TABLE OF CONTENTS

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FREQUENTLY USED TERMS

In this proxy statement/prospectus:

“Accel” means Accel Entertainment, Inc., an Illinois corporation, and, unless the context otherwise requires, its consolidated subsidiaries.

“Accel Articles” means the Second Amended and Restated Statement of Designation of Preferred Shares of Accel Entertainment, Inc., dated as of March 7, 2016.

“Accel Material Adverse Effect” means any fact, circumstance, occurrence, condition, change, development, event or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the financial condition, business, assets, liabilities or results of operations of Accel and its subsidiaries, taken as a whole, or that prevents or materially delays or impairs, or would reasonably be expected to prevent or materially delay or impair, the ability of Accel to consummate the transactions contemplated by the Transaction Agreement; provided, that, in no event shall any of the following constitute an Accel Material Adverse Effect: (i) any occurrence, condition, change, development, event or effect resulting from or relating to changes in general economic, regulatory or political conditions or conditions in the United States, the markets where Accel and its subsidiaries operate or worldwide capital markets; (ii) any occurrence, condition, change, development, event or effect that affects the industries in which Accel and its subsidiaries operate generally (including changes in commodity prices, general market prices and regulatory changes); (iii) the outbreak or escalation of hostilities, the declaration of a national emergency or war, the issuance of health advisories or the occurrence of any other similar calamity or crisis, including natural disasters and acts of terrorism; (iv) any change in applicable law, or the interpretation or enforcement policy thereof after the date of the Transaction Agreement; (v) any change in accounting requirements or principles imposed upon Accel or its subsidiaries or their respective businesses after the date of the Transaction Agreement; (vi) the announcement or pendency of the transactions contemplated by the Transaction Agreement; and (vii) any failure (but not the underlying cause of such failure) to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flows or cash position; provided, further, that the exceptions in clauses (i) through (iv) shall only apply to the extent that Accel and/or its subsidiaries are not, or would not reasonably be expected to be, adversely affected in a disproportionate manner relative to other participants in the markets or industries in which Accel and its subsidiaries operate.

“Accel Shareholders Agreement” means the Shareholders Agreement, dated as of March 9, 2016, by and between Accel and the Shareholders named therein.

“Accel Stock” means the common stock and preferred stock of Accel.

“Additional Investor” means that certain investor that is an accredited investor (as defined by Rule 501 of Regulation D) and party to the additional subscription agreement, dated as of August 13, by and between Pace and such investor.

“Antitrust Division” means the Antitrust Division of the U.S. Department of Justice.

“Articles” means the amended and restated memorandum and articles of association of Pace, effective June 27, 2017.

“ASC” means Accounting Standards Codification.

“Business Combination” means all of the transactions contemplated by the Transaction Agreement, including among other things: (i) the Stock Purchase; (ii) the Merger; (iii) the Pace Domestication, (iv) the Sponsor Transactions; (v) the distribution by Pace Sponsor of all of its Class A-1 Shares, Class A-2 Shares and remaining Private Placement Warrants to the Pace Sponsor Members and (vi) the Director Class F Share Exchange.

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“Business Combination Private Placement” means the private placement of Class A-1 Shares and Class A-2 Shares with Business Combination Private Placement Sellers pursuant to Section 4(a)(2) of the Securities Act, pursuant to the terms of the Transaction Agreement, the Key Holder Support Agreement and the Holder Support Agreement.

“Business Combination Private Placement Sellers” means those Sellers that are party to the Key Holder Support Agreement or the Holder Support Agreement, all of whom are “accredited investors” (as defined by Rule 501 of Regulation D).

“CAGR” means compounded annual growth rates.

“Cash Election” means an election by a Seller to receive, in exchange for its shares of Accel Stock, cash in lieu of Class A-1 Shares pursuant to the terms of the Transaction Agreement.

“Cash Election Agreement” means that certain Cash Election Agreement to be mailed or transmitted to record holders of Accel Stock, pursuant to which such holders of record of Accel stock make a Cash Election.

“Cayman Pace” means TPG Pace Holdings Corp., a Cayman Islands exempted company.

“Charter Filing” means the filing of the Proposed Charter with the Secretary of State of the State of Delaware.

“Clairvest” means Clairvest Group, Inc.

“Clairvest Investors” means collectively Clairvest Equity Partners V Limited Partnership, an Ontario limited partnership, Clairvest Equity Partners V-A Limited Partnership, an Ontario limited partnership, and CEP V Co-Investment Limited Partnership, a Manitoba limited partnership.

“Clairvest Litigation” means the lawsuit relating to the Business Combination, filed by the Clairvest Plaintiffs on July 16, 2019 in the Circuit Court of Cook County, Illinois, County Department, Chancery Division, naming Accel, Jeffrey C. Rubenstein, Andrew Rubenstein, Gordon Rubenstein and David W. Ruttenberg, as defendants, and voluntarily dismissed without prejudice on August 20, 2019.

