Accel Entertainment Inc., a Lemont-based video slot machine operator, is being acquired by a publicly traded acquisition vehicle of private equity firm TPG in a deal that will deliver an anticipated initial enterprise value of about $884 million.
TPG Pace Holdings Corp., the acquiring entity, will retain the Accel Entertainment name and will be a publicly listed company focusing on gaming-as-a-service.
Accel operates more than 8,000 live slot machines in more than 1,700 locations, offering products and games to bars, restaurants, gaming cafes, convenience stores and truck stops. It has contractual agreements representing more than $3 billion of revenue with its operating partners, with an average remaining contract life of 7 1/2 years that provide a high level of recurring revenue. TPG Pace expects Accel to generate more than $100 million of adjusted EBITDA in 2020.
Accel’s management team, led by Co-Founder and CEO Andy Rubenstein, will continue to lead the company following the close of the transaction. Accel Co-Founder Gordon Rubenstein will remain on the company’s board. TPG Pace CEO Karl Peterson will join the company’s board as chairman. Hollie Haynes, founder and managing partner of Luminate Capital Partners, and Kathleen Philips, former CFO and chief legal officer of Zillow Group, will also join Accel’s board, subject to regulatory approvals.
Immediately prior to the closing of the deal, additional investors, including affiliates of TPG Pace, will purchase shares of TPG Pace in a $45 million private placement at $10.22 per share.
Using cash in TPG Pace’s trust account and proceeds from the private placement of approximately $500 million, TPG Pace will pay existing Accel shareholders and transaction expenses, as well as repay existing debt.
TPG Pace will be renamed Accel Entertainment and its shares will remain listed on the New York Stock Exchange under the symbol ACEL.
In addition to cash, Accel shareholders will receive 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 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 million earnout shares exercisable for TPG Pace common shares.
The deal has been executed by a majority of Accel’s shareholders. It is expected to close in late third quarter of 2019, subject to regulatory approvals and the approval by a majority of TPG Pace shareholders.
The Raine Group acted as exclusive financial adviser to Accel. Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC acted as financial advisers and capital markets advisers to TPG Pace. Goldman Sachs & Co LLC served as capital markets advisor to TPG Pace. Fenwick & West LLP acted as the legal adviser to Accel. Much Shelist, P.C. represented the Accel shareholders, and Weil, Gotshal & Manges LLP acted as the legal advisor to TPG Pace.
