Business Context and Reporting Period
This Form 8-K, dated November 15, 2019, reports on the Extraordinary General Meeting (EGM) of TPG Pace Holdings Corp. (the "Company"). The filing details the shareholder approval of a Business Combination with Accel Entertainment, Inc. ("Accel"). The transaction involves the Company acquiring shares of Accel and merging Accel into a subsidiary of the Company. The Company anticipates closing the transaction on November 20, 2019, or shortly thereafter.
Key Financial Metrics
This filing is a current report regarding corporate governance and transaction approvals. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for either TPG Pace Holdings Corp. or Accel Entertainment, Inc. The filing text does not provide a clear value for any financial performance indicators.
Material Changes and Voting Results
Shareholders representing 85.60% of outstanding ordinary shares voted at the EGM. All six proposals submitted were approved:
- Business Combination Proposal: Approved with 44,515,676 votes "For" and 857,081 "Against". This authorizes the acquisition of Accel.
- Domestication Proposal: Approved with 43,707,808 votes "For" and 1,664,949 "Against". This changes the Company's jurisdiction from the Cayman Islands to Delaware.
- NYSE Proposal: Approved with 43,815,676 votes "For" and 1,557,081 "Against". This authorizes the issuance of more than 20% of common stock to Accel shareholders.
- Charter Proposal: Approved with 41,732,782 votes "For" and 3,635,195 "Against". This adopts the amended and restated certificate of incorporation.
- LTIP Proposal: Approved with 42,707,328 votes "For" and 2,665,429 "Against". This adopts the Accel Entertainment, Inc. Long Term Incentive Plan.
- Governance Proposals (6A-6F): All six sub-proposals regarding share capital, board classification, written consent removal, exclusive forum selection, and ownership restrictions were approved by majority vote.
Outlook, Risks, and Management Commentary
Management announced that the Company anticipates closing the Business Combination on November 20, 2019, subject to the satisfaction or waiver of remaining conditions under the Transaction Agreement. The filing notes that the Company is an emerging growth company. Specific risks, contingencies, or unusual items beyond the standard closing conditions of the merger are not detailed in this specific filing.
Investor Verification Checklist
- Verify the final closing date of the Business Combination, currently anticipated for November 20, 2019.
- Confirm the satisfaction of all remaining conditions under the Transaction Agreement.
- Review the amended and restated certificate of incorporation for the post-merger entity.
- Monitor the implementation of the Accel Entertainment, Inc. Long Term Incentive Plan (LTIP).
- Check for any regulatory approvals required for the gaming ownership restrictions approved in Proposal 6E.