0001193125-20-080759.txt : 20200320 0001193125-20-080759.hdr.sgml : 20200320 20200320164735 ACCESSION NUMBER: 0001193125-20-080759 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200320 DATE AS OF CHANGE: 20200320 GROUP MEMBERS: ANDREW H. RUBENSTEIN GROUP MEMBERS: CEP V CO-INVESTMENT LIMITED PARTNERSHIP GROUP MEMBERS: CLAIRVEST EQUITY PARTNERS V LIMITED PARTNERSHIP GROUP MEMBERS: CLAIRVEST EQUITY PARTNERS V-A LIMITED PARTNERSHIP GROUP MEMBERS: GORDON S. RUBENSTEIN SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90040 FILM NUMBER: 20732511 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAIRVEST GROUP INC CENTRAL INDEX KEY: 0001117988 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 d901163dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

ACCEL ENTERTAINMENT, INC.

(Name of Issuer)

Class A-1 Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00436Q106

(CUSIP Number)

 

Derek Harmer

Secretary

Accel Entertainment, Inc.

140 Tower Drive

Burr Ridge, Illinois 60527

(630) 972-2235

  

Nicolas H.R. Dumont, Esq.

Fenwick & West LLP

902 Broadway

New York, NY 10010

(212) 430-2600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 18, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

   SCHEDULE 13D   
CUSIP No. 00436Q106       Page 2 of 14 Pages

 

  1    

NAME OF REPORTING PERSON

 

Clairvest Group Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

Not applicable.

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

17,646,499(1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

17,646,499(1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

17,646,499(1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐

Not applicable

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

22.6%(2)

14   

TYPE OF REPORTING PERSON (See Instructions)

 

CO

(1)

Of these shares, 10,381,578 shares are owned by Clairvest Equity Partners V Limited Partnership, 1,970,962 shares are owned by Clairvest Equity Partners V-A Limited Partnership, and 5,293,959 shares are owned by CEP V Co-Investment Limited Partnership, each of which is an indirect subsidiary of Clairvest Group Inc.

(2)

Based on 78,230,060 shares of the Issuer’s Class A-1 Common Stock outstanding as of March 12, 2020.

   SCHEDULE 13D   
CUSIP No. 00436Q106       Page 3 of 14 Pages

 

  1    

NAME OF REPORTING PERSON

 

Clairvest Equity Partners V Limited Partnership

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

Not applicable.

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

10,381,578 (1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

10,381,578 (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,381,578 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐

Not applicable

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.3%(2)

14    

TYPE OF REPORTING PERSON (See Instructions)

 

PN

(1)

The Reporting Person is party to a Mutual Support Agreement that requires it to vote its outstanding shares of Class A-1 Common Stock in favor of certain director nominees of the Issuer in certain circumstances. See Item 6 of this Schedule 13D for additional information.

(2)

Based on 78,230,060 shares of the Issuer’s Class A-1 Common Stock outstanding as of March 12, 2020.

   SCHEDULE 13D   
CUSIP No. 00436Q106       Page 4 of 14 Pages

 

  1    

NAME OF REPORTING PERSON

 

Clairvest Equity Partners V-A Limited Partnership

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

Not applicable.

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

1,970,962(1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,970,962(1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,970,962(1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐

Not applicable

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%(2)

14    

TYPE OF REPORTING PERSON (See Instructions)

 

PN

(1)

The Reporting Person is party to a Mutual Support Agreement that requires it to vote its outstanding shares of Class A-1 Common Stock in favor of certain director nominees of the Issuer in certain circumstances. See Item 6 of this Schedule 13D for additional information.

(2)

Based on 78,230,060 shares of the Issuer’s Class A-1 Common Stock outstanding as of March 12, 2020.

   SCHEDULE 13D   
CUSIP No. 00436Q106       Page 5 of 14 Pages

 

  1    

NAME OF REPORTING PERSON

 

CEP V Co-Investment Limited Partnership

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

Not applicable.