“Clairvest Plaintiffs” means Clairvest Equity Partners V Limited Partnership, acting through its general partner Clairvest GP Manageco Inc., Clairvest Equity Partners V-A Limited Partnership, and CEP V Co- Investment Limited Partnership, through their general partner Clairvest General Partner V L.P., through its general partner Clairvest GP (GPLP) Inc.

“Class A-1 Shares” means the shares of Class A-1 common stock, par value $0.0001 per share, of Pace.

“Class A-2 Shares” means the shares of Class A-2 common stock, par value $0.0001 per share, of Pace.

“Class F Shares” means the shares of Class F common stock, par value $0.0001 per share, of Pace.

“Class F Share Exchange” means the Sponsor Class F Share Exchange and the Director Class F Share Exchange.

“Common Stock” means the Class A-1 Shares, the Class A-2 Shares and the Class F Shares.

“Company Alternative Transaction” means any potential acquisition (whether by purchase of stock or assets or otherwise) of equity interests in Accel or its subsidiaries or of all or any material portion of the assets of Accel or its subsidiaries or any other transaction involving a change in ownership, or a debt or equity financing of Accel with any person (other than Pace, its subsidiaries and their respective representatives).

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“Continental Warrant Agreement” means that certain Warrant Agreement, by and between Pace and Continental Stock Transfer & Trust Company, as warrant agent, dated as of June 27, 2017.

“Court of Chancery” means the court of chancery in the State of Delaware.

“Credit Agreement” means that certain Third Amended and Restated Loan and Security Agreement, dated as of April 10, 2018 (as amended by that certain First Amendment to Third Amended and Restated Loan and Security Agreement, dated as of August 22, 2019), among, inter alios, Accel Entertainment Gaming, LLC, as borrower, the financial institutions party thereto as lenders and CIBC Bank USA, as administrative agent, as in effect on the date of the Transaction Agreement and/or as amended in accordance with the terms of the Transaction Agreement.

“Deferred Discount” means the deferred discount of 3.50% of the gross proceeds of the Pace IPO, or $15,750,000, that Pace is committed to pay to the underwriters upon the completion of an initial business combination.

“DGCL” means the General Corporation Law of the State of Delaware.

“Director Class F Share Exchange” means the exchange by the independent directors of Pace, pursuant to the Director Letter Agreements, of an aggregate of 200,000 Class F Shares owned by such directors for an equal number Class A-1 Shares following the Pace Domestication but prior to the effectiveness of the Stock Purchase.

“Director Letter Agreements” means those certain Director Letter Agreements dated June 13, 2019, by and between Pace and each of the independent directors of Pace pursuant to which such directors agree that, following the Pace Domestication but prior to the effectiveness of the Stock Purchase, 200,000 Class F Shares owned by such directors shall be exchanged for an equal number Class A-1 Shares; and substantially in the form attached hereto as Annex H.

“Drag-Along Agreement” means that certain Drag-Along Agreement dated June 13, 2019, by and between the Dragging Shareholders and Pace, pursuant to which each Dragging Shareholder has agreed to exercise their drag-along rights pursuant to and in accordance with the Accel Articles and the Accel Shareholders Agreement, in a manner so as to facilitate consummation of the transactions contemplated by the Transaction Agreement.

“Drag-Along Notice” means the written notice dated July 23, 2019 together with any further notices as may be delivered in connection with any amendments to the Transaction Agreement, issued by the Dragging Shareholders to Accel and the Drag-Along Shareholder in connection with the Drag-Along Agreement and pursuant to the Accel Articles.

“Drag-Along Shareholders” means the shareholders of Accel that are not Dragging Shareholders.

“Dragging Shareholders” means each of the Sellers who had duly executed and delivered a signature page to the Transaction Agreement as of June 13, 2019, being parties to the Drag-Along Agreement.

“Excess Shares” means the Public Shares held in excess of 15% of the total Public Shares issued as part of the Public Units sold in the Pace IPO which any individual public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group,” as defined under Section 13 of the Exchange Act, is restricted from seeking redemption rights with respect to.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Extraordinary General Meeting” means the extraordinary general meeting of Pace in lieu of the 2019 annual general meeting of Pace that is the subject of this proxy statement/prospectus.

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“F Reorganization” means a “reorganization” within the meaning of section 368(a)(1)(F) of the U.S. Tax Code.

“FATCA” means The Foreign Account Tax Compliance Act, as reflected in Sections 1471 through 1474 of the U.S. Tax Code.

“FINRA” means the Financial Industry Regulatory Authority.

“Founder Shares” means the Class F ordinary shares, par value $0.0001 per share, of Pace.

“FTC” means the U.S. Federal Trade Commission.

“General Investors” means the Original General Investors and the Additional Investor.

“hold-per-day” means post-acquisition net video gaming revenue per VGT per day.

