TPG filed both the proxy for their Extension Vote, as well as the S-4/proxy for their Business combination.
TPG Pace Holdings (TPGH), filed their definitive proxy tonight and set a September 20th vote date to extend their completion deadline three months to December 31, 2019. Additionally, in a surprise move, TPGH also filed their S-4/preliminary proxy for their business combination vote (the extension definitive proxy and S-4 are for two separate votes), which could be indicative of a much earlier close than December.
However, the real headline here is that TPGH is not offering any contribution to trust for shareholders that do not redeem at the extension vote. Always a little risky since that generally results in a lot of redemptions. TPGH is currently trading at $10.30 and they estimate the per share amount in trust at the vote on September 20th will be $10.29, so it’s trading right around trust value. So now, shareholders are going to have to decide if they want to stay in this SPAC for an additional three months without an additional sweetener and see what happens with the share price or, they can just redeem now and collect their $10.29.
Having said that, there are a few other considerations that need to be accounted for. For one, maybe shareholders won’t have to wait the full three months. As mentioned above, TPGH also filed their first S-4 proxy tonight for the business combination vote so that could mean we see this vote happen as early as late October. However, take that with a grain of salt…it could also be a strategic marketing move hoping that the “signal” of a shorter duration to wait for a vote entices people not to redeem. But let’s give them the benefit of the doubt that they want to close this transaction as quickly as we do.
Nevertheless, TPGH has two other pieces of recent news that need to be factored into the equation. One, Clairvest (Accel’s minority shareholder) dropped their lawsuit clearing the way for a transaction closing. And two, Accel recently announced the $108 million acquisition of Grand River Jackpot increasing the total Accel acquisition enterprise value to $984 million. All of this is to say, a lot can happen in three months. Just ask the Haymaker guys. Once the Haymaker team hit the road to market the OSW transaction, that’s when the share price really started to move. And TPGH still hasn’t marketed this deal yet.
This is going to be a tough vote to call, but even if there are more redemptions than TPGH would like, something tells me they’ll have no problem arranging additional financing if they need it. If any further information is filed, an update will be provided. Stay tuned….