the execution of the Additional Subscription Agreement with an Accel affiliate. This expands the investor base for the PIPE (Private Investment in Public Equity) financing. The transaction is conditioned upon the satisfaction or waiver of all conditions precedent to the closing of the Stock Purchase and is expected to close concurrently with the business combination.
Outlook, Risks, and Contingencies
Extension of Deadline: The Company intends to file a proxy statement to extend the deadline to consummate a business combination from September 30, 2019, to December 31, 2019.
Material Risks and Contingencies:
- Termination Risk: The Transaction Agreement could be terminated due to various events or changes in circumstances.
- Operational Disruption: The announcement and consummation of the deal may disrupt Accel's current plans and operations.
- Legal Challenges: The filing explicitly notes litigation filed by Clairvest Equity Partners V Limited Partnership and related entities regarding the Business Combination.
- Financing Risk: There is a risk that the private placements may not be completed.
- Listing Standards: There is a risk the combined entity may fail to meet NYSE listing standards post-combination.
Investor Verification Checklist
- Verify the status of the litigation filed by Clairvest Equity Partners and its potential impact on the Transaction Agreement.
- Confirm the approval of the proposed extension of the business combination deadline to December 31, 2019, via the upcoming Extension Proxy.
- Review the upcoming Form S-4 Registration Statement for detailed financial data on Accel and the combined entity.
- Monitor the satisfaction of closing conditions for the Stock Purchase and the Private Placement.
- Assess the ability of the combined company to meet NYSE listing standards following the transaction.