“Holder Support Agreement” means that certain agreement dated June 13, 2019, by and between certain Sellers and Pace, pursuant to which such Sellers agreed to make a non-binding Cash Election; and attached hereto as Annex L.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IGB” means the State of Illinois Gaming Board.

“IL Operating Subsidiary” means Accel Entertainment Gaming, LLC, an Illinois limited liability company formed in 2009 for the purposes of providing video gaming services in Illinois.

“Illinois Gaming Act” means the Illinois Video Gaming Act and amendments thereto enacted by the Illinois state legislature.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Private Placement” means the private placement of 4,696,675 Class A-1 Shares with the Investors pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, for a purchase price of $10.22 per share or gross proceeds to Pace in an aggregate amount of approximately $48 million, pursuant to the Subscription Agreements.

“Investors” means the General Investors and the Pace Affiliate.

“IRS” means the U.S. Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Key Holder Support Agreement” means that certain Key Holder Support Agreement, dated June 13, 2019, by and between Pace and certain Sellers pursuant to which such Sellers agreed to restrict the amount of Accel Stock for which they elect to receive cash (a “Cash Election”) to less than 20% of the number of shares of Accel Stock owned by such Seller and each of its affiliates on an aggregated basis; and attached hereto as Annex K.

“KPMG” means KPMG LLP, an independent registered public accounting firm.

“licensed establishments” means, collectively, authorized non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores.

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“Merger” means the merger of Accel with and into NewCo following the closing of the Stock Purchase, with NewCo surviving such merger.

“Morrow” means Morrow Sodali LLC, proxy solicitor to Pace.

“New Continental Warrant Agreement” means the warrant agreement to be entered into at the closing of the Stock Purchase, by and between Pace and Continental Stock Transfer & Trust Company as warrant agent, substantially in the form attached as Annex J.

“New Pace Warrants” means the 2,444,444 newly issued warrants of Pace, issued pursuant to the New Pace Warrant Agreement, each of which entitles the holder to purchase one Class A-1 Share at an exercise price of $11.50 per Class A-1 Share in accordance with its terms.

“New Pace Warrant Agreement” means that certain Warrant Agreement to be entered into at the closing of the Stock Purchase, by and between Pace and Sellers who will receive New Pace Warrants pursuant to which 2,444,444 New Pace Warrants will be issued; and substantially in the form attached hereto as Annex I.

“NewCo” means New Pace LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Pace.

“NYSE” means the New York Stock Exchange.

“Original General Investors” means those certain investors, other than Pace Affiliate, that are accredited investors (as defined by Rule 501 of Regulation D) and party to the Original Subscription Agreements.

“Original Investors” means the Original General Investors and Pace Affiliate.

“Original Subscription Agreements” means those certain Subscription Agreements dated as of June 13, 2019 entered into by and between Pace and the Original Investors, pursuant to which such Investors agree to subscribe for and purchase, and Pace agrees to issue and sell to the Investor, on the terms and subject to the conditions and limitations set forth therein, Class A-1 Shares; and attached hereto as Annexes N and O.

“PA Board” means the Pennsylvania Gaming Control Board.

“Pace” means prior to the Pace Domestication, Cayman Pace and following the Pace Domestication, Pace Delaware.

“Pace Affiliate” means the affiliate of Pace who is party to a Subscription Agreement.

“Pace Board” means the board of directors of Pace.

“Pace Delaware” means the post-domestication corporation of Cayman Pace after Cayman Pace changes its jurisdiction of incorporation from the Cayman Islands to Delaware through the Pace Domestication.

“Pace Delaware Warrants” means the warrants to purchase Class A-1 Shares of Pace Delaware.

“Pace Domestication” means the intended deregistration of Pace as an exempted company in the Cayman Islands under the Cayman Islands Companies Law (2018 Revision), and domestication as a corporation incorporated under the laws of the State of Delaware under Section 388 of the DGCL, pursuant to which Pace’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware.

“Pace Governance” means TPG Pace Governance, LLC, a Cayman Islands limited liability company and an affiliate of TPG.

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“Pace Initial Shareholders” means Pace Sponsor, including, following the Business Combination, the Pace Sponsor Members, and Mr. Chad Leat, Miss Kathleen Philips, Mr. Robert Suss, Mr. Paul Walsh and Mr. Kneeland Youngblood, Pace’s independent directors.

“Pace IPO” means Pace’s initial public offering, consummated on June 30, 2017, through the sale of 45,000,000 Public Units (including 5,000,000 Public Units sold pursuant to the underwriters’ partial exercise of their over-allotment option) at $10.00 per Public Unit.

