TPG Pace Holdings Corp. (“TPG Pace”) (NYSE: TPGH, TPGH.U,
TPGH.WS), a special-purpose acquisition company sponsored by an
affiliate of TPG, and Accel Entertainment, Inc. (“Accel”), which
TPG Pace is under a definitive agreement to acquire, today
announced that Clairvest Group Inc. (TSX: CVG) and Clairvest Equity
Partners V (collectively, “Clairvest”) have voluntarily dismissed
the lawsuit they filed in the Circuit Court of Cook County,
Illinois (Chancery Division) against Accel and certain shareholders
of Accel, without any consideration.
As announced on June 13, 2019, following TPG Pace’s proposed
acquisition of Accel, the combined company will retain the Accel
Entertainment name and will be a publicly listed company following
the close of the transaction which is expected to occur in November
of 2019. The transaction will be effected pursuant to the
Transaction Agreement entered into by and among TPG Pace Holdings
and the shareholders of Accel Entertainment. Immediately prior to
the consummation of the transaction, additional investors,
including affiliates of TPG Pace, will purchase ordinary shares of
TPG Pace in a $48 million private placement. After giving effect to
any redemptions by the public stockholders of TPG Pace, the
combined balance of the cash held in TPG Pace’s trust account and
proceeds from the private placement of approximately $500 million,
will be used to pay existing Accel shareholders and transaction
expenses, with the remaining cash on the balance sheet to be used
to repay existing debt or for accretive capital deployment.
Following the consummation of the transaction, TPG Pace will be
renamed Accel Entertainment and its shares will remain listed on
the New York Stock Exchange and trade using the ticker ACEL. A more
complete description of the proposed transaction can be found in
TPG Pace’s preliminary proxy statement, which will be filed with
the Securities and Exchange Commission (the “SEC”). Copies of the
definitive proxy statement, when available, can be obtained free of
charge through the methods described below.
Additional Information and Where to Find It
TPG Pace intends to file with the SEC a registration statement
on Form S-4 (the “Registration Statement”), which will include a
proxy statement/prospectus with respect to the TPG Pace’s
securities to be issued in connection with the proposed business
combination. The Registration Statement will contain important
information about the transactions contemplated by the proposed
business combination and related matters. INVESTORS AND SECURITY
HOLDERS OF TPG PACE AND ACCEL ARE URGED AND ADVISED TO READ THE
REGISTRATION STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The
Registration Statement and other relevant materials (when they
become available) and any other documents filed by TPG Pace with
the SEC may be obtained free of charge at the SEC’s website, at
www.sec.gov. In addition, shareholders will be able to obtain free
copies of the Registration Statement by directing a request to: TPG
Pace Holdings Corp., 301 Commerce Street, Suite 3300, Fort Worth,
Texas 76102, email: pace@tpg.com.
In addition, TPG Pace intends to file with the SEC a proxy
statement on Schedule 14A (the “Extension Proxy”). The Extension
Proxy will contain important information about the proposed
amendment to TPG Pace’s amended and restated memorandum and
articles of association to extend the date by which TPG Pace has to
consummate a business combination from September 30, 2019 to
December 31, 2019 (the “Extension”) and related matters. TPG PACE
SHAREHOLDERS ARE URGED AND ADVISED TO READ THE EXTENSION PROXY
CAREFULLY WHEN IT BECOMES AVAILABLE. The Extension Proxy and other
relevant materials (when they become available) and any other
documents filed by TPG Pace with the SEC may be obtained free of
charge at the SEC’s website, at www.sec.gov. In addition,
shareholders will be able to obtain free copies of the Extension
Proxy by directing a request to: TPG Pace Holdings Corp., 301
Commerce Street, Suite 3300, Fort Worth, Texas 76102, email:
pace@tpg.com.
Participants in the Solicitation
TPG Pace, Accel and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from TPG Pace’s shareholders in connection with the
proposed business combination. Information about TPG Pace’s
directors and executive officers is set forth in TPG Pace’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2018,
which was filed with the SEC on February 13, 2019. These documents
are available free of charge at the SEC’s web site at www.sec.gov,
or by directing a request to: TPG Pace Holdings Corp., 301 Commerce
Street, Suite 3300, Fort Worth, Texas 76102, email: pace@tpg.com.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to TPG Pace
shareholders in connection with the proposed business combination
will be set forth in the Registration Statement for the proposed
business combination when available. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed business combination are
included in the Registration Statement that TPG Pace intends to
file with the SEC.
