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 October 14, 2019. The filing addresses a proposed business combination with Accel Entertainment, Inc., an Illinois corporation. The transaction was originally announced on June 13, 2019, and this report provides an update regarding the filing of a preliminary registration statement on Form S-4.
Financial Metrics
This filing is a current report regarding a corporate event and does not contain specific financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for either TPG Pace Holdings Corp. or Accel Entertainment, Inc. for the reporting period. The document references an investor presentation (Exhibit 99.1) for further details but does not include the numerical data within the text of the 8-K itself.
Material Changes
The primary material event reported is the progression of the proposed Business Combination:
- The Company has filed a preliminary registration statement on Form S-4 with the SEC.
- The Company intends to file a definitive registration statement on Form S-4, which will include a proxy statement/prospectus.
- Shareholders are advised to review the preliminary and definitive registration statements for important information regarding the transaction.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The filing contains forward-looking statements regarding the ability to consummate the Business Combination, the anticipated benefits, and the future financial performance of the combined entity. Management notes that these statements are based on current expectations and assumptions.
Risks and Contingencies: The filing explicitly lists numerous factors that could cause actual results to differ materially from expectations, including:
- Termination of the Transaction Agreement.
- Disruption of current plans and operations of Accel or the Company.
- Inability to complete the proposed Business Combination or related private placements.
- Litigation relating to the Business Combination.
- Inability to retain key employees or directors.
- Failure to meet NYSE listing standards post-consummation.
- Failure to realize expected benefits from Accel's acquisition of Grand River Jackpot, LLC.
Key Facts for Investor Verification
- Transaction Status: Verify the status of the definitive Form S-4 registration statement and the proxy statement/prospectus.
- Shareholder Action: Confirm the timeline for shareholder votes required to approve the Business Combination.
- Financial Details: Review the attached Investor Presentation (Exhibit 99.1) and the Form S-4 for specific valuation, deal structure, and financial projections, as they are not in this 8-K text.
- Risk Factors: Assess the specific risks related to the acquisition of Grand River Jackpot, LLC and the potential disruption to Accel's operations.
- Participants: Identify directors and executive officers of both companies deemed participants in the proxy solicitation as detailed in the upcoming Registration Statement.