“Pace Material Adverse Effect” means any fact, circumstance, occurrence, condition, change, development, event or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the financial condition, business, assets, liabilities or results of operations of Pace and its subsidiaries, taken as a whole, or that prevents or materially delays or impairs, or would reasonably be expected to prevent or materially delay or impair, the ability of Pace to consummate the transactions contemplated by the Transaction Agreement; provided, that, in no event shall any of the following constitute a Pace Material Adverse Effect: (i) any occurrence, condition, change, development, event or effect resulting from or relating to changes in general economic, regulatory or political conditions or conditions in the United States or worldwide capital markets; (ii) any occurrence, condition, change, development, event or effect that affects the industries in which Pace and its subsidiaries operate generally (including changes in commodity prices, general market prices and regulatory changes); (iii) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other similar calamity or crisis, including natural disasters and acts of terrorism; (iv) any change in applicable law, or the interpretation thereof; (v) any change in accounting requirements or principles imposed upon Pace, its subsidiaries or their respective businesses after the date of the Transaction Agreement; (vi) the announcement or pendency of the transactions contemplated by the Transaction Agreement; and (vii) any failure (but not the underlying cause of such failure) to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flows or cash position; provided, further, that, the exceptions in clauses (i) through (iv) shall only apply to the extent that Pace and/or its subsidiaries are not, or would not reasonably be expected to be, adversely affected in a disproportionate manner relative to other participants in the markets or industries in which Pace and its subsidiaries operate.

“Pace Ordinary Shares” means the Public Shares and the Founder Shares.

“Pace Shares” means the Class A-1 Shares and Class A-2 Shares.

“Pace Sponsor” means TPG Pace II Sponsor, LLC, a Cayman Islands exempted company and an affiliate of TPG.

“Pace Sponsor Indemnified Parties” means Pace Sponsor and each of its directors, officers, managers, employees, affiliates, equityholders, agents, attorneys, representatives, successors and assigns, which Surviving NewCo has agreed to hold harmless from and against, and to pay the amount of, any and all losses based upon, attributable to or resulting from any actual or threatened action brought by any shareholder of Accel, or any of their respective directors, officers, managers, employees, affiliates, equityholders, agents, attorneys, representatives, successors and assigns in connection with any of the transactions contemplated by the Transaction Agreement.

“Pace Sponsor Members” means Pace Governance, Pace Sponsor Successor and Karl Peterson.

“Pace Sponsor Successor” means TPG Pace II Sponsor Successor, LLC, a Delaware limited liability company and a continuation of the Pace Sponsor.

“Pace Sponsor Support Agreement” means the letter agreement dated June 13, 2019 (as amended on July 22, 2019 and as it may be further amended from time to time), by and among Pace, the Pace Sponsor and the

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Shareholder Representatives, pursuant to which Pace Sponsor will (i) surrender for cancelation 1,250,000 of its Class F Shares and any additional Class F Shares necessary to ensure its aggregate ownership of Class A-1 Shares would not exceed 10.25% of the aggregate ownership of all holders of Class A-1 Shares (after giving pro forma effect to the Stock Purchase), (ii) exchange 2,000,000 Class F Shares for an equal number of Class A-2 Shares which shall be subject to terms set forth in the Restricted Stock Agreement, (iii) exchange any remaining Class F Shares (up to 7,800,000) for an equal number of Class A-1 Shares, (iv) surrender for cancelation 2,444,444 Private Placement Warrants held by Pace Sponsor, (v) contribute 500,000 Class A-1 Shares to a donor advised fund of its choice for purposes of participation in charitable efforts in the communities in which Pace Sponsor and its affiliates operate, or anticipate operating (provided that Pace Sponsor may, with the prior written consent of Accel, elect to contribute cash to such donor advised fund in lieu of some or all of such Class A-1 Shares at a rate of $10.22 per share and surrender for cancelation a number of Class A-1 Shares to Parent equal to the amount of cash contributed divided by $10.22 per share) and (vi) vote in favor of the Business Combination; and attached hereto as Annexes E and E-1.

“Pace Warrants” means, collectively, the Private Placement Warrants and the Public Warrants.

“Pennsylvania Gaming Act” means the Pennsylvania Race Horse Development and Gaming Act and amendments thereto enacted by the Pennsylvania legislature.

“Permitted Investments” means investments of certain of the net proceeds from the Pace IPO and the sale of the Private Placement Warrants held in the Trust Account in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

“PFIC” means a passive foreign investment company within the meaning of Section 1297 of the U.S. Tax Code.

“Preferred Stock” means the preferred stock, par value of $0.0001 per share, of Pace.

“Preferred Stock Designation” means any resolution or resolution adopted by the Pace Board providing for the issuance of one or more series of Preferred Stock stating the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof and included in a certificate of designation.

“Private Placement Warrants” means the warrants held by Pace Sponsor that were issued to Pace Sponsor in a private placement prior to the consummation of the Pace IPO, each of which is exercisable for one Public Share at an exercise price of $11.50 per Public Share, in accordance with its terms.

“Proposed Charter” means the amended and restated certificate of incorporation of Pace under the DGCL that, assuming the Charter Proposal is approved and the Business Combination is to be consummated, will replace the Articles upon the consummation of the Business Combination; and attached hereto as Annex C.

