UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2019

 

 

TPG PACE HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-38136   98-1350261

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(Address of principal executive offices, including zip code)

(212) 405-8458

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Ordinary Shares, par value $0.0001 per share   TPGH   New York Stock Exchange
Units, each consisting of one Class A Ordinary Share and one-third of one Warrant   TPGH-U   New York Stock Exchange
Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share   TPGH-WS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 1.01 Entry Into a Material Agreement.

On November 6, 2019, TPG Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), New Pace LLC, a Delaware limited liability company (“NewCo”), Clairvest Equity Partners V Limited Partnership, an Ontario limited partnership (“CEP V”), Clairvest Equity Partners V-A Limited Partnership, an Ontario limited partnership (“CEP V-A”), and CEP V Co-Investment Limited Partnership, a Manitoba limited partnership (“CEP Co-Invest”, and together with CEP V and CEP V-A, the “Clairvest Investors”), entered into a Nominating and Support Agreement (the “Nominating Agreement”), whereby, in consideration for the Clairvest Investors delivering (a) a Joinder Agreement to that certain Transaction Agreement (as amended on July 22, 2019 and October 3, 2019 and as it may further be amended from time to time, the “Transaction Agreement”) between the Company, certain shareholders of Accel Entertainment, Inc., an Illinois corporation (“Accel”), named as Sellers therein and the Shareholder Representatives named therein, and previously announced on June 13, 2019, and (b) a cash election form setting forth a cash election with respect to (i) the shares in all common and preferred stock, no par value per share, of Accel (the “Accel Stock”) that the Clairvest Investors own, beneficially (as defined in Rule 13d-3 under the Securities Exchange Act) or of record, (ii) any security convertible or exchangeable into Accel Stock (together with the Accel Stock, the “Subject Securities”) and (iii) any additional Subject Securities that the Clairvest Investors acquired after the execution of the Nominating Agreement, the Company has agreed to (x) appoint Kenneth B. Rotman to the board of directors of the Company (the “Board”) contemporaneously with the closing of the proposed business combination (the “Business Combination”) contemplated by the Transaction Agreement as a Class III director with a term expiring at the 2022 annual meeting of the stockholders of the Company and (y) nominate Kenneth B. Rotman to the Board as set forth in the Nominating Agreement.

Pursuant to the Nominating Agreement, the Company also agreed, subject to the requirements of fiduciary duties under applicable laws, to include in its slate of nominees for election as directors at any meeting of stockholders or action by written consent at which directors are to be elected to the Board (each such meeting or action by written consent, an “Election Meeting”), one individual (an “8% Nominee”) nominated to the Board by the Clairvest Investors, provided that the Clairvest Investors hold (together with its affiliates) at least 8% of the outstanding Class A-1 common stock, par value $0.0001 per share, of the Company (the “Class A-1 Shares”) until the earlier of (i) the date upon which the Clairvest Investors (together with its affiliates) do not own at least 8% of the outstanding Class A-1 Shares, or (ii) the seven year anniversary of the closing of the Business Combination; provided, that, certain requirements listed in the Nominating Agreement are met. Additionally, the Clairvest Investors agreed, until Kenneth B. Rotman or an 8% Nominee is no longer serving on the Board, to vote (or cause to be voted) all Class A-1 Shares beneficially owned or owned of record by the Clairvest Investors at any meeting of the stockholders of the Company in favor of each director nominated by the Board (or its Nominating and Corporate Governance Committee), as provided in any notice of any meeting of the stockholders of Parent and the accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the stockholders of the Company in connection with any such meeting of the stockholders of the Company.

A copy of the Nominating Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 5.02(d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Nominating Agreement, on November 6, 2019, the Company agreed that, upon the closing of the Business Combination, it would appoint Kenneth B. Rotman to the Board as a Class III director with a term expiring at the 2022 annual meeting of the stockholders of the Company.

Kenneth B. Rotman is the Chief Executive Officer and Managing Director of Clairvest Group Inc., a publicly-traded Toronto-based private equity firm (Toronto Stock Exchange: CVG). He has more than 25 years of experience as a private equity investor. Prior to joining Clairvest in October 1993, Mr. Rotman spent just under three years at E. M. Warburg, Pincus & Co. where Mr. Rotman principally focused on media, communications and manufacturing transactions in North America and the United Kingdom. In addition to serving on the board of directors of Clairvest, he has participated on the boards of numerous public and private companies, including: Also Energy, MAG Aerospace, Discovery Air, Top Aces, Light Tower Rental, PEER 1 Network Enterprises, Hudson Valley Waste, Shepell•fgi, Sparkling Spring Water and Winters Brothers Waste Systems. Mr. Rotman also serves on the board of directors of numerous charitable organizations. He earned a B.A. from Tufts University in 1988, a M.Sc. from the London School of Economics in 1989 and a M.B.A. from New York University Stern School of Business in 1991.


