Clairvest to roll 100% of its existing
investment in Accel Clairvest’s Ken Rotman to join Accel Board at
close of TPG Pace / Accel transaction
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” or the
“Company”), a leading gaming-as-a-service provider, are pleased to
announce their intention to appoint Ken Rotman, Chief Executive
Officer and Managing Director at Clairvest Group Inc. (TSX: CVG)
(“Clairvest”), to Accel’s Board of Directors, consistent with the
terms of the amended Transaction Agreement. Mr. Rotman’s
appointment is a result of Clairvest’s election to receive TPG Pace
stock in connection with the acquisition of Accel by TPG Pace.
Clairvest, one of the most seasoned investors in the gaming sector
with over 20 years of experience investing in gaming assets, is the
largest Accel shareholder and will be the largest shareholder of
the combined company going forward. Mr. Rotman will join the Accel
Board of Directors upon the closing of the transaction.
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“We are pleased to welcome Ken to the Accel Board,” said Karl
Peterson, President and CEO of TPG Pace. “Ken brings to our Board
decades of business building experience and financial acumen that
will be valuable as Accel continues to deliver on its long-term
growth strategy as a publicly traded company later this year. We
appreciate the opportunity to work closely with Ken and look
forward to his contributions.”
Ken Rotman commented, “Having initially invested in Accel in
2016, Clairvest has a deep understanding of the company’s unique
value proposition and opportunities present in the market. We view
Accel as one of the most exciting gaming opportunities in North
America today. Accordingly, we are pleased to remain a significant
shareholder in the combined Accel / TPG Pace company at the close
of the transaction, and will be rolling 100% of our existing
investment. I look forward to this new phase for Accel and to
working with the other board members and management team
constructively as we create meaningful value.”
Mr. Rotman earned a B.A. from Tufts University, an M.Sc. from
the London School of Economics and an M.B.A. from New York
University. He is currently a member of the Clairvest board of
directors and numerous private companies (including several
Clairvest portfolio companies) and charitable organizations.
Mr. Rotman’s appointment will be effective upon the closing of
the transaction, at which point he will join the previously
announced Accel Board members, all of whom remain subject to any
applicable regulatory approvals. In addition to Mr. Rotman, the
Accel Board will be comprised of: Karl Peterson, TPG Pace President
and CEO (Chairman of the Board); Andy Rubenstein, Accel Co-Founder
and CEO; Gordon Rubenstein, Accel Co-Founder; David “Buzz”
Ruttenberg, Founder and Chairman Emeritus, Belgravia Group; Eden
Godsoe, VP of operations at Zeus Living; and Kathleen Philips,
former CFO and Chief Legal Officer of Zillow Group.
About Accel
Accel is the largest terminal operator of slot machines and
amusement equipment in the Illinois video gaming market. Starting
in October 2012, Accel has been dedicated to providing top of the
line care and service to more than 2,200 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.
Additional Information and Where to Find It
TPG Pace has filed with the SEC a registration statement (the
“Registration Statement”), which was declared effective on October
29, 2019 and which includes a proxy statement/prospectus with
respect to TPG Pace’s securities to be issued in connection with
the proposed business combination contemplated by the amended
Transaction Agreement (the “Business Combination”). The
Registration Statement and the accompanying definitive proxy
statement/prospectus contains important information about the
proposed Business Combination and related matters. COMPANY
SHAREHOLDERS ARE URGED AND ADVISED TO CAREFULLY READ THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS. The Registration Statement, the
definitive proxy statement/prospectus, other relevant materials and
any other documents filed by the Company 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.
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 the 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 Company
shareholders in connection with the proposed Business Combination
are set forth in the Registration Statement for the proposed
Business Combination. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the proposed Business Combination is included in
the Registration Statement that TPG Pace has filed with the
SEC.
Forward Looking Statements
This Current Report includes “forward looking statements” as
defined within the Private Securities Litigation Reform Act of 1995
and within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act. All statements, other than
statements of present or historical fact included in this Current
Report regarding the proposed Business Combination, TPG Pace’s
ability to consummate the Business Combination, the benefits of the
Business Combination and the future financial performance of TPG
Pace following the Business Combination, as well as TPG Pace’s
strategy, future operations, financial position, estimated
revenues, and losses, projected costs, prospects, plans and
objectives of management are forward looking statements.
Forward-looking statements may be identified by the use of words
such as “could,” “should,” “will,” “may,” “forecast,” “intend,”
“seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,”
“plan,” “outlook,” and “project” and other similar expressions (or
negative versions of such words or expressions) that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements are based on
management’s current expectations and assumptions about future
events and are based on currently available information as to the
outcome and timing of future events. 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 Transaction Agreement and 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 proposed
Business Combination; (4) litigation relating to the Business
Combination; (5) the inability to complete the private placements
as set forth in the Subscription Agreements; (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 inability to successfully retain
or recruits officers, key employees, or directors following the
Business Combination; (8) effects on Pace's public securities'
liquidity and trading; (9) the market's reaction to the Business
Combination; (10) the inability to meet the NYSE’s listing
standards following the consummation of the Business Combination;
(11) the lack of a market for TPG Pace's securities; (12) TPG
Pace's and Accel's financial performance following the Business
Combination; (13) costs related to the proposed Business
Combination; (14) changes in applicable laws or regulations; (15)
the possibility that TPG Pace or Accel may be adversely affected by
other economic, business, and/or competitive factors; (16) the
possibility that the expected benefits of Accel’s acquisition of
100% of the outstanding membership interests of Grand River
Jackpot, LLC may not occur; and (17) other risks and uncertainties
indicated from time to time in the Registration Statement,
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. Forward-looking statements
included in this Current Report speak only as the date of this
Current Report, TPG Pace undertakes no commitment to update or
revise the forward looking statements, whether as a result of new
information, future events or otherwise.
Disclaimer
This communication 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 Business
Combination 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 and applicable regulations in the Cayman
Islands.
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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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