“Public Securities” means the Public Shares and Public Warrants.

“Public Shares” means the Class A ordinary shares, par value $0.0001 per share, of Pace.

“Public Share Value” means a per share price equal to the aggregate balance of the Trust Account immediately prior to closing of the Stock Purchase and prior to any redemptions of Public Shares divided by the number of then outstanding Public Shares.

“public shareholders” means holders of Public Shares, including the Pace Initial Shareholders and Pace’s other officers and directors to the extent they hold Public Shares or, following the Pace Domestication, Class A-1

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Shares, as applicable, provided, that the Pace Initial Shareholders and Pace’s other officers and directors will be considered a “public shareholder” only with respect to any Public Shares or Class A-1 Shares (as applicable) held by them.

“Public Units” means one Public Share and one-third of a Public Warrant of Pace sold in the Pace IPO.

“Public Warrants” means the warrants included in the Public Units, each of which is exercisable for one Public Share at an exercise price of $11.50 per Public Share, in accordance with its terms.

“Purchase Price” means $177 per share.

“QEF Election” means a U.S. Holder’s timely and effective election to treat Pace as a “qualified electing fund” under Section 1295 of the U.S. Tax Code for the taxable year that is the first year of the U.S. Holder’s holding period of Public Securities during which Pace qualified as a PFIC.

“Registration Rights Agreement” means that certain Registration Rights Agreement to be entered into at the closing of the Stock Purchase, by and among Pace and the Registration Rights Holders; and in substantially the form attached hereto as Annex M.

“Registration Rights Holders” means the Pace Sponsor Members, certain founders of Accel, certain members of management of Accel, certain Accel shareholders, the independent directors of Pace and each other person who has executed and delivered a joinder to the Registration Rights Agreement, including any person who (1) will be a stockholder of Pace immediately following the Business Combination, (2) either (A) makes a written request to Pace to enter into the Registration Rights Agreement or (B) will, immediately following the Business Combination, be subject to Section (b)(2) of Rule 144 of the Securities Act with respect to such person’s Class A-1 Shares following the Business Combination and (3) elects to enter into the Registration Rights Agreement.

“Related Agreements” means, collectively, the Drag-Along Agreement, the Pace Sponsor Support Agreement, the Restricted Stock Agreement, the Waiver Agreement, the Director Letter Agreements, the Subscription Agreements, the New Pace Warrant Agreement, the Key Holder Support Agreement, the Holder Support Agreements, the Registration Rights Agreement, the Cash Election Agreements and the Support Agreement.

“Restricted Stockholders” means the Pace Sponsor Members and certain holders of Accel Stock, including Sellers who will receive Class A-2 Shares, as named in the Restricted Stock Agreement.

“Restricted Stock Agreement” means that certain Restricted Stock Agreement to be entered into at the closing of the Stock Purchase, by and between Pace and the Restricted Stockholders setting forth, among other things, the terms governing the exchange of the Class A-2 Shares for Class A-1 Shares by the Restricted Stockholders; and in substantially the form attached hereto as Annex F.

“Rubenstein Family” means Mr. Andrew Rubenstein, together with his brother, Mr. Gordon Rubenstein and their father, Mr. Jeffrey Rubenstein.

“Rule 144” means Rule 144 of the Securities Act.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Second Request” means a request for additional information or documentary material issued by the Antitrust Division or the FTC, which will extend the initial waiting period under the HSR Act until 30 days after each of the parties has substantially complied with the Second Request.

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“Section 203” means Section 203 of the DGCL.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Sellers” means the shareholders of Accel named as Sellers in the Transaction Agreement, including those Sellers joined as parties to the Transaction Agreement pursuant to executed and delivered joinders to the Transaction Agreement.

“Shareholder Representatives” means David W. Ruttenberg and John S. Bakalar (as successor to Gordon Rubenstein), each in their capacity as a “Shareholder Representative”.

“Sponsor Class F Share Exchange” means, collectively: (i) the surrender for cancelation by Pace Sponsor of 1,250,000 of its Class F Shares and any additional Class F Shares necessary to ensure its aggregate ownership of Class A-1 Shares would not exceed 10.25% of the aggregate ownership of all holders of Class A-1 Shares (after giving pro forma effect to the Stock Purchase), (ii) the exchange by Pace Sponsor of 2,000,000 Class F Shares for an equal number of Class A-2 Shares, in each case pursuant to the Pace Sponsor Support Agreement and (iii) the exchange by Pace Sponsor of any remaining Class F Shares (up to 7,800,000) for an equal number of Class A-1 Shares.