The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

On November 6, 2019, the Clairvest Investors, Mr. Andrew Rubenstein, an individual, and Mr. Gordon Rubenstein, an individual (together with A. Rubenstein, the “Rubenstein Parties”), entered into a Mutual Support Agreement (the “Mutual Support Agreement”) whereby (i) the Rubenstein Parties agreed to vote in favor of any 8% Nominee, all in accordance with the Nominating Agreement and provided such nominee is included by the Company in its slate of nominees for election as directors of the Company at any Election Meeting and (ii) the Clairvest Investors agreed to vote in favor of any 8% Nominee to the Board nominated by the Rubenstein Parties in accordance with the Nominating Agreement and included by the Company in its slate of nominees for election as directors of the Company at any Election Meeting, in each case, with respect to the Class A-1 Shares, beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act) or owned of record by each such respective party. A copy of the Mutual Support Agreement is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

On November 6, 2019, the Company and Accel announced that they intend to appoint Kenneth B. Rotman to the Board upon the closing of the Business Combination and that the Clairvest Investors have elected to receive shares of the Company in connection with the Business Combination. A copy of the joint press release is furnished as Exhibit 99.2 hereto.

Additional Information and Where to Find It

The Company has filed with the SEC a registration statement on Form S-4 (the “Registration Statement”), which was declared effective on October 29, 2019 and which includes a proxy statement/prospectus with respect to the Company’s securities to be issued in connection with the proposed 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

The Company, Accel and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed Business Combination. Information about the Company’s directors and executive officers is set forth in the Company’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 in the Registration Statement that the Company 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, the Company’s ability to consummate the Business Combination, the benefits of the Business Combination and the future financial performance of the Company following the Business Combination, as well as the Company’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 the Company 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 the Company’s securities; (12) the Company’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 the Company 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 the Company. 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, the Company 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Exhibit

10.1    Nominating and Support Agreement, dated November 6, 2019
99.1    Mutual Support Agreement, dated November 6, 2019
99.2    Press Release, dated November 6, 2019


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TPG PACE HOLDINGS CORP.
By:  

/s/ Karl Peterson

  Karl Peterson
Chief Executive Officer

Date: November 6, 2019

Exhibit 10.1

NOMINATING AND SUPPORT AGREEMENT

This NOMINATING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2019, by and among (i) TPG Pace Holdings Corp., a Cayman Islands exempted company (“Parent”), and New Pace LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“NewCo”, and together with Parent, the “Parent Parties”), and (ii) Clairvest Equity Partners V Limited Partnership, an Ontario limited partnership (“CEP V”), Clairvest Equity Partners V-A Limited Partnership, an Ontario limited partnership (“CEP V-A”), and CEP V Co-Investment Limited Partnership, a Manitoba limited partnership (“CEP Co-Invest”, and together with CEP V and CEP V-A, the “Clairvest Investors”).

RECITALS

A. Parent is party to that certain Transaction Agreement, dated as of June 13, 2019 (and amended on July 22, 2019 and October 3, 2019), by and among Parent, each of the persons set forth on Schedule 1 thereto (collectively, the “Sellers”), and each of David W. Ruttenberg and John S. Bakalar (as successor to Gordon Rubenstein), each in their capacity as a Shareholder Representative (as amended, and as it may from time to time be further amended, the “Transaction Agreement”).

B. The Clairvest Investors agree to enter into this Agreement with respect to (a) the shares in all common and preferred stock, no par value per share, of the Company (the “Company Stock”) that the Clairvest Investors own, beneficially (as defined in Rule 13d-3 under the Securities Exchange Act) or of record, (b) any security convertible or exchangeable into Company Stock (together with Company Stock, the “Subject Securities”) and (c) any additional Subject Securities that the Clairvest Investors may hereinafter acquire.

C. The Clairvest Investors are the beneficial or record owners of, and have either sole or shared voting power over, such number of Subject Securities as are indicated on Schedule 1 attached hereto.

