TPG Pace Holdings Corporation*

TPG Pace Holdings Corporation*

Oct 19, 2020 by viktoria.v

PROPOSED BUSINESS COMBINATION: ACCEL ENTERTAINMENT, INC.


ESTIMATED CURRENT FUNDS in TRUST: $430.7 Million*
CURRENT PER SHARE REDEMPTION PRICE: $10.31*
ENTERPRISE VALUE: $985 Million

*SPACInsider estimate a/o 11-14-19

TPG Pace Holdings proposes to acquire Accel Entertainment, Inc., a gaming-as-a-service provider. 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.

  • Accel to Become Only Pure-Play Publicly Listed Gaming-as-a-Service Provider
  • Operating more than 8,000 live slot machines in over 1,700 locations
  • Largest video gaming terminal operator in the United States on an EBITDA basis
  • Expected near-term organic annual EBITDA growth of more Than 20%
  • 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.
  • 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.

Consideration:

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.

After giving effect to any redemptions, the combined balance of the cash held in TPG Pace’s trust account and proceeds from the private placement, of approximately $505 million ($460mm from Pace cash in trust, including interest, and $45mm PIPE raise), 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.

    • $350mm cash consideration to existing Accel shareholders
    • Transaction fees of ~$39mm, including Pace deferred underwriting fees
    • $116mm for develeraging
    • Remaining cash on balance sheet for accretive capital deployment

Founders Shares and Private Placement Warrants:

  • TPG Pace’s sponsor will retain 7.3 million founder shares and approximately 4.9 million private placement warrants (4,888,889)
    • 1.25mm founder shares cancelled; 2mm deferred as earnout shares
    • Pace Sponsor will transfer 0.5mm sponsor shares into a foundation created for charitable efforts in the
      communities Accel currently operates or plans to operate in.
    • 1/3 of private warrants cancelled (2,444,444)
  • 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

PIPE:

  • $48 million in a private placement of common stock (the “PIPE”) at $10.22 per share.
  • The PIPE capital commitment 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.

Earnout:

The earnout shares will be exercisable upon the achievement of certain EBITDA or stock price thresholds of TPG Pace.

    • Sponsors: 2.0 million earnout shares
    • Accel Shareholders: 3.0 million earnout shares

Accel and Pace earnouts vest in 3 equal tranches based on the following triggers:

    • 2021 Earnout Tranche – $12 share price or LTM $120mm EBITDA achieved
    • 2022 Earnout Tranche – $14 share price or LTM $140mm EBITDA achieved
    • 2023 Earnout Tranche – $16 share price or LTM $160mm EBITDA achieved

Conditions to Closing:

  • Minimum Cash. The amount of Available Cash shall not be less than the Cash Component, or $350 million.
    • The amount in the Trust Account net of any amounts used to redeem Public Shares, plus
    • 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 and subject to certain limitations and exceptions described in the Transaction Agreement (Currently, $30 million available), plus
    • The proceeds from the Investment Private Placement, $48 million, minus
    • 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), or $39.5 million.

TPG Pace Holdings transaction summary 10-15-19


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
  • Weil, Gotshal & Manges LLP acted as the legal advisor to TPG Pace.

TPG PACE MANAGEMENT & BOARD


Executive Officers

Karl Peterson, 46
President, CEO and Director

Mr. Peterson is a Senior Partner of TPG and Managing Partner of TPG Pace Group, the firm’s newly formed effort to sponsor special purpose acquisition companies and other permanent capital solutions for companies. He has served as a director, President and Chief Executive Officer of TPG Pace Holdings Corp. since February of 2017. Previously, he served as a director, President and Chief Executive Officer of Pace-I from inception in 2015 through its business combination with Playa in March of 2017. From 2010 through 2016, Karl was Managing Partner of TPG Europe LLP. Since rejoining TPG in 2004, Mr. Peterson has led investments for TPG in technology, media, financial services and travel sectors. Prior to 2004, he was a co-founderand the president and chief executive officer of Hotwire.com and served as the company’s President and Chief Executive Officer. He led the business from its inception through its sale to InterActiveCorp in 2003. Before Hotwire, Mr. Peterson was a principal at TPG in San Francisco, and from 1992 to 1995 he was a financial analyst at Goldman Sachs & Co. LLC. In December 2016, Mr. Peterson was named Lead Director of Sabre’s board of directors. In addition, Karl is currently a director of Caesars Acquisition Company, Playa Hotels and Resorts, Saxo Bank, TES Global, and Pace-I. Mr. Peterson is a graduate of the University of Notre Dame, where he earned a Bachelor’s of Business Administration Degree with High Honors.