“Sponsor Contribution” means the contribution by Pace Sponsor, pursuant to the Pace Sponsor Support Agreement, of 500,000 Class A-1 Shares to a donor advised fund of its choice for purposes of participation in charitable efforts in the communities in which Pace Sponsor and its affiliates operate, or anticipate operating (provided that Pace Sponsor may, with the prior written consent of Accel, elect to contribute cash to such donor advised fund in lieu of some or all of such Class A-1 Shares at a rate of $10.22 per share and surrender for cancelation a number of Class A-1 Shares to Parent equal to the amount of cash contributed divided by $10.22 per share);

“Sponsor Warrant Cancelation” means the surrender for cancelation 2,444,444 Private Placement Warrants held by Pace Sponsor pursuant to the Pace Sponsor Support Agreement.

“Sponsor Transactions” means the Sponsor Class F Share Exchange, the Sponsor Warrant Cancelation and the Sponsor Contribution.

“Sponsor Letter Agreement” means the letter agreement, dated as of June 27, 2017, by and between Pace Sponsor, Pace directors and officers and Pace.

“Stock Purchase” means the acquisition by Pace, directly or indirectly, all of the issued and outstanding shares of Accel Stock held by the Sellers.

“Subject Securities” means Accel Stock and any security convertible or exchangeable into Accel Stock.

“Subscription Agreements” means the Original Subscription Agreements and the additional subscription agreement dated August 13, 2019, by and between Pace and the Additional Investor.

“Support Agreement” means the support agreement, dated as of June 13, 2019, by and between Pace and Accel, pursuant to which Accel will use commercially reasonable efforts to assist the Sellers in complying with certain covenants contained therein and Pace and Accel have agreed to certain expense reimbursement arrangements payable under certain circumstances upon termination of the Transaction Agreement and attached hereto as Annex P.

“Surviving NewCo” means NewCo, in its capacity as surviving company of the Merger.

“Termination Date” means November 30, 2019.

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“TPG” means TPG Global, LLC and its affiliates.

“Transaction Agreement” means that certain Transaction Agreement, dated as of June 13, 2019 (as amended on July 22, 2019 and October 3, 2019 and as it may be further amended from time to time), by and among Pace, each of the Sellers and David W. Ruttenberg and John S. Bakalar (as successor to Gordon Rubenstein), each in their capacity as a Shareholder Representative, which is attached hereto as Annexes A, A-1 and A-2.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account of Pace that holds the proceeds from the Pace IPO.

“Trustee” means Continental Stock Transfer & Trust Company.

“U.S. Holder” means a beneficial owner of the Public Securities who or that is for U.S. federal income tax purposes (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or (iv) trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the U.S. Tax Code) have authority to control all substantial decisions of the trust or (b) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person.

“U.S. Tax Code” means the U.S. Internal Revenue Code of 1986, as amended.

“VGTs” means Video Gaming Terminals.

“Waiver Agreement” means that certain Waiver Agreement, dated as of June 13, 2019, by and among Pace and the Pace Initial Shareholders, pursuant to which holders of the Founder Shares waive any adjustment to the conversion ratio of Founder Shares set forth in the Articles and in substantially the form attached hereto as Annex G.

“Weil” means Weil, Gotshal & Manges LLP, counsel to Pace.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

AND THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Extraordinary General Meeting and the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Pace shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held on [●], 2019 at [●] local time at [●].

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

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Pace has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. These criteria and guidelines include, among others: attractive risk-adjusted equity returns for Pace shareholders; significant embedded and/or underexploited expansion opportunities; unrecognized value or other characteristics that Pace believes have been misevaluated by the marketplace; and being at an inflection point, such as requiring additional management expertise, innovation and development of new products or services or where Pace believes it can drive improved financial performance and where an acquisition may help facilitate growth. Based on its due diligence investigations of Accel and the industry in which it operates, including the financial and other information provided by Accel in the course of negotiations, Pace believes that Accel meets the criteria and guidelines listed above. Please see the section entitled “The Business Combination — The Pace Board’s Reasons for the Business Combination” for additional information.

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Please see the section entitled “Management of Pace after the Business Combination” for additional information.

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The estimated aggregate purchase price for the Stock Purchase is approximately $651,505,494. If aggregate Cash Elections of all Sellers equal the maximum of $350,000,000, the total cash consideration to be paid would be approximately $350,000,000, resulting in stock consideration of approximately $301,505,494. If Cash Elections are only made by the Sellers who have made binding Cash Elections as of the date of this prospectus, the total cash consideration to be paid would be approximately $38,660,163, resulting in stock consideration of approximately $612,845,331. These estimates also assume (i) 3,680,822 outstanding shares of Accel Stock on a fully-diluted basis less unvested options as of September 30, 2019, (ii) a trust account balance of approximately $429,732,943 as of September 30, 2019 and (iii) 41,752,733 outstanding public shares as of September 30, 2019.