D. In consideration for the Clairvest Investors delivering the Joinder Agreement and the Cash Election Form (as defined below), Parent has agreed to (i) appoint the Clairvest Nominee (as defined below) to the board of directors of Parent (the “Board”) as a Class III director with a term expiring at the 2022 annual meeting of the stockholders of Parent and (ii) nominate the Clairvest nominee to the Board as otherwise set forth herein.

E. Each of the Parent Parties and the Clairvest Investors has determined that it is in its best interests to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Agreement to Nominate and Appoint Director.

a) The Clairvest Investors and the Parent Parties agree that the Clairvest Investors hereby nominates Kenneth B. Rotman as the Clairvest nominee (as such nominee may be replaced from time to time as provided herein, the “Clairvest Nominee”) and Parent shall execute such documents and perform such further acts as may be reasonably required or necessary to designate such Clairvest Nominee as a Class III director with a term expiring at the 2022 annual meeting of the stockholders of


Parent; provided, that, upon any date on which the Clairvest Investors (and its Affiliates, as the case may be) collectively do not own at least 8% of the outstanding shares of New Parent Class A-1 Stock, the Clairvest Nominee shall, if requested by the Board, be required to resign from, and promptly deliver his resignation to, the Board. If the initial Clairvest Nominee dies, resigns, is disqualified or is removed from the Board, in each case for whatever reason, then, at the request of the Clairvest Investors, the Clairvest Investors and Parent (acting through the Board) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement nominee selected by the Clairvest Investors who (i) has not previously served on the board of directors of Accel Entertainment, Inc. and (ii) satisfies the Director Criteria (as defined below).

b) Parent hereby covenants, undertakes and agrees that, subject to the requirements of fiduciary duties under applicable laws, it shall include in its slate of nominees for election as directors of Parent at each of meeting of stockholders or action by written consent at which directors are to be elected to the Board (an “Election Meeting”), one individual that is nominated by each Person who holds (together with such Person’s Affiliates) at least 8% of the outstanding shares of New Parent Class A-1 Stock as of the Closing (each such Person, an “8% Holder”) until the earlier of (i) the date upon which any Person (together with such Person’s Affiliates) does not own at least 8% of the outstanding shares of New Parent Class A-1 Stock, or (ii) the seven year anniversary of the Closing; provided, that, the individual nominated by any 8% Holder (such individual, an “8% Nominee”) shall be qualified to serve as a director under applicable law and listing requirements, shall be reasonably acceptable to the Board and the Parent Nominating and Corporate Governance Committee (it being understood that any director who is a designee of the Board as of the Closing shall be deemed reasonably acceptable) and that such 8% Nominee shall provide Parent with all requisite information for serving as a director, including completing and executing on a timely basis a questionnaire in the form Parent provides to its outside directors generally and answering reasonable follow-up questions (the criteria in this proviso, collectively, the “Director Criteria”); provided, further, that Parent shall have no obligation to support the nomination of or cause the Board to include in the slate of nominees for election of directors of Parent an 8% Nominee if the 8% Holder designating such 8% Nominee already has an 8% Nominee serving as a director on the Board at the time of such Election Meeting and the term of such 8% Nominee as a director on the Board does not expire at such Election Meeting. If a vacancy on the Board is created as a result of the death, resignation, disqualification or removal of an 8% Nominee, in each case for whatever reason, then, at the request of the 8% Holder, the 8% Holder and Parent (acting through the Board) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement 8% Nominee who is selected by the 8% Holder and satisfies the Director Criteria. For the purposes of this Section 1(b) only, Andrew Rubenstein and Gordon Rubenstein shall be deemed Affiliates of the other. The Clairvest Investors agree that their 8% Nominee shall not be an individual who has previously served on the board of directors of Accel Entertainment, Inc.

2. Agreement to Vote Shares. The Clairvest Investors hereby covenant, undertake and agree from time to time, until the Clairvest Nominee or an 8% Nominee who is nominated by the Clairvest Investors pursuant to Section 1(b) is no longer serving on the Board, to vote (or cause to be voted) all New Parent Class A-1 Stock beneficially owned or owned of record by the Clairvest Investors at any meeting of the stockholders of Parent in favor of each director nominated by the Board (or its Nominating and Corporate Governance Committee), as provided in any Parent Circular (“Board Election”). For the purposes of this Section 2, “Parent Circular” means notice of any meeting of the stockholders of Parent and the accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the stockholders of Parent in connection with any such meeting of the stockholders of Parent, as amended, supplemented or otherwise modified from time to time. For greater certainty, nothing in this Agreement shall restrict the Clairvest Investors from voting its securities of the Parent with respect to matters other than Board Election.

