0001209191-19-057856.txt : 20191122 0001209191-19-057856.hdr.sgml : 20191122 20191122181853 ACCESSION NUMBER: 0001209191-19-057856 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191120 FILED AS OF DATE: 20191122 DATE AS OF CHANGE: 20191122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLAIRVEST GROUP INC CENTRAL INDEX KEY: 0001117988 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38136 FILM NUMBER: 191242807 BUSINESS ADDRESS: STREET 1: 22 ST. CLAIRE AVE. STREET 2: SUITE 1700 M4T 253 CITY: TORONTO ONTARIO MAIL ADDRESS: STREET 1: 22 ST. CLAIRE AVE. STREET 2: SUITE 1700 M4T 253 CITY: TORONTO ONTARIO ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Accel Entertainment, Inc. CENTRAL INDEX KEY: 0001698991 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981350261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 140 TOWER DRIVE CITY: BURR RIDGE STATE: IL ZIP: 60527 BUSINESS PHONE: 630-972-2235 MAIL ADDRESS: STREET 1: 140 TOWER DRIVE CITY: BURR RIDGE STATE: IL ZIP: 60527 FORMER COMPANY: FORMER CONFORMED NAME: TPG Pace Holdings Corp. DATE OF NAME CHANGE: 20170224 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-11-20 0 0001698991 Accel Entertainment, Inc. ACEL 0001117988 CLAIRVEST GROUP INC 22 ST. CLAIR AVENUE EAST SUITE 1700 TORONTO A6 M4T 2S3 ONTARIO, CANADA 0 0 1 0 Class A-1 Common Stock 16241871 I See footnote Warrants 11.50 Class A-1 Common Stock 996840 I See footnote Class A-2 Common Stock Class A-1 Common Stock 1223368 I See footnote The securities reported in this row are indirectly owned by the Reporting Person through Clairvest Equity Partners V Limited Partnership, an Ontario limited partnership ("CEP V"), Clairvest Equity Partners V-A Limited Partnership, an Ontario limited partnership ("CEP V-A"), and CEP V Co-Investment Limited Partnership, a Manitoba limited partnership ("CEP Co-Invest", and together with CEP V and CEP V-A, the "Clairvest Investors"), each of which is a wholly-owned indirect subsidiary of the Reporting Person. Warrants are exercisable within 30 days of the closing of the business combination contemplated by the Transaction Agreement, dated as of June 13, 2019, as amended, by and among the Issuer, each of the shareholders of the Issuer named as Sellers therein, and the Shareholder Representatives named therein (the "Closing"), subject to the availability of an effective U.S. registration statement. The Issuer's Class A-2 Common Stock will be eligible to convert into an equal number of the Issuer's Class A-1 Common Stock in three separate tranches upon the satisfaction of certain predetermined stock price or earnings thresholds as set forth in the Restricted Stock Agreement dated as of November 20, 2019, by and among the Issuer and the other persons party thereto. If the Issuer undergoes an Acceleration Event (as defined therein) and the satisfaction of the applicable stock price or earnings thresholds cannot be determined at that time, then each share of Class A-2 Common Stock not previously converted into Class A-1 Common Stock will convert into Class A-1 Common Stock immediately prior to the consummation of such Acceleration Event. The Class A-2 Common Stock has no expiration date. /s/ James H. Miller, General Counsel and Corporate Secretary 2019-11-22