Business Context and Reporting Period
This Form 8-K is filed by TPG Pace Holdings Corp. (the "Company"), a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC), on September 3, 2019. The filing addresses a proposed business combination with Accel Entertainment, Inc., an Illinois corporation, originally announced on June 13, 2019. The Company is also seeking shareholder approval to extend the deadline to consummate a business combination from September 30, 2019, to December 31, 2019.
Key Financial Metrics
This filing is a current report regarding corporate events and does not contain audited financial statements, revenue, profit, cash flow, or margin data for the reporting period. The filing text does not provide a clear value for specific financial metrics such as debt or liquidity for either the Company or Accel Entertainment within this document.
Material Changes and Events
- Proposed Business Combination: The Company provided updated information regarding the transaction to merge with Accel Entertainment, Inc.
- Extension of Deadline: The Company intends to amend its memorandum and articles of association to extend the date by which it must consummate a business combination to December 31, 2019.
- Securities Registered: The Company has Class A Ordinary Shares (TPGH), Units (TPGH-U), and Warrants (TPGH-WS) registered on the New York Stock Exchange.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The Company intends to file a registration statement on Form S-4 (including a proxy statement/prospectus) and a definitive proxy statement on Schedule 14A (the "Extension Proxy") to solicit shareholder votes. Shareholders are urged to read these documents when available.
Risks and Contingencies: The filing includes extensive forward-looking statements and identifies several risks that could cause actual results to differ materially from expectations, including:
- Termination of the Transaction Agreement or inability to complete the Business Combination.
- Disruption of current plans and operations of Accel or the Company.
- Failure to complete private placements or meet NYSE listing standards post-combination.
- Failure of Accel's acquisition of 100% of the outstanding membership interests of Grand River Jackpot, LLC.
- Failure of shareholders to approve the proposed Extension.
Investor Verification Checklist
- Verify the terms of the proposed Business Combination in the upcoming Form S-4 Registration Statement.
- Confirm the outcome of the shareholder vote on the Extension of the business combination deadline to December 31, 2019.
- Review the "Risk Factors" section in the forthcoming Registration Statement for detailed risks regarding the merger.
- Monitor the status of Accel's acquisition of Grand River Jackpot, LLC as a potential contingency.
- Check for the filing of the definitive proxy statement on Schedule 14A regarding the Extension.