 

2


3. Agreement to Execute Joinder Agreement and Make a Stock Election. Concurrently with the execution of this Agreement, each Clairvest Investor is delivering to Parent (i) a duly executed Joinder Agreement substantially in the form attached hereto as Exhibit A (the “Joinder Agreement”) and (ii) a Cash Election Form substantially in the form attached hereto as Exhibit B (the “Cash Election Form”) setting forth a Cash Election equal to the percentage portion of Subject Securities owned by such Clairvest Investor set forth in Schedule 1 attached hereto. Notwithstanding the foregoing, the executed Joinder Agreement shall be deemed null and void to the extent the Transaction Agreement is further amended after the date hereof without the prior written consent of the Clairvest Investors.

4. Termination. This Agreement shall terminate, and no party shall have any rights or obligations hereunder and this Agreement shall have no further effect upon the earlier of (i) the mutual agreement of the parties hereto and (ii) the termination of the Transaction Agreement in accordance with its terms. No such termination, however, shall relieve any party hereto of any liability or damages to the other party hereto resulting from any deliberate breach of this Agreement prior to its termination.

5. Miscellaneous.

a) Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreement.

b) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

c) Amendment; Modification. This Agreement may be amended, modified or supplemented at any time only by written agreement of the parties.

d) Specific Performance; Injunctive Relief. The parties acknowledge that the rights of each party set forth herein are unique and recognize and affirm that in the event of a breach of this Agreement by any party, money damages may be inadequate and the non-breaching party may have no adequate remedy at law. Accordingly, the parties agree that such non-breaching party shall have the right to enforce its rights and the other party’s obligations hereunder by an action or actions for specific performance and/or injunctive relief (without posting of bond or other security), including any order, injunction or decree sought by such non-breaching party to cause the other party to perform its/their respective agreements and covenants contained in this Agreement and to cure breaches of this Agreement. Each party further agrees that the only permitted objection that it may raise in response to any action for any such equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

e) Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including matters of validity, construction, effect, performance and remedies.

f) No Third-Party Beneficiaries. Except as otherwise provided in this Agreement, this Agreement is exclusively for the benefit of the parties hereto and any other 8% Holders, and their respective successors and permitted assigns, and this Agreement shall not be deemed to confer upon or give to any other third party any remedy, claim, liability, reimbursement, cause of action or other right.

 

3


g) Entire Agreement. This Agreement (including Schedule 1 attached hereto (which is deemed for all purposes to be part of this Agreement)) and the Transaction Agreement and the other agreements contemplated thereby constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement. Each party acknowledges and agrees that, in entering into this Agreement, such party has not relied on any promises or assurances, written or oral, that are not reflected in this Agreement (including Schedule 1 attached hereto) or the Transaction Agreement.

h) Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. Facsimile signatures or signatures received as a pdf attachment to electronic mail shall be treated as original signatures for all purposes of this Agreement.

i) Further Assurances. Each of the parties hereto shall execute such documents and perform such further acts as may be reasonably required to carry out the provisions hereof and the actions contemplated hereby.

[Signature page follows]

 

4


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

 

PARENT:
TPG PACE HOLDINGS CORP.
By:  

/s/ Karl Peterson

Name:   Karl Peterson
Title:   President and Chief Executive Officer

[Signature Page to Nominating and Support Agreement]


NEWCO:
NEW PACE LLC
By:  

/s/ Eduardo Tamraz

Name:   Eduardo Tamraz
Title:   President and Secretary

[Signature Page to Nominating and Support Agreement]


Clairvest Investors:
CLAIRVEST EQUITY PARTNERS V LIMITED PARTNERSHIP, by its general partner, CLAIRVEST GP MANAGECO INC.
By:  

/s/ Ken Rotman

Name:   Ken Rotman
Title:   CEO
By:  

/s/ Jim Miller

Name:   Jim Miller
Title:   General Counsel
CLAIRVEST EQUITY PARTNERS V-A LIMITED PARTNERSHIP, by its general partner, CLAIRVEST GENERAL PARTNER V L.P., by its general partner, CLAIRVEST GP (GPLP) INC.
By:  

/s/ Ken Rotman

Name:   Ken Rotman
Title:   CEO
By:  

