October 2, 2019

Karl Peterson
Chief Executive Officer
TPG Pace Holdings Corp.
301 Commerce St., Suite 3300
Fort Worth, TX 76102

       Re: TPG Pace Holdings Corp.
           Registration Statement on Form S-4
           Filed September 5, 2019
           File No. 333-233637

Dear Mr. Peterson:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-4 filed September 5, 2019

Questions and Answers About the Business Combination and the Extraordinary
General Meeting
What will Accel shareholders receive in the Business Combination, page 14

1.     Please revise to quantify the estimated aggregate purchase price for the
Business
       Combination as apportioned between cash and stock consideration. As
applicable, please
       disclose a range with variables.
Are there any arrangements to help ensure that Pace will satisfy the condition
in the Transaction
Agreement relating to the availability..., page 16

2.     We note your disclosure here and elsewhere that the Business Combination
is conditioned
       upon meeting a cash component which must equal or exceed the lesser of
$350 million
       and the aggregate cash elections of the Accel shareholders. We note that
a certain portion
 Karl Peterson
FirstName Holdings Corp. Peterson
TPG Pace LastNameKarl
Comapany 2019
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FirstName LastName
         of that amount is to be "determined by Pace prior to closing which
shall not exceed
         proceeds available under the Credit Agreement...." Please disclose the
factors Pace will
         consider in determining this amount and the proceeds available under
the Credit
         Agreement.
Summary
Pace Board's Reasons for Approval of the Business Combination, page 41

3.       We note your disclosure in the second bullet point that as a
gaming-as-a-service provider,
         Accel benefits from "comparatively low capital expenditures." Please
provide context for
         this statement and balance this disclosure with the risk factor on
page 95 where you state
         that Accel's business generally requires significant upfront capital
expenditures.
Provisions in the Proposed Charter to be adopted in connection with the
Business Combination
designate the Court of Chancery..., page 67

4.       You disclose here that your proposed charter includes a forum
selection provision
         identifying the Court of Chancery of the State of Delaware as the
exclusive forum for
         certain litigation, including any "derivative action or proceeding
brought on behalf of
         Pace," but that, the exclusive forum provision will not apply to suits
brought to enforce a
         duty or liability created by the Exchange Act. However, your
disclosure on page 270
         and proposed charter included as Annex F, does not include this
limitation. If this
         provision does not apply to actions arising under the Exchange Act,
please ensure that the
         exclusive forum provision in your Amended and Restated Certificate of
Incorporation
         states this clearly.
Background of the Business Combination, page 120

5.       Please elaborate on the April 22, 2019 meeting to discuss the material
terms discussed and
         the specific reasons why Pace terminated discussions with Company E,
Company G and
         Company H. We note the disclosure that Pace management informed the
Pace Board that
         due to the progression of discussions with Accel, it was devoting
substantially all of its
         efforts to the potential transaction with Accel rather than the three
other potential
         transactions.
6.       We note that on June 10, 2019, the Pace Board held a meeting and
authorized Pace to
         increase its per share valuation of Accel to $177 per share based on a
"modest
         improvement" of Accel's valuation. Please expand your disclosure to
describe the basis of
         its valuation, why the Pace Board determined to increase the value of
its offer and how
         Pace determined the structure of its offer.
The Business Combination
Sources and Uses for the Business Combination , page 137

7.       Please update the tabular disclosures for the shares redeemed in
connection with the
         Extraordinary General Meeting of Shareholders held on September 20,
2019. In
 Karl Peterson
FirstName Holdings Corp. Peterson
TPG Pace LastNameKarl
Comapany 2019
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FirstName LastName
         addition, please disclose the intended uses for the amounts in the
line item "additional
         cash on the balance sheet."
Accounting Treatment of the Business Combination, page 140

8.       You state that the Business Combination will be accounted for as a
reverse
         recapitalization with Accel being identified as the accounting
acquirer. Please tell us why
         you believe that Accel is the accounting acquirer as the disclosure on
page 186 states that
         Accel shareholders will own approximately 33.75% of the equity
interests in the
         combined entity. Please provide us a comprehensive analysis of the
factors
         considered pursuant to ASC 805-10-55-11 through 55-15 to support your
conclusion and
         clarify your disclosures.
Unaudited Pro Forma Condensed Combined Financial Information, page 179

9.       Your pro forma financial statements are presented assuming (i) no
redemption of Class
         A ordinary shares and (ii) 4,500,000 Class A ordinary shares
representing 10% of the
         Public Shares are redeemed. Please revise to provide additional pro
forma information
         under maximum redemption scenario or explain why you believe your
disclosure
         complies with Rule 11-02(b)(8) of Regulation S-X.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 1. Basis of Pro Forma Presentation, page 184

10.      You state that Pace's assets and liabilities will be recorded at their
fair values measured as
         of the acquisition date in the Business Combination and the excess of
the purchase price
         over the estimated fair values of the net assets acquired, if
applicable, will be recorded as
         goodwill. Please reconcile such statement to the accounting treatment
disclosure on pages
         51 and 140, which indicates that the net assets of Pace will be stated
at historical cost with
         no goodwill or other intangible assets recorded.
Employment Agreements, page 229

11.      Please file copies of your employment agreements with Andrew
Rubenstein, Brian Carroll
         and Derek Harmer as exhibits. Refer to Item 601(b)(10)(iii)(A) of
Regulation S-K.
Business of Accel and Certain Information About Accel
Equity Incentive Plans of Accel, page 230

12.      We note your disclosure that any option under Accel's 2011 or 2016
Plans that is
         outstanding but has not yet vested immediately prior to the Business
Combination will be
         converted into a stock option that will be exercisable into Class A-1
Shares. Please
         disclose the number of options that will be subject to vesting
pursuant to these equity
         plans following the Business Combination.
 Karl Peterson
TPG Pace Holdings Corp.
October 2, 2019
Page 4
Non-GAAP Financial Measures
Adjusted Net Income and Adjusted EBITDA, page 241

13.   We note the adjustment "Amortization of route and customer acquisition
costs and
      location contracts acquired" in calculating the adjusted net income.
Please tell us how you
      determined that this adjustment does not substitute individually tailored
recognition and
      measurement methods for those of GAAP. Refer to Question 100.04 of the
Division's
      Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Senior Secured Credit Facility, page 244

14.   We note your disclosure that on April 10, 2018, Accel entered into a
Third Amended and
      Restated Loan and Security Agreement which extended the agreement
maturity date from
      November 2021 to April 2023. Please file the agreement as an exhibit to
your registration
      statement or tell us why you believe it is not required to be filed under
Item 601(b)(10) of
      Regulation S-K.
Accel Managements Discussion and Analysis of Financial Condition and Results of
Operations
Capital Expenditures , page 245

15.   Please expand your discussion to disclose your expected capital
expenditures for the year
      ended December 31, 2019. Refer to Item 303(a)(2)(i) of Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Suying Li, Staff Accountant, at (202) 551-3335 or Raj
Rajan, Staff
Accountant, at (202) 551-3388 if you have questions regarding comments on the
financial
statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Adviser, at (202)
551-3844 or, in her absence, Loan Lauren Nguyen, Legal Branch Chief, at (202)
551-3642 with
any other questions.



                                                            Sincerely,

FirstName LastNameKarl Peterson                             Division of
Corporation Finance
Comapany NameTPG Pace Holdings Corp.                        CF Office of Real
Estate &
                                                            Construction
October 2, 2019 Page 4
FirstName LastNameGriffin
cc:       James