The ownership percentages with respect to Pace following the Business Combination do not take into account the Class A-2 Shares that will be exchanged for Class A-1 Shares pursuant to the terms of the Restricted Stock Agreement, Pace Warrants to purchase to Class A-1 Shares that will remain outstanding immediately following the Business Combination or options to purchase Accel Stock that had not vested as of September 30, 2019. The ownership percentages also assume (i) outstanding shares of Accel Stock as of

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September 30, 2019, (ii) a balance of the Trust Account equal to approximately $429,732,943, (iii) aggregate Cash Elections by the Accel shareholders of $350,000,000, including that holders of Class D preferred stock, no par value, of Accel elect to receive cash in respect of 100% of such shares, (iv) that no Public Shares are elected to be redeemed by Pace’s public shareholders, (v) that none of the Private Placement Warrants are exercised and (vi) that Pace Sponsor elects to contribute 500,000 Class A-1 Shares and no cash to the donor advised fund in connection with the Sponsor Contribution. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Pace’s existing shareholders in Pace will be different. For more information, please see the section entitled “The Business Combination — Impact of the Business Combination on Pace’s Public Float.”

In determining the amount described in (ii) above, Pace will take into account the amount of proceeds available under the Credit Agreement at the closing of the Stock Purchase (or any alternative credit facility arranged by Pace). Pursuant to the Transaction Agreement, such amount will not, unless otherwise mutually agreed between the Accel Board and Pace Sponsor, cause Surviving Newco to exceed a leverage ratio of 2.5x LTM EBITDA (as defined in the Transaction Agreement) of Accel as at September 30, 2019. In calculating the leverage ratio, Pace will exclude acquisitions undertaken by Accel prior to the closing of the Stock Purchase, including Accel’s acquisition of 100% of the outstanding membership interests of Grand River for approximately $100 million. As of September 30, 2019, proceeds available under the Credit Agreement within this limitation were approximately $30 million, which may be further expanded to the extent that Pace arranges for an alternative credit facility prior to closing of the Stock Purchase, subject to the leverage ratio limitations set forth in the Transaction Agreement.

In connection with the Investment Private Placement, Pace will issue and sell to the Investors 4,696,675 Class A-1 Shares for a purchase price of $10.22 per share, or an aggregate of approximately $48 million.

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Pace expects to issue no more than 72,542,939 Class A-1 Shares (assuming a trust account balance of $429,732,943 as of September 30, 2019), no more than 5,000,000 Class A-2 Shares and approximately 2,444,444 New Pace Warrants in connection with the Business Combination, including the Business Combination Private Placement. In connection with the Investment Private Placement, Pace expects to issue 4,696,675 Class A-1 Shares. Because Pace may issue 20% or more of the outstanding Class A-1 Shares when considering together the Business Combination, including the Business Combination Private Placement, and the Investment Private Placement, Pace is required to obtain stockholder approval of such issuance pursuant to NYSE Listing Rule 312.03. For additional information, please see the sections entitled “Proposal No. 3 — The NYSE Proposal.”

Pursuant to Cayman Islands law and the Articles, Pace is required to submit the Charter Proposal to Pace’s shareholders for approval. For additional information, please see the section entitled “Proposal No. 4 — The Charter Proposal.”

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The approval of the Domestication Proposal requires a special resolution as a matter of Cayman Islands law, being the affirmative vote of holders of at least two-thirds of Pace Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting. Accordingly, a Pace shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Pace Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Domestication Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the Domestication Proposal. The holders of a majority of the Pace Ordinary Shares being present in person or by proxy shall be a quorum.

The approval of the NYSE Proposal requires an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of holders of a majority of Pace Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting. Accordingly, a Pace shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Pace

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Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the NYSE Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the NYSE Proposal. The holders of a majority of the Pace Ordinary Shares being present in person or by proxy shall be a quorum.

The approval of the Charter Proposal requires (i) a special resolution as a matter of Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the Pace Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting and (ii) the Pace Ordinary Shares so voted constitute, upon conversion to Class A-1 Shares in connection with the Pace Domestication but excluding any conversions to be consummated pursuant to the Class F Share Exchange, a majority of outstanding stock entitled to vote thereon. Accordingly, a shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Proposal will have the same effect as a vote “AGAINST” the Charter Proposal.

The approval of each of the Governance Proposals, which is a non-binding advisory vote, requires an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of holders of a majority of Pace Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting.

Accordingly, a Pace shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Pace Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on a Governance Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on a Governance Proposal. The holders of a majority of the Pace Ordinary Shares being present in person or by proxy shall be a quorum.

The approval of the Adjournment Proposal requires an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of holders of a majority of the Pace Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting. Accordingly, a Pace shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Pace Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the Adjournment Proposal. The holders of a majority of the Pace Ordinary Shares being present in person or by proxy shall be a quorum.

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These interests may influence the Pace Board in making their recommendation that you vote in favor of the approval of the Business Combination.

If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of holders of a majority of Pace Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting, then the Business Combination Proposal will fail and Pace will not consummate the Business Combination. If Pace does not consummate the Business Combination, it will likely not be able to complete a business combination with a different target business by December 31, 2019, and will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to its public shareholders.