/s/ Jim Miller

Name:   Jim Miller
Title:   General Counsel
CEP V CO-INVESTMENT LIMITED PARTNERSHIP, by its general partner, CLAIRVEST GENERAL PARTNER V L.P., by its general partner, CLAIRVEST GP (GPLP) INC.
By:  

/s/ Ken Rotman

Name:   Ken Rotman
Title:   CEO
By:  

/s/ Jim Miller

Name:   Jim Miller
Title:   General Counsel

[Signature Page to Nominating and Support Agreement]


Schedule 1

 

Clairvest Investor

   Subject Securities      Percentage portion of
Subject Securities
subject to Cash Election
 

Clairvest Equity Partners V Limited Partnership

     555,907        0

Clairvest Equity Partners V-A Limited Partnership

     105,540        0

CEP V Co-Investment Limited Partnership

     283,478        0


Exhibit A

Form of Joinder Agreement

See attached.


Exhibit B

Cash Election Form

See attached.

Exhibit 99.1

MUTUAL SUPPORT AGREEMENT

This MUTUAL SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2019, by and among (i) Clairvest Equity Partners V Limited Partnership, an Ontario limited partnership (“CEP V”), Clairvest Equity Partners V-A Limited Partnership, an Ontario limited partnership (“CEP V-A”), and CEP V Co-Investment Limited Partnership, a Manitoba limited partnership (“CEP Co-Invest”, and together with CEP V and CEP V-A, the “Clairvest Investors”) and (ii) Mr. Andrew Rubenstein, an individual, and Mr. Gordon Rubenstein, an individual (and together with Mr. A. Rubenstein, the “Rubenstein Parties”).

RECITALS

A. Reference is made to that certain Transaction Agreement, dated as of June 13, 2019 (and amended on July 22, 2019 and October 3, 2019), by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (“Parent”), each of the persons set forth on Schedule 1 thereto (collectively, the “Sellers”), and each of David W. Ruttenberg and John S. Bakalar (as successor to Gordon Rubenstein), each in their capacity as a Shareholder Representative (as amended, and as it may from time to time be further amended, the “Transaction Agreement”).

B. Concurrently with the execution of this Agreement, the Clairvest Investors are entering into that certain Nominating and Support Agreement, dated as of the date hereof, by and among the Clairvest Investors, Parent and New Pace LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (the “Nominating and Support Agreement”).

C. Each of the Clairvest Investors and the Rubenstein Parties has determined that it is in its best interests to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Agreement to Vote Shares.

1.1 The Rubenstein Parties (together with their Affiliates) hereby covenant, undertake and agree from time to time to cause all New Parent Class A-1 Stock beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act) or owned of record by the Rubenstein Parties to be (a) present, in person or by proxy, at any Election Meeting for purposes of determining the presence of a quorum at such Election Meeting and (b) voted in favor of any 8% Nominee nominated by the Clairvest Investors in accordance with the Nominating and Support Agreement and included by Parent in its slate of nominees for election as directors of Parent at such Election Meeting.

1.2 The Clairvest Investors (together with their Affiliates) hereby covenant, undertake and agree from time to time to cause all New Parent Class A-1 Stock beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act) or owned of record by the Clairvest Investors to be (a) present, in person or by proxy, at any Election Meeting for purposes of determining the presence of a quorum at such Election Meeting and (b) voted in favor of any 8% Nominee nominated by the Rubenstein Parties in accordance with the Nominating and Support Agreement and included by Parent in its slate of nominees for election as directors of Parent at such Election Meeting.


2. Coordination of Securities Filings. The parties hereto hereby covenant and agree to coordinate and cooperate in good faith in respect of the preparation and submission of any and all filings, registrations, notices or similar actions or declarations required to satisfy such party’s respective obligations under applicable securities law or the rules and regulations of applicable exchanges and self-regulatory agencies (or any applicable joint obligation), or any such filings, registrations, notices or similar actions that may be deemed advisable by the parties and their respective counsels, in each case with any applicable governmental, administrative or regulatory authorities, including any filings or notices required or advisable under applicable securities laws or the rules and regulations of applicable exchanges and self-regulatory agencies. The parties further agree to coordinate and cooperate in good faith with respect to any amendments that may be required in respect thereof or any subsequently required or advisable filings or notices, which cooperation and coordination shall include providing reasonable advance notice to the other party of any fact, circumstance, event or action required or that may be required to be reflected in any such filing or notice, or any fact, circumstance, event or action that may be the basis of any amendment or modification of any previously submitted or filed filing or notice.

