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