Martin Davidson, 40
CFO

Mr. Davidson is a Managing Director and Chief Accounting Officer of TPG. Mr. Davidson is responsible for all financial operations and reporting related to TPG Holdings, TPG’s parent company, accounting and operations for TPG’s private equity and real estate funds, as well as TPG’s firm-wide accounting policies. In addition, he has held the position of Chief Financial Officer and Financial Operations Principal of TPG’s broker/dealers and served on the board of multiple special purpose investment vehicles of TPG’s investment funds. Since February 2017, Mr. Davidson has served as Chief Financial Officer of TPG Pace Energy. Prior to joining TPG in 2005, Mr. Davidson was an audit manager at KPMG where he primarily served clients in the financial services industry including private equity funds and hedge funds. Mr. Davidson received a BBA in accounting from Texas Christian University and a Masters of Professional Accounting from The University of Texas at Austin. Mr. Davidson is a Certified Public Accountant.


Eduardo Tamraz, 33
Executive Vice President of Corporate Development, Secretary

Mr. Tamraz is a senior executive on the investment team for TPG Pace Group, TPG’s dedicated new initiative to provide permanent capital solutions for companies. Previously, he was a Vice President of TPG Capital in Europe from 2014 to early 2017. Since February 2017, Mr. Tamraz has served as Secretary and Executive Vice President of Corporate Development of TPG Pace Energy. Since joining TPG, he has spent the majority of his time on Pace-I and Mr. Tamraz has been responsible for leading the evaluation of several opportunities and the execution of the Playa transaction. From 2008 until 2014, Mr. Tamraz was a senior member of the private equity team at Eton Park, a global alternative investment firm. He previously worked at BC Partners and Merrill Lynch. Mr. Tamraz received an MA in economics from the University of Cambridge.


Board of Directors

David Bonderman, 74
Chairman of the Board of Directors

Mr. Bonderman is a founding partner of TPG, one of the world’s largest private equity investment firms. He was also a co-founder of both Hotwire.com and CoStar Group, Inc., a leading data company for commercial real estate. From 1993 to 1996, Mr. Bonderman served as the chairman of Continental Airlines, Inc. in order to lead its emergence from bankruptcy. In addition, he has also played a leading role in many of TPG’s turnaround investments including Ducati Motor Holdings, S.p.A., Armstrong World Industries, Inc., Burger King Holdings, Inc. and Seagate Technology plc, among others. He is currently active in working with high-growth companies through his service on the board of directors of Kite Pharma, Inc.
Prior to forming TPG in 1992, Mr. Bonderman was Chief Operating Officer of the Robert M. Bass Group, Inc. (RMBG), now doing business as Keystone Group, L.P., in Fort Worth, Texas. Prior to joining RMBG in 1983, he was a partner in the law firm of Arnold & Porter in Washington, D.C. where he specialized in corporate, securities, bankruptcy and antitrust litigation. From 1969 to 1970, Mr. Bonderman was a Fellow in Foreign and Comparative Law in conjunction with Harvard University and from 1968 to 1969 he was Special Assistant to the U.S. Attorney General in the Civil Rights Division. From 1967 to 1968, he was Assistant Professor at Tulane University School of Law in New Orleans, Louisiana. Mr. Bonderman graduated Magna Cum Laude from Harvard Law School where he was a member of the Harvard Law Review and a Sheldon Fellow. He is a graduate of the University of Washington in Seattle, Washington.
In the past five years, Mr. Bonderman also serves or has served on the board of directors of several public companies, including: Armstrong World Industries, Inc.; Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc.); China International Capital Corporation Limited; CoStar Group, Inc. (formerly known as Realty Information Group); General Motors Company; Kite Pharma, Inc.; Ryan Air Holdings, plc, of which he is Chairman; VTB Group; and TPG Pace Energy.


