Accel to Become Only Pure-Play Publicly Listed Gaming-as-a-Service
Provider
Expected Near-Term Organic Annual EBITDA Growth of More Than 20%
Significant Free Cash Flow and Multiple Opportunities to Accelerate
Growth
Transaction Represents TPG Pace Platform’s Third Business Combination
CHICAGO & FORT WORTH, Texas–(BUSINESS WIRE)–Accel Entertainment, Inc. (“Accel” or the “Company”), a leading
gaming-as-a-service provider, announced today that its shareholders have
entered into a definitive business combination agreement with TPG Pace
Holdings Corp. (“TPG Pace”) (NYSE: TPGH, TPGH.U, TPGH.WS), a
special-purpose acquisition company sponsored by an affiliate of TPG.
The combined company will retain the Accel Entertainment name and will
be a publicly listed company with an anticipated initial enterprise
value of approximately $884 million with de minimis leverage on its
balance sheet. The transaction will help accelerate Accel’s multi-state
expansion plans.
Operating more than 8,000 live slot machines in over 1,700 locations,
Accel is the largest video gaming terminal operator in the United States
on an EBITDA basis, offering a full suite of state-of-the-art products
and games from top manufacturers to bars, restaurants, gaming cafes,
convenience stores and truck stops. With Accel’s turnkey
gaming-as-a-service solution, local business partners can drive higher
in-store foot traffic and maximize their sales per square footage,
resulting in increased operating margins, earnings and local employment.
Accel enters into long-term contracts with location owners and takes a
partnership approach to helping its partners grow their businesses. TPG
Pace expects Accel to generate more than $100 million of Adjusted EBITDA
in 2020.
With this transaction, Accel will be the only pure-play listed company
to focus on the gaming-as-a-service opportunity. This transaction will
expedite Accel’s growth strategy tied to the increasing adoption of
video gaming across the United States. As a public company, Accel is
expected to drive shareholder returns through its significant, highly
visible earnings growth, strong free cash flow and attractive valuation
relative to peers. Accel has contractual agreements representing more
than $3 billion of revenue with its local operating partners, with an
average remaining contract life of 7.5 years that provide a high level
of recurring revenue.
Accel’s management team, led by Co-Founder and CEO Andy Rubenstein, will
continue to lead the company following the close of the transaction.
Gordon Rubenstein, Accel Co-Founder, will remain on the Company’s board
of directors. It is contemplated that upon closing of the transaction
Karl Peterson, TPG Pace President and CEO, will join the Company’s board
as Chairman. Hollie Haynes, the Founder and Managing Partner of Luminate
Capital Partners, and Kathleen Philips, former CFO and Chief Legal
Officer of Zillow Group, will also be joining Accel’s board of directors
subject to any applicable regulatory approvals.
“Accel has spent the last decade establishing itself as the gold
standard in the gaming-as-a-service industry, delivering high levels of
growth and profitability,” said Karl Peterson, President and CEO of TPG
Pace. “This transaction is perfectly aligned with our business
objectives. Not only is Accel itself a leader, but gaming-as-a-service
is one of the fastest growing segments in gaming with a substantial
addressable market. Andy and his team have built an outstanding company
that is well positioned to continue its rapid growth. We look forward to
working closely with the Accel team as they embark on their next chapter
and bring this B2B solution to new markets.”
“We are extremely excited to be partnering with TPG Pace as we continue
to execute on our strategic growth plan as a publicly held company,”
said Andy Rubenstein, Co-Founder and CEO of Accel. “Karl and his team
have an extensive track record of value creation, especially in
situations where they have helped private companies with high growth
potential achieve tremendous success in the public markets. With the TPG
Pace team on board, we will be able to leverage their relevant insights,
differentiated capabilities and operational expertise as we enter this
next phase of growth for Accel. As a publicly listed company, we look
forward to accessing increased capital to further support our expansion,
while remaining laser focused on continuing to deliver to our current
location partners the products and services they require to generate
additional revenue.”
In addition, TPG Pace announced that it has raised $45 million in a
private placement of common stock (the “PIPE”) at $10.22 per share. The
PIPE capital commitment, as typical, is coming from the management team
of TPG Pace, other partners of TPG, certain institutional investors as
well as other senior industry executives from TPG’s network.
TPG Pace’s strategy is to identify and acquire businesses that are
better suited to generate strong returns in a public market while
benefitting from TPG’s global ecosystem. Throughout their tenure at TPG,
the members of TPG Pace’s management team have led the firm’s recent
efforts to sponsor companies in the public markets including independent
oil producer Magnolia Oil & Gas Corporation (NYSE:MGY); leading owner,
operator, and developer of premier all-inclusive resorts Playa Hotels &
Resorts (NASDAQ:PLYA); leading travel technology and software provider
Sabre Corporation (NASDAQ:SABR); global cruise ship operator Norwegian
Cruise Line (NYSE:NCLH); leading specialty chemical producer Kraton
Corporation (NYSE: KRA); and Northern Tier Energy LP (NYSE: NTI), which
was a leading downstream energy limited partnership prior its merger
with Western Refining Inc.
