0001193125-20-041264.txt : 20200219 0001193125-20-041264.hdr.sgml : 20200219 20200219061103 ACCESSION NUMBER: 0001193125-20-041264 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200219 DATE AS OF CHANGE: 20200219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Accel Entertainment, Inc. CENTRAL INDEX KEY: 0001698991 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 981350261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-235487 FILM NUMBER: 20627375 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 RW 1 d861667drw.htm RW RW

Accel Entertainment, Inc.

140 Tower Drive

Burr Ridge, Illinois 60527

(630) 972 -2235

February 18, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

Accel Entertainment, Inc.

    

Registration Statement on Form S-3

    

Filed December 12, 2019

    

File No. 333-235487

Ladies and Gentlemen:

Pursuant to Rule 477 (“Rule 477”) under the Securities Act of 1933, as amended (the “Securities Act”), Accel Entertainment, Inc., a Delaware corporation (the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form S-3 filed with the Commission on December 12, 2019, File No. 333-235487, together with all exhibits thereto (collectively, the “Registration Statement”).

The Registrant requests withdrawal of the Registration Statement in response to the Commission’s written comments on January 6, 2020 and on February 7, 2020, pursuant to which the Commission stated that the Registrant is not eligible to use Form S-3. The Registrant will be filing a new registration statement on Form S-1 as soon as practicable after the submission of this request. The Registrant confirms that no securities have been sold pursuant to the Registration Statement. Furthermore, the Registrant believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477.

It is the Registrant’s understanding that this application for withdrawal of the Registration Statement will be deemed granted at the time filed with the Commission unless, within fifteen calendar days after such date, the Registrant receives notice from the Commission that this application will not be granted.

The Registrant requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Registrant’s account to be offset against the filing fee for the filing of any future registration statement or registration statements.

If you have any questions regarding this application for withdrawal, please contact the Registrant’s legal counsel, Nicolas H.R. Dumont of Fenwick & West LLP, at (212) 430-2679.

Sincerely,

 

Accel Entertainment, Inc.

By:

  

/s/ Derek Harmer

Name: Derek Harmer

Title:

   General Counsel and Secretary