TPG Pace Holdings (TPGH), in a somewhat early move, filed a preliminary proxy this morning for an new extension vote to move their deadline from September 30, 2019 to December 31, 2019. Given the headache that they currently have to deal with, thanks to Accel’s minority shareholder, Clairvest, which is filing to block the merger with TPGH, it would appear that TPGH is already anticipating needing to extend even though they still have approximately two months left to close. However, TPGH did state they anticipate closing to occur in the first half of the fourth quarter.
A vote date and record date have yet to be set, but what was notably also missing in the proxy was an anticipated contribution to trust for shareholders that do not redeem at the extension vote. However, it’s still early so those details could presumably be dropped in at a later date. Nonetheless, it would be a risky move to not contribute to trust since this transaction has an ongoing lawsuit. Alternatively, if TPGH and Accel can resolve the lawsuit ahead of the vote, maybe they won’t need to contribute. We’ll have to wait and see how this plays out.
Additionally, Accel officially announced the initiation of their “Drag-Along sale”. Per the press release:
“On July 23, 2019, Accel shareholders holding over 58% of the Company’s outstanding shares served formal notice on the Company and all of the Company’s other shareholders (the “Drag-along Notice”) of their election to sell their shares to TPG Pace pursuant to the previously-announced Transaction Agreement, dated as of June 13, 2019, as amended on July 22, 2019, among certain Accel shareholders and TPG Pace (the “Stock Purchase”), and to exercise their drag-along rights under the Company’s Articles of Incorporation. Under the drag-along provisions of the Articles of Incorporation, all other Accel shareholders are required to sell their shares on the same terms and conditions and to take all actions as may be reasonably necessary to consummate the Stock Purchase. According to the Drag-along Notice, the transaction is expected to close within 120 days after the date of the notice.”
So things are happening and the transaction is moving forward, but we’ll just have to wait and see what Clairvest’s next move is and how the lawsuit progresses.
Additionally, there were a few amendments to the Transaction Agreement filed, but they look to be administrative in nature. Specifically, amending the date by which the Transaction Agreement may be terminated if the closing has not occurred, from September 30, 2019 (extendable to November 15, 2019) to November 30, 2019. The other notable amendment included: any person who will hold (together with such person’s affiliates) at least 8% of the outstanding voting stock of the Company immediately following the Stock Purchase will have the right to nominate an individual to the board of directors of the Company.