Business Context and Reporting Period
This Form 8-K is filed by TPG Pace Holdings Corp. (not Accel Entertainment, Inc., which is the target of a proposed business combination) on September 20, 2019. The filing reports on an Extraordinary General Meeting (EGM) held on the same date to approve extending the deadline to consummate a business combination with Accel Entertainment, Inc. from September 30, 2019, to December 31, 2019.
Key Financial Metrics
- Redemption Activity: Holders of 3,247,267 Class A ordinary shares exercised their right to redeem shares.
- Redemption Price: Approximately $10.29 per share.
- Total Redemption Amount: Approximately $33,400,000.
- Remaining Trust Account Balance: Approximately $430,000,000 after redemptions.
- Voting Participation: 46,892,222 shares (83.364% of outstanding ordinary shares) were represented at the EGM.
Material Changes
The primary material change is the successful approval of two proposals to extend the company's liquidation deadline:
- Extension Amendment Proposal: Approved by holders of at least two-thirds of the ordinary shares represented at the EGM. This amends the memorandum and articles of association to extend the business combination deadline to December 31, 2019.
- Trust Amendment Proposal: Approved by holders of more than 65% of issued and outstanding ordinary shares. This amends the Investment Management Trust Agreement to extend the liquidation date of the Trust Account to December 31, 2019.
Both proposals received 46,892,222 "For" votes with zero "Against" or "Abstain" votes.
Outlook, Risks, and Contingencies
Outlook: The extension provides shareholders additional time to evaluate the proposed business combination with Accel Entertainment, Inc. A registration statement on Form S-4 has been filed but is not yet effective.
Risks and Contingencies: The filing lists numerous forward-looking risks, including:
- Termination of the Transaction Agreement.
- Disruption of current operations during the combination process.
- Inability to complete the proposed business combination or private placements.
- Litigation risks and failure to meet NYSE listing standards post-combination.
- Market reaction and economic factors affecting the combined entity.
Investor Verification Checklist
- Verify the effectiveness status of the Form S-4 Registration Statement regarding the Accel Entertainment merger.
- Confirm the final trust account balance and any subsequent redemption activity after September 20, 2019.
- Review the "Risk Factors" section in the final proxy statement/prospectus once the Form S-4 is declared effective.
- Monitor for any updates on the private placement subscriptions required to support the transaction.
- Check for any litigation filings related to the extension vote or the proposed business combination.