Business Context and Reporting Period
This Form 8-K, dated June 27, 2017, reports the consummation of the initial public offering (IPO) by TPG Pace Holdings Corp. (the "Company"). The filing details the closing of the IPO and the simultaneous private placement of warrants. Note: The metadata provided lists "Accel Entertainment, Inc.", but the filing text explicitly identifies the registrant as TPG Pace Holdings Corp., a Cayman Islands entity.
Key Financial Metrics
| Metric | Value |
|---|---|
| Units Sold in IPO | 45,000,000 (including 5,000,000 from over-allotment) |
| Offering Price per Unit | $10.00 |
| Gross Proceeds from IPO | $450,000,000 |
| Private Placement Warrants Sold | 7,333,333 |
| Price per Private Placement Warrant | $1.50 |
| Gross Proceeds from Private Placement | Approximately $11,000,000 |
| Total Funds in Trust Account | $450,000,000 |
| Warrant Exercise Price | $11.50 per share |
Liquidity and Debt: The filing does not report operating revenue, profit, or cash flow from operations as the Company is a special purpose acquisition company (SPAC) formed for the purpose of effecting a business combination. The Company has no debt reported in this filing. Liquidity is primarily held in a trust account.
Material Changes and Structure
The primary material event is the transition from a private entity to a public company via the IPO. Key structural details include:
- Trust Account: $450,000,000 was deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. This amount includes $441,000,000 from the IPO (including $15,750,000 of deferred underwriting discount) and $9,000,000 from the private placement.
- Use of Proceeds: Funds in the trust are restricted until the completion of an initial business combination, a shareholder vote to amend the charter, or a liquidation event if no combination occurs within 24 to 27 months.
- Working Capital: The Company may access interest earned on the trust funds (up to $750,000 annually) for working capital and tax payments.
Outlook, Risks, and Contingencies
Outlook and Timeline: The Company has 24 months (extendable to 27 months) from the closing of the IPO to complete an initial business combination. If unsuccessful, the Company must redeem 100% of public shares.
Risks and Contingencies:
- Redemption Risk: Public shareholders may redeem their shares if the Company fails to complete a business combination within the specified timeframe.
- Warrant Restrictions: Private Placement Warrants held by the Sponsor (TPG Pace II Sponsor, LLC) are non-transferable until 30 days after the business combination and are non-redeemable while held by the Sponsor.
- Deferred Discount: $15,750,000 of underwriting fees are deferred and payable only upon the completion of a business combination.
Investor Verification Checklist
- Verify the exact timeline for the mandatory redemption of shares if no business combination is completed within 24 or 27 months.
- Confirm the terms of the deferred underwriting discount ($15,750,000) and the conditions for its payment.
- Review the specific restrictions on the transferability of Private Placement Warrants compared to public warrants.
- Monitor the Company's ability to generate sufficient interest income from the trust account to cover working capital needs without accessing principal.
- Check for any subsequent filings regarding the identification of a target business for the initial combination.