Key Transaction Terms
The transaction will be effected pursuant to the Transaction Agreement
entered into by and among TPG Pace Holdings and the shareholders of
Accel (the “Sellers”). Immediately prior to the consummation of the
transaction, additional investors, including affiliates of TPG Pace,
will purchase ordinary shares of TPG Pace in a $45 million private
placement. After giving effect to any redemptions by the public
stockholders of TPG Pace, the combined balance of the cash held in TPG
Pace’s trust account and proceeds from the private placement of
approximately $500 million, will be used to pay existing Accel
shareholders and transaction expenses, with the remaining cash on the
balance sheet to be used to repay existing debt or for accretive capital
deployment. Following the consummation of the transaction, TPG Pace will
be renamed Accel Entertainment and its shares will remain listed on the
New York Stock Exchange and trade using the ticker ACEL.
The consideration payable to the Accel shareholders (in addition to
cash) will consist of common stock of TPG Pace and warrants to purchase
common stock of TPG Pace. Accel’s founders and management team are
rolling at least 80% of their current Accel stake into the newly formed
company. TPG Pace’s sponsor will retain 7.3 million founder shares and
approximately 4.9 million private placement warrants, as well as 2.0
million earnout shares exercisable for TPG Pace common shares. In
addition, Accel shareholders who roll in excess of 30% of their shares
will be entitled to their pro rata portion of 2.4 million warrants and
3.0 million earnout shares exercisable for TPG Pace common shares. The
earnout shares will be exercisable upon the achievement of certain
EBITDA or stock price thresholds of TPG Pace. In addition, TPG Pace’s
sponsor will contribute 500,000 of its shares to a foundation created
for charitable efforts in the communities in which Accel operates, or
anticipates operating.
The transaction has been executed by a majority of Accel’s shareholders
with the support of the board of directors of Accel and approved by the
board of directors TPG Pace. The transaction is expected to close in
late third quarter of 2019, subject to the receipt of certain regulatory
approvals and the approval of the transaction by a majority of the
shareholders of TPG Pace.
Advisors
The Raine Group acted as exclusive financial adviser to Accel. Deutsche
Bank Securities Inc. and J.P. Morgan Securities LLC acted as financial
advisors and capital markets advisors to TPG Pace. Goldman Sachs & Co
LLC served as capital markets advisor to TPG Pace. Fenwick & West LLP
acted as the legal advisor to Accel. Much Shelist, P.C. represented the
Accel shareholders, and Weil, Gotshal & Manges LLP acted as the legal
advisor to TPG Pace.
Conference Call Information
At 11:00am ET on June 13, 2019, TPG Pace will be holding an investor
conference call to discuss the transaction. For those who wish to
participate, the domestic toll-free access number is (888) 820-4544 and
the international toll-free access number is (470) 279-3876. Once
connected with the operator, please provide the Conference ID number of
pace450 and request access to the TPG Pace Investor Call.
A replay of the call will also be available from 5:00pm ET on June 13,
2019, until 11:59pm ET on July 13, 2019. To access the replay, the
domestic toll-free access number is (855) 213-8235 and the international
toll-free access number is (571) 982-7683 and participants should
provide the pin code of 61034# and request access to the TPG Pace
Investor Call.
All investor materials, including a copy of the investor presentation,
can be found at www.tpg.com/tpg-pace-holdings.
Additional Information and Where to Find It
In connection with the proposed business combination, TPG Pace intends
to file with the Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4 (the “Registration Statement”), which
will include a proxy statement/prospectus with respect to the securities
to be issued in connection with the transactions contemplated by the
proposed business combination. The definitive Registration Statement
will contain important information about the transactions contemplated
by the proposed business combination and related matters. INVESTORS AND
SECURITY HOLDERS OF TPG PACE AND ACCEL ARE URGED AND ADVISED TO READ THE
REGISTRATION STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The
Registration Statement and other relevant materials (when they become
available) and any other documents filed by TPG Pace with the SEC may be
obtained free of charge at the SEC’s website, at www.sec.gov.
In addition, shareholders will be able to obtain free copies of the
Registration Statement by directing a request to: TPG Pace Holdings
Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102, email: [email protected].