Chad Leat, 61
Director

Mr. Leat is a retired Vice Chairman of Global Banking at Citigroup Inc., and has nearly thirty years of markets and banking experience on Wall Street. He is a leader and innovator in corporate credit and M&A finance. Mr. Leat joined Salomon Brothers in 1997 as a partner in High Yield Capital Markets and then joined Citigroup in 1998 from where he retired in 2013 as Vice Chairman of Global Investment Banking. Over the years he served on the firm’s Investment Banking Management Committee, the Fixed Income Management Committee and the Capital Markets Origination Committee. From 1998 until 2005 he served as the Global Head of Loans and Leveraged Finance. He grew this business from a small second-tier position to one of the largest loan and high-yield businesses on Wall Street. During the financial crisis, Mr. Leat helped Citigroup work through many challenging risk, regulatory and client issues. Mr. Leat began his career on Wall Street at The Chase Manhattan Corporation in their Capital Markets Group in 1985 where he ultimately became the head of their highly successful Syndications, Structured Sales and Loan Trading businesses. This group was on the cutting edge of the fast-developing loan market and Mr. Leat was one of a handful of market professionals associated with the development and creation of this now vibrant capital market. Mr. Leat serves on the board of directors of Norwegian Cruise Lines Ltd and is the Chairman of the Audit Committee and also serves on the compensation committee. He is Chairman of the board of directors of MidCap Financial, PLC, a middle-market direct commercial lending business and he serves on the board of directors of J. Crew Group, Inc. and TPG Pace Energy. He has previously served as Chairman of the board of directors of HealthEngine LLC, a healthcare technology company, a member of the board of directors of Global Indemnity, PLC, a Cayman-based provider of property and casualty insurance, Pace-I, a special purpose acquisition vehicle associated with TPG where he was Chairman of the Audit Committee and BAWAG P.S.K., one of the largest banks in Austria. Mr. Leat is dedicated to many civic and philanthropic organizations. He is a member of the Economic Club of New York and has served on the boards of several charitable organizations. Currently, he is a member of the Board of Directors of The Hampton Classic Horse Show and is a Trustee of the Parrish Museum of Art. Mr. Leat is a graduate of the University of Kansas, where he received his Bachelors of Science degree.


Kathleen Philips, 50
Director

Ms. Philips has served as Zillow Group, Inc.’s chief financial officer and treasurer since August 2015, chief legal officer since September 2014, and secretary since July 2010. During her tenure with Zillow Group, Ms. Philips has held many leadership positions, including chief operating officer from August 2013 to August 2015 and general counsel from July 2010 to September 2014. Prior to joining Zillow Group, Ms. Philips served as general counsel at FanSnap, Inc., a search engine for live event tickets, from June 2008 to June 2010, as general counsel at Pure Digital Technologies, Inc., the producer of Flip Video camcorders, from September 2007 to June 2008, and as general counsel at StubHub, Inc., an online live event ticket marketplace, from May 2005 to April 2006. Ms. Philips served as general counsel at Hotwire, Inc. from 2001 to 2004 and as its corporate counsel from 2000 to 2001. Ms. Philips was an attorney in private practice at Cooley Godward LLP from 1998 to 2000 and at Stoel Rives LLP from 1997 to 1998. Ms. Philips currently serves on the board of directors of Apptio, Inc., a publicly-traded provider of technology business management solutions. Ms. Philips holds a B.A. in Political Science from the University of California, Berkeley, and a J.D. from the University of Chicago.