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Manitoba, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

5,293,959(1)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

5,293,959(1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,293,959(1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐

Not applicable

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.8%(2)

14    

TYPE OF REPORTING PERSON (See Instructions)

 

PN

(1)

The Reporting Person is party to a Mutual Support Agreement that requires it to vote its outstanding shares of Class A-1 Common Stock in favor of certain director nominees of the Issuer in certain circumstances. See Item 6 of this Schedule 13D for additional information.

(2)

Based on 78,230,060 shares of the Issuer’s Class A-1 Common Stock outstanding as of March 12, 2020.

   SCHEDULE 13D   
CUSIP No. 00436Q106       Page 6 of 14 Pages

 

  1    

NAME OF REPORTING PERSON

 

Gordon S. Rubenstein

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

Not applicable.

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

3,169,985(1)(2)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

3,169,985(1)(2)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,169,985(1)(2)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐

Not applicable

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.1%(3)

14    

TYPE OF REPORTING PERSON (See Instructions)

 

IN

(1)

Of these shares, 264,101 shares are held by the Gordon S. Rubenstein and Krista M. Ramonas Joint Revocable Trust, of which the Reporting Person is the trustee, 575,787 shares are held by the Gordon Rubenstein SEP IRA and 1,951,463 shares are held by Fund Indy LLC of which the Reporting Person is the sole Member.

(2)

The Reporting Person is party to a Mutual Support Agreement that requires it to vote its outstanding shares of Class A-1 Common Stock in favor of certain director nominees of the Issuer in certain circumstances. See Item 6 of this Schedule 13D for additional information.

(3)

Based on 78,230,060 shares of the Issuer’s Class A-1 Common Stock outstanding as of March 12, 2020.

   SCHEDULE 13D   
CUSIP No. 00436Q106       Page 7 of 14 Pages

 

  1    

NAME OF REPORTING PERSON

 

Andrew H. Rubenstein

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☒        (b)  ☐

Not applicable.

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

8,827,281(1)(2)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

8,827,281(1)(2)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,827,281(1)(2)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

☐

Not applicable

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%(3)

14    

TYPE OF REPORTING PERSON (See Instructions)

 

IN

(1)

Of these shares, 4,477,338 shares are held by Harry R, LLC, of which the Reporting Person is the sole Member.

(2)

The Reporting Person is party to a Mutual Support Agreement that requires it to vote its outstanding shares of Class A-1 Common Stock in favor of certain director nominees of the Issuer in certain circumstances. See Item 6 of this Schedule 13D for additional information.

(3)

Based on 78,230,060 shares of the Issuer’s Class A-1 Common Stock outstanding as of March 12, 2020.

   SCHEDULE 13D   
      Page 8 of 14 Pages

 

Explanatory Note: This Amendment No. 2 relates to and amends the Statement of Beneficial Ownership on Schedule 13D of Clairvest Group Inc., CEP V Co-Investment Limited Partnership, Clairvest Equity Partners V Limited Partnership and Clairvest Equity Partners V-A Limited Partnership, each organized under the laws of Canada, Gordon S. Rubenstein, a U.S. citizen and Andrew H. Rubenstein, a U.S. citizen (each, a “Reporting Person” and collectively, the “Reporting Persons”), initially filed jointly by the Reporting Persons with the U.S. Securities and Exchange Commission (“SEC”) on December 2, 2019 and as amended on January 15, 2020 by the Amendment No. 1 (as filed and amended, the “Statement”), with respect to the Class A-1 Common Stock, par value $0.0001 per share, of Accel Entertainment, Inc., a Delaware corporation (“Accel” or the “Issuer”). Item 5 of the Statement is hereby amended to the extent herein after expressly set forth. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.

     
      Page 9 of 14 Pages

 

Item 5.

Interest in Securities of the Issuer.

The information previously provided in response to Item 5 is hereby amended and restated by replacing the text thereof in its entirety with the following:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A-1 Common Stock and percentage of Class A-1 Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A-1 Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 78,230,060 shares of the Issuer’s Class A-1 Common Stock outstanding as of March 12, 2020. All increases of shares of Class A-1 Common Stock in the table below as compared to the amounts disclosed in the Statement as amended on January 15, 2020 are attributable to the effectiveness of a Registration Statement on Form S-1 filed by Accel on February 19, 2020 (as amended on March 16, 2020) registering shares of Class A-1 Common Stock underlying warrants of Accel held by the Reporting Persons.