Participants in the Solicitation
TPG Pace, Accel and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from TPG
Pace’s shareholders in connection with the proposed business
combination. Information about TPG Pace’s directors and executive
officers is set forth in TPG Pace’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, which was filed with the SEC on
February 13, 2019. These documents are available free of charge at the
SEC’s web site at www.sec.gov,
or by directing a request to: TPG Pace Holdings Corp., 301 Commerce
Street, Suite 3300, Fort Worth, Texas 76102, email: [email protected].
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to TPG Pace shareholders in
connection with the proposed business combination will be set forth in
the Registration Statement for the proposed business combination when
available. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
proposed business combination will be included in the Registration
Statement that TPG Pace intends to file with the SEC.
Use of Projections
This communication contains financial forecasts prepared by TPG Pace
with respect to certain financial metrics of Accel, including, but not
limited to, revenues (gaming, other, and gross), gross profit, EBITDA,
net income, net debt, net leverage, capital expenditures, M&A, organic
revenue, EBITDA margin, unlevered P/E, levered P/E, FCF, and P/E.
Neither TPG Pace’s independent auditors, nor the independent registered
public accounting firm of Accel, audited, reviewed, compiled, or
performed any procedures with respect to the projections for the purpose
of their inclusion in this communication, and accordingly, neither of
them expressed an opinion or provided any other form of assurance with
respect thereto for the purpose of this communication. The financial
forecasts and projections in this communication were prepared by TPG
Pace and not by the management of Accel, and these financial forecasts
and projections should not be relied upon as being necessarily
indicative of future results. Neither TPG Pace nor Accel undertakes any
commitment to update or revise the projections, whether as a result of
new information, future events, or otherwise.
In this communication, certain of the above-mentioned projected
information has been repeated (in each case, with an indication that the
information is an estimate and is subject to the qualifications
presented herein), for purposes of providing comparisons with historical
data. The assumptions and estimates underlying the prospective financial
information are inherently uncertain and are subject to a wide variety
of significant business, economic, and competitive risks and
uncertainties that could cause actual results to differ materially from
those contained in the prospective financial information. Accordingly,
there can be no assurance that the prospective forecasts are indicative
of the future performance of TPG Pace or Accel or that actual results
will not differ materially from those presented in the prospective
financial information. Inclusion of the prospective financial
information in this communication should not be regarded as a
representation by any person that the results contained in the
prospective financial information will be achieved.
Forward Looking Statements
This press release includes “forward looking statements” within the
meaning of the “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements may
be identified by the use of words such as “forecast,” “intend,” “seek,”
“target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,”
“outlook,” and “project” and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Such forward looking statements include projected
financial information. Such forward looking statements with respect to
revenues, earnings, performance, strategies, prospects and other aspects
of the businesses of TPG Pace, Accel or the combined company after
completion of any proposed business combination are based on current
expectations that are subject to risks and uncertainties. A number of
factors could cause actual results or outcomes to differ materially from
those indicated by such forward looking statements. These factors
include, but are not limited to: (1) the inability to complete the
transactions contemplated by the proposed business combination; (2) 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; (3) the ability to meet the NYSE’s listing standards
following the consummation of the transactions contemplated by the
proposed business combination; (4) costs related to the proposed
business combination; (5) changes in applicable laws or regulations; (6)
the possibility that Accel or TPG Pace may be adversely affected by
other economic, business, and/or competitive factors; and (7) other
risks and uncertainties indicated from time to time in the final
prospectus of TPG Pace, including those under “Risk Factors” therein,
and other documents filed or to be filed with the SEC by TPG Pace. You
are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. TPG Pace and Accel
undertake no commitment to update or revise the forward-looking
statements, whether as a result of new information, future events or
otherwise.
No Offer or Solicitation
This press release is for informational purposes only and is neither an
offer to purchase, nor a solicitation of an offer to sell, subscribe for
or buy any securities or the solicitation of any vote in any
jurisdiction pursuant to the proposed transactions or otherwise, nor
shall there be any sale, issuance or transfer or securities in any
jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended, and applicable
regulations in the Cayman Islands.
About Accel Entertainment
Accel 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 over 1,700 locations and customers across the state.
About TPG
TPG is a leading global alternative asset firm founded in 1992 with more
than $104 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 in July 2018 (NYSE: MGY). The
third, TPG Pace Holdings Corp., raised $450 million in its June 2017 IPO
(NYSE:TPGH).
TPG Pace Holdings (NYSE: TPGH, TPGH.U, TPGH.WS) raised $450 million in
its June 2017 IPO in order to seek a business combination target that is
suited to generate strong returns in a public market environment while
benefitting from the broader operational knowledge, resources and
private equity heritage of its team and TPG. For more information, visit www.tpg.com/tpg-pace-holdings.
Contacts
Media Contacts:
For TPG
Luke Barrett / Courtney
Power
415-743-1550
[email protected]
For
Accel
Eric Bonach
Abernathy MacGregor
212-371-5999
[email protected]