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In no event is your ability to vote all of your shares (including those shares held by you in excess of 15% of the shares sold in the Pace IPO) for or against the Business Combination restricted.

Pace has no specified maximum redemption threshold under the Articles, other than the aforementioned 15% threshold. Each redemption of Public Shares by Pace public shareholders will reduce the balance of the Trust Account, which was approximately $429,732,943 as of September 30, 2019. The Transaction Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the aggregate of (i) the amount in the Trust Account net of any amounts used to redeem to Public Shares, plus (ii) an amount determined by Pace prior to closing which shall not exceed proceeds available under the Credit Agreement at the closing of the Stock Purchase (or any alternative credit facility arranged by Pace (which alternative credit facility shall be reasonably acceptable to Accel)) and subject to certain limitations and exceptions described in the Transaction Agreement, plus (iii) the proceeds from the Investment Private Placement, minus (iv) the Pace transaction expenses (which shall be deemed to be $22,500,000) and the Accel transaction expenses (which shall be deemed to be $17,000,000) equaling or exceeding the lesser of (x) $350,000,000 and (y) the aggregate Cash Elections of all the shareholders of Accel. The conditions to closing in the Transaction Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Public Shares by Pace’s public shareholders, this condition is not met and is not waived, then each of Pace and Accel may elect not to consummate the Business Combination. In addition, in no event will Pace redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the Articles and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Transaction Agreement.

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Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Please check the box on the enclosed proxy card marked “Shareholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to the Public Shares. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares included in the Public Units sold in the Pace IPO. Accordingly, all Public Shares in excess of the aforementioned 15% threshold beneficially owned by a Pace public shareholder or group will not be redeemed for cash.

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Pace shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Pace’s understanding that Pace shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Pace does not have any control over this process and it may take longer than two weeks. Pace shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Pace shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the proposal to approve the Business Combination at the Extraordinary General Meeting, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company’s (DTC) Deposit/Withdrawal At Custodian (DWAC) system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Please see the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

However, Pace believes it is a PFIC for U.S. federal income tax purposes and, if certain proposed Treasury Regulations are finalized in their current form, U.S. Holders may be required to recognize gain as a result of the Pace Domestication unless the U.S. Holder makes (or has made) certain elections discussed further below.

Additionally, Section 367 of the Code may apply to certain U.S. Holders which would require such taxpayers to recognize gain (but not loss) with respect to Class A-1 Shares received in the Pace Domestication unless a certain election is made to include the “all earnings and profits” amount attributable to the taxpayer’s Public Shares as discussed further below.

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The Pace Domestication may cause non-U.S. Holders to become subject to U.S. federal withholding taxes on any dividends in respect of such non-U.S. Holder’s Class A-1 Shares subsequent to the Pace Domestication.

The tax consequences of the Pace Domestication are complex and will depend on a holder’s particular circumstances. You are urged to consult your tax advisors regarding the tax consequences of the Pace Domestication.

Pace executed a letter of intent with Accel with respect to the Business Combination on May 23, 2019, and accordingly pursuant to the Sponsor Letter Agreement and the Articles, has until December 31, 2019 to complete a business combination. If Pace does not consummate the Business Combination, it is unlikely it will be able to complete a business combination with a different target business by December 31, 2019. If Pace fails to complete an initial business combination by December 31, 2019, then Pace will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem Public Shares, at a per-share price, payable in cash, equal to the

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aggregate amount then on deposit in the Trust Account, including interest earned on funds held in the Trust Account and not previously released to fund working capital requirements, subject to an annual limit of $750,000, and/or to pay taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Pace public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Pace’s remaining shareholders and the Pace Board, dissolve and liquidate, subject in each case to Pace’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Public Unit in the Pace IPO. Please see the section entitled “Risk Factors — Risks Related to Pace and the Business Combination” for additional information.

Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, there will be no redemption rights or liquidating distributions with respect to the Public Warrants and Private Placement Warrants, which will expire worthless if Pace fails to complete an initial business combination by December 31, 2019.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Transaction Agreement and Related Agreements — Conditions to Closing of the Stock Purchase.”

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [●] on [●], 2019.

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Voting in Person at the Meeting. If you attend the Extraordinary General Meeting and plan to vote in person, you will be provided with a ballot at the Extraordinary General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Extraordinary General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, you will need to bring to the Extraordinary General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “Extraordinary General Meeting of Pace.”

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TPG Pace Holdings Corp.

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

(212) 405-8458

Email: Pace@tpg.com

You may also contact the proxy solicitor for Pace at:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Individuals, please call toll-free: (800) 662-5200

Banks and brokerage, please call: (203) 658-9400

Email: TPGH.info@morrowsodali.com

To obtain timely delivery, Pace shareholders must request the materials no later than [●], 2019, or five business days prior to the Extraordinary General Meeting.

You may also obtain additional information about Pace from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the Transfer Agent prior to the Extraordinary General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

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