Robert Suss, 46
Director

Mr. Suss is the Co-Chief Executive Officer of UK Agricultural Finance, a specialist lender in the UK serving the agricultural community as well as the founder of Global Tower Solutions, a privately held company based in the UK that focuses on delivering off grid energy solutions in developing countries where the need for clean energy is growing. Mr. Suss also sits as a Non-Executive Director for Tagsmart, an art authentication tagging and certification company, and he served as a director for Pace-I. Mr. Suss retired from his position as a Managing Director of Goldman Sachs & Co. LLC where he spent 18 years building and turning around a number of businesses in their Investment Management Division. His last role was as Head of Private Wealth Management in London from 2012 to 2015 where his responsibilities included managing UK, Ireland, Belgium, the Netherlands, Luxembourg, Scandinavia, South Africa, Turkey, Israel, NRI and their Charities’ business and developing growth strategies. Prior to this, Mr. Suss was the Head of UK and Ireland Private Wealth Management from 2008 to 2012 when his unit received the prestigious Euromoney peer voted award for Ultra High Net Worth Services for three consecutive years (2009 to 2011). From 2006 to 2008, Mr. Suss served as the Head of Wealth Management Solutions. Mr. Suss is deeply involved with a number of philanthropic organizations, serving as a trustee of the Royal Academy of the Arts, and as chair of both its patron committee and its schools’ annual auction and dinner. Mr. Suss also sits on the advisory board of Global Angels and is a trustee of J.K. Rowling’s endeavor Lumos—both charity organizations work to aid and empower disadvantaged children. He is also a trustee of The Garden Bridge Trust. Mr. Suss received the accolade of being one of GQ’s best Connected People in the UK in 2014 and 2016. Mr. Suss graduated from the University of Leeds with a Joint Honours in Economics and Management.


Paul Walsh, 62
Director

Mr. Walsh is Chairman of Compass Group PLC, having been appointed to the role in 2014, and he recently served as Chairman of Ontex Group NV where he helped prepare the company for its initial public offering in June 2014. Mr. Walsh also serves as an advisor for LEK Consultants and TPG Capital LLP, positions he has held since 2014, and served as a director of Pace-I. Previously, Mr. Walsh had a long career with Diageo plc where he served as an advisor from July 2013 through 2014 and as Chief Executive Officer from 2000 to June 2013. Before Diageo plc was formed by the merger of Guinness PLC and Grand Metropolitan plc. Mr. Walsh joined Grand Metropolitan plc’s brewing division in 1982 and became its Finance Director in 1986. Mr. Walsh has also held financial and commercial positions with InterContinental Hotels Group and in Grand Metropolitan’s food business, becoming CEO of the Pillsbury Company, LLC in 1992. He was appointed to the Grand Metropolitan’s Board in 1995 and to the Diageo Board in 1997. Mr. Walsh is Chairman of Avanti Communications Group PLC and a non-executive director of FedEx Corporation, Rm2 International Sa and Simpsons Malt Limited. Mr. Walsh previously served as a non-executive director of Unilever PLC and United Spirits Limited. Mr. Walsh is a member of the Prime Minister’s Business Advisory Group and also a UK Business Ambassador.


Kneeland Youngblood, 61
Director

Mr. Youngblood has served as a founding partner of Pharos Capital Group, LLC since 1998, a private equity firm that invests in the healthcare service sector, business service sector and selective opportunistic investments. Previously, Mr. Youngblood served for six years on the board of trustees of the Teacher Retirement System of Texas, the pension fund to which he was appointed by Governor Ann Richards and confirmed by Governor George W. Bush, from 1993 to 1999. In his capacity as a trustee, he was actively involved in hiring investment advisors, determining asset allocations and formulating investment/benefit policies. He served as chairman of the fund’s Real Estate Committee, where he directed a major restructuring of the portfolio. He also served on the board of directors of the Texas Growth Fund, a private equity fund focused on Texas-based companies. Mr. Youngblood was Chairman of the American Beacon Funds, a mutual fund company that is managed by American Beacon Advisors, an investment affiliate of American Airlines. He was a director of Starwood Hotels and Lodging, one of the largest hotel companies in the world. He has also served on the boards of directors of Gap Inc., Burger King Worldwide Inc. and the Dallas Employee Retirement System. He is a former director of the U.S. Enrichment Corporation, a global energy services company taken public in 1998 in a government privatization. He served as a Presidential appointee with Senate confirmation in his role on the Board. He currently serves on the boards of Energy Future Holdings Corporation and Mallinckrodt Pharmaceuticals, a UK based company, which is listed on the New York Stock Exchange, and served as a director of Pace-I. Mr. Youngblood is a member of the Council on Foreign Relations and graduated from Princeton University in 1978 with an A.B in Politics/Science in Human Affairs and earned an M.D. degree from the University of Texas, Southwestern Medical School in 1982.