Accel Entertainment announced that its shareholders have entered into a definitive business combination agreement with TPG Pace. The combined company will retain the Accel Entertainment name and will be a publicly listed company with an anticipated initial enterprise value of approximately $884M with de minimis leverage on its balance sheet. The transaction will help accelerate Accel's multi-state expansion plans. Operating more than 8,000 live slot machines in over 1,700 locations, Accel is the largest video gaming terminal operator in the United States on an EBITDA basis. TPG Pace expects Accel to generate more than $100M of Adjusted EBITDA in 2020. Accel has contractual agreements representing more than $3B of revenue with its local operating partners, with an average remaining contract life of 7.5 years. Accel's management team, led by co-Founder and CEO Andy Rubenstein, will continue to lead the company following the close of the transaction. In addition, TPG Pace announced that it has raised $45M in a private placement of common stock at $10.22 per share. The 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. The transaction will be effected pursuant to the transaction agreement entered into by and among TPG Pace Holdings and the shareholders of Accel. Immediately prior to the consummation of the transaction, additional investors, including affiliates of TPG Pace, will purchase ordinary shares of TPG Pace in a $45M private placement. After giving effect to any redemptions by the public stockholders of TPG Pace, the combined balance of the cash held in TPG Pace's trust account and proceeds from the private placement of approximately $500M, 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. Following the consummation of the transaction, TPG Pace will be renamed Accel Entertainment and its shares will remain listed on the New York Stock Exchange and trade using the ticker (ACEL). The consideration payable to the Accel shareholders 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. TPG Pace's sponsor will retain 7.3M founder shares and approximately 4.9M private placement warrants, as well as 2M 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 2.4M warrants and 3M earnout shares exercisable for TPG Pace common shares. The earnout shares will be exercisable upon the achievement of certain EBITDA or stock price thresholds of TPG Pace. In addition, TPG Pace's sponsor will contribute 500,000 of its shares to a foundation created for charitable efforts in the communities in which Accel operates, or anticipates operating. The transaction has been executed by a majority of Accel's shareholders with the support of the board of directors of Accel and approved by the board of directors TPG Pace. The transaction is expected to close in late Q3, subject to the receipt of certain regulatory approvals and the approval of the transaction by a majority of the shareholders of TPG Pace.