Accel Entertainment Files 8-K on Material Agreement

Ticker: ACEL · Form: 8-K · Filed: Jul 15, 2024 · CIK: 1698991

Accel Entertainment, INC. 8-K Filing Summary
FieldDetail
CompanyAccel Entertainment, INC. (ACEL)
Form Type8-K
Filed DateJul 15, 2024
Risk Levelmedium
Pages5
Reading Time6 min
Key Dollar Amounts$0.0001, $35.0 m
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-securities, disclosure

TL;DR

Accel Entertainment just filed an 8-K for a big deal - details to come.

AI Summary

On July 15, 2024, Accel Entertainment, Inc. filed an 8-K to disclose the entry into a material definitive agreement. The filing also covers unregistered sales of equity securities and provides a Regulation FD disclosure. Specific details regarding the agreement, including parties involved and financial terms, are not fully elaborated in the provided text but are indicated as material.

Why It Matters

This filing signals a significant business development for Accel Entertainment, Inc., potentially impacting its financial structure, operations, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce complexities and potential risks related to financing and shareholder dilution.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Accel Entertainment, Inc.?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not fully elaborated in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on July 15, 2024.

What other types of disclosures are included in this 8-K filing besides the material agreement?

This 8-K filing also includes disclosures regarding unregistered sales of equity securities and Regulation FD disclosure.

What was Accel Entertainment, Inc.'s former company name?

Accel Entertainment, Inc.'s former company name was TPG Pace Holdings Corp.

Where is Accel Entertainment, Inc. headquartered?

Accel Entertainment, Inc. is headquartered at 140 Tower Drive, Burr Ridge, Illinois 60527.

Filing Stats: 1,414 words · 6 min read · ~5 pages · Grade level 12.8 · Accepted 2024-07-15 17:01:05

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On July 12, 2024, Accel Entertainment, Inc. (the " Company ") and Fairmount Holdings, Inc., an Illinois corporation (" Fairmount "), Fairmount Merger Sub, Inc., an Illinois corporation and a wholly-owned subsidiary of the Company (" Merger Sub "), and Robert V. Vitale, in his capacity as the representative of Fairmount's stockholders, entered into an agreement and plan of merger (the " Merger Agreement "), pursuant to which the Company will acquire Fairmount, the owner of the FanDuel Sportsbook & Horse Racing in Collinsville, Illinois, through a merger of Merger Sub with and into Fairmount for total consideration of 3,456,119 shares of the Company's Class A-1 common stock, par value $0.0001 per share, having a value of approximately $35.0 million, subject to adjustments for cash, transaction expenses and indebtedness of Fairmount as of Closing, a post-closing working capital adjustment, and an adjustment in favor of Fairmount for certain expenses that are incurred by Holdings prior to Closing. The Merger Agreement contains customary representations and warranties of the parties, including, among others, with respect to Fairmount and its capitalization, financial statements, absence of certain changes or events, legal compliance, material contracts, tax matters, intellectual property, data privacy, litigation, environmental, real estate, employees and employee benefit plans. Fairmount has agreed to conduct its business in the ordinary course in a manner consistent with past practice until the transactions contemplated by the Merger Agreement are completed. The Merger Agreement contains certain termination rights in favor of the Company and Fairmount, including a termination right applicable upon the first anniversary of the date the Merger Agreement is signed if the transactions contemplated by the Merger Agreement have not been completed. The Merger Agreement does not, however, contain any termination fee

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance of the shares of common stock in connection with the transaction will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

01. Regulation FD

Item 7.01. Regulation FD. On July 15, 2024, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished hereto as Exhibit 99.1. The Company also issued an investor presentation in connection with the pending acquisition, a copy of which is furnished hereto as Exhibit 99.2. 2 The information contained in this Item 7.01, including Exhibits 99.1 and 99.2 hereto, is being furnished to the Securities and Exchange Commission (the "SEC")and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K may include "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as "anticipate," "believe," "estimate," "expect," "intend," "target," "plan," "outlook" and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company's filings with the SEC, including, but not limited to, the risk that the transaction may not be completed in a timely matter or at all, which may adversely affect the price of the Company's securities. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. The Company cautions you that these forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled "Risk Factors" in the Company's periodic filings with the SEC.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Agreement and Plan of Merger, by and among Fairmount Holdings, Inc. Fairmount Merger Sub, Inc., Accel Entertainment, Inc. and Robert V. Vitale, an individual, solely in his capacity as the Shareholder Representative, dated as of July 12, 2024. 99.1 Press Release, dated July 15, 2024. 99.2 Investor Presentation, dated July 15, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ACCEL ENTERTAINMENT, INC. Date: July 15, 2024 By: /s/ Derek Harmer Derek Harmer General Counsel and Chief Compliance Officer 4

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