 

Reporting Person    Amount
beneficially
owned		     

Percent

of class

     Sole
power to
vote or to
direct the
vote		      Shared
power to
vote or to
direct the
vote		      Sole
power to
dispose or
to direct
the
disposition		      Shared
power to
dispose or
to direct
the
disposition		  

Clairvest Group Inc.(1)

      17,646,499        22.56 %      0        17,646,499        0        17,646,499  

Clairvest Equity Partners V Limited Partnership

      10,381,578        13.27 %      0        10,381,578        0        10,381,578  

Clairvest Equity Partners V-A Limited Partnership

      1,970,962        2.52 %      0        1,970,962        0        1,970,962  

CEP V Co-Investment Limited Partnership

      5,293,959        6.77 %      0        5,293,959        0        5,293,959  

Gordon S. Rubenstein; and

      3,169,985        4.05 %      0        3,169,985        0        3,169,985  

Andrew H. Rubenstein

      8,827,281        11.28 %      0        8,827,281        0        8,827,281  

 

(1)

Of the shares beneficially owned by Clairvest Group Inc., 10,381,578 shares are owned by Clairvest Equity Partners V Limited Partnership, 1,970,962 shares are owned by Clairvest Equity Partners V-A Limited Partnership, and 5,293,959 shares are owned by CEP V Co-Investment Limited Partnership, each of which is an indirect subsidiary of Clairvest Group Inc.

 

(c)

During the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in Class A-1 Common Stock.

 

(d)

None.

 

(e)

Not Applicable.

     
      Page 10 of 14 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 20, 2020

 

CLAIRVEST GROUP INC.
By:  

/s/ Kenneth Rotman

Name:   Kenneth Rotman
Title:   Chief Executive Officer & Managing Director
By:  

/s/ James Miller

Name:   James Miller
Title:   General Counsel & Corporate Secretary
CLAIRVEST EQUITY PARTNERS V LIMITED PARTNERSHIP, by its general partner, CLAIRVEST GP MANAGECO INC.
By:  

/s/ Kenneth Rotman

Name:   Kenneth Rotman
Title:   Chief Executive Officer & Managing Director
By:  

/s/ James Miller

Name:   James Miller
Title:   Corporate Secretary
CLAIRVEST EQUITY PARTNERS V-A LIMITED PARTNERSHIP, by its general partner, CLAIRVEST GENERAL PARTNER V L.P., by its general partner, CLAIRVEST GP (GPLP) INC.
By:  

/s/ Kenneth Rotman

Name:   Kenneth Rotman
Title:   Chief Executive Officer
By:  

/s/ James Miller

Name:   James Miller
Title:   Corporate Secretary
CEP V CO-INVESTMENT LIMITED PARTNERSHIP, by its general partner, CLAIRVEST GENERAL PARTNER V L.P., by its general partner, CLAIRVEST GP (GPLP) INC.
By:  

/s/ Kenneth Rotman

Name:   Kenneth Rotman
Title:   Chief Executive Officer
By:  

/s/ James Miller

Name:   James Miller
Title:   Corporate Secretary

     
      Page 11 of 14 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 20, 2020

 

/s/ Gordon S. Rubenstein

Gordon S. Rubenstein

/s/ Andrew H. Rubenstein

Andrew H. Rubenstein

   13D   
CUSIP No. 00436Q106       Page 12 of 14 Pages

 

EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Class A-1 Common Stock of Accel Entertainment, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Dated: March 20, 2020

 

CLAIRVEST GROUP INC.
By:  

/s/ Kenneth Rotman

Name:   Kenneth Rotman
Title:   Chief Executive Officer & Managing Director
By:  

/s/ James Miller

Name:   James Miller
Title:   General Counsel & Corporate Secretary
CLAIRVEST EQUITY PARTNERS V LIMITED PARTNERSHIP, by its general partner, CLAIRVEST GP MANAGECO INC.
By:  

/s