TPG Pace and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from TPG Pace’s
shareholders in connection with the proposed Extension. Information
about TPG Pace’s directors and executive officers is set forth in
TPG Pace’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, which was filed with the SEC on February 13,
2019. These documents are available free of charge at the SEC’s web
site at www.sec.gov, or by directing a request to: TPG Pace
Holdings Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas
76102, email: pace@tpg.com. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of
proxies to TPG Pace shareholders in connection with the proposed
Extension will be set forth in the Extension Proxy for the proposed
Extension when available. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the proposed Extension will be included in the
Extension Proxy that TPG Pace intends to file with the SEC.
Forward Looking Statements
This press release includes “forward looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such
forward looking statements include projected financial information.
Such forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of Pace, Accel or the combined company after completion
of any proposed business combination are based on current
expectations that are subject to risks and uncertainties. A number
of factors could cause actual results or outcomes to differ
materially from those indicated by such forward looking statements.
These factors include, but are not limited to: (1) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the proposed business combination; (2) the risk
that the proposed business combination disrupts current plans and
operations of Accel or its subsidiaries or TPG Pace as a result of
the announcement and consummation of the business combination; (3)
the inability to complete the transactions contemplated by the
proposed business combination; (4) litigation relating to the
proposed business combination; (5) the inability to complete the
proposed private placements as set forth in subscription agreements
between TPG Pace and certain investors; (6) the inability to
recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things,
competition, and the ability of the combined business to grow and
manage growth profitably; (7) the ability to meet the NYSE’s
listing standards following the consummation of the transactions
contemplated by the proposed business combination; (8) costs
related to the proposed business combination; (9) changes in
applicable laws or regulations; (10) the possibility that Accel or
Pace may be adversely affected by other economic, business, and/or
competitive factors; (11) the risk that the proposals to complete
the Extension are not approved; (12) the possibility that the
acquisition of Grand River Jackpot may not occur at all, or that
the expected benefits of such acquisition may occur, and (13) other
risks and uncertainties indicated from time to time in the final
prospectus of TPG Pace, including those under “Risk Factors”
therein, and other documents filed or to be filed with the SEC by
TPG Pace. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
TPG Pace and Accel undertake no commitment to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise.
No Offer or Solicitation
This press release is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the proposed transactions
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and applicable regulations in the Cayman
Islands.
About Accel Entertainment
Accel Entertainment is the largest terminal operator of slot
machines and amusement equipment in the Illinois video gaming
market. Starting in October 2012, Accel Entertainment has been
dedicated to providing top of the line care and service to over
1,700 locations and customers across the state.
About TPG
TPG is a leading global alternative asset firm founded in 1992
with more than $108 billion of assets under management and offices
in Austin, Beijing, Boston, Dallas, Fort Worth, Hong Kong, Houston,
London, Luxembourg, Melbourne, Moscow, Mumbai, New York, San
Francisco, Seoul, and Singapore. TPG’s investment platforms are
across a wide range of asset classes, including private equity,
growth equity, real estate, credit, and public equity. TPG aims to
build dynamic products and options for its investors while also
instituting discipline and operational excellence across the
investment strategy and performance of its portfolio. For more
information, visit www.tpg.com.
About TPG Pace Group and TPG Pace Holdings
TPG Pace Group is TPG’s dedicated permanent capital platform.
TPG Pace Group has a long-term, patient, and highly flexible
investor base, allowing it to seek compelling opportunities that
will thrive in the public markets. TPG Pace Group has sponsored
three special purpose acquisition companies (“SPACs”) and raised
more than $2 billion since 2015. The first of these vehicles, Pace
Holdings Corp., was used to sponsor the public listing of Playa
Hotels and Resorts in March 2017 (NASDAQ: PLYA). The second, TPG
Pace Energy Holdings Corp., was used to sponsor the public listing
of Magnolia Oil & Gas Corporation in July 2018 (NYSE: MGY). For
more information, visit www.tpg.com/tpg-pace-holdings.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190903005886/en/
Media: For TPG Luke Barrett / Courtney Power 415
743-1550 media@tpg.com For Accel Eric Bonach Abernathy
MacGregor 212-371-5999 ejb@abmac.com
TPG Pace (NYSE:TPGH)
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TPG Pace (NYSE:TPGH)
過去 株価チャート
から 1 2024 まで 1 2025