3. Termination. This Agreement shall terminate, and no party shall have any rights or obligations hereunder and this Agreement shall have no further effect upon earlier of (i) the mutual agreement of the parties hereto, (ii) the termination of the Transaction Agreement in accordance with its terms and (iii) the termination of the Nominating and Support Agreement in accordance with its terms. No such termination, however, shall relieve any party hereto of any liability or damages to the other party hereto resulting from any deliberate breach of this Agreement prior to its termination.

4. Miscellaneous.

4.1 Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Nominating and Support Agreement or, if not defined therein, in the Transaction Agreement.

4.2 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

4.3 Amendment; Modification. This Agreement may be amended, modified or supplemented at any time only by written agreement of the parties.

4.4 Specific Performance; Injunctive Relief. The parties acknowledge that the rights of each party set forth herein are unique and recognize and affirm that in the event of a breach of this Agreement by any party, money damages may be inadequate and the non-breaching party may have no adequate remedy at law. Accordingly, the parties agree that such non-breaching party shall have the right to enforce its rights and the other party’s obligations hereunder by an action or actions for specific performance and/or injunctive relief (without posting of bond or other security), including any order, injunction or decree sought by such non-breaching party to cause the other party to perform its/their respective agreements and covenants contained in this Agreement and to cure breaches of this Agreement. Each party further agrees that the only permitted objection that it may raise in response to any action for any such equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

4.5 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including matters of validity, construction, effect, performance and remedies.

 

2


4.6 No Third-Party Beneficiaries. Except as otherwise provided in this Agreement, this Agreement is exclusively for the benefit of the parties hereto, and their respective successors and permitted assigns, and this Agreement shall not be deemed to confer upon or give to any other third party any remedy, claim, liability, reimbursement, cause of action or other right.

4.7 Entire Agreement. This Agreement, the Nominating and Support Agreement and the Transaction Agreement and the other agreements contemplated thereby constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement. Each party acknowledges and agrees that, in entering into this Agreement, such party has not relied on any promises or assurances, written or oral, that are not reflected in this Agreement, the Nominating and Support Agreement or the Transaction Agreement.

4.8 Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. Facsimile signatures or signatures received as a pdf attachment to electronic mail shall be treated as original signatures for all purposes of this Agreement.

4.9 Further Assurances. Each of the parties hereto shall execute such documents and perform such further acts as may be reasonably required to carry out the provisions hereof and the actions contemplated hereby.

[Signature page follows]

 

3


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

 

Clairvest Investors:
CLAIRVEST EQUITY PARTNERS V LIMITED PARTNERSHIP, by its general partner, CLAIRVEST GP MANAGECO INC.
By:  

/s/ Ken Rotman

Name:   Ken Rotman
Title:   CEO
By:  

/s/ Jim Miller

Name:   Jim Miller
Title:   General Counsel
CLAIRVEST EQUITY PARTNERS V-A LIMITED PARTNERSHIP, by its general partner, CLAIRVEST GENERAL PARTNER V L.P., by its general partner, CLAIRVEST GP (GPLP) INC.
By:  

/s/ Ken Rotman

Name:   Ken Rotman
Title:   CEO
By:  

/s/ Jim Miller

Name:   Jim Miller
Title:   General Counsel
CEP V CO-INVESTMENT LIMITED PARTNERSHIP, by its general partner, CLAIRVEST GENERAL PARTNER V L.P., by its general partner, CLAIRVEST GP (GPLP) INC.
By:  

/s/ Ken Rotman

Name:   Ken Rotman
Title:   CEO
By:  

/s/ Jim Miller

Name:   Jim Miller
Title:   General Counsel

[Signature Page to Mutual Support Agreement]


Rubenstein Parties:

/s/ Andrew H. Rubenstein

Andrew Rubenstein

/s/ Gordon S. Rubenstein

Gordon Rubenstein

[Signature Page to Mutual Support Agreement]

Exhibit 99.2

TPG Pace and Accel Entertainment Announce Clairvest Director

Clairvest is rolling 100% of its existing investment in Accel

Accel will appoint Ken Rotman to its Board of Directors

FORT WORTH, Texas & CHICAGO – November 6, 2019 – 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.

“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.

 

1


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.

 

Media Contacts
For TPG

Luke Barrett / Courtney Power

415 743-1550

media@tpg.com
For Accel
Eric Bonach

Abernathy MacGregor

212-371-5999

ejb@abmac.com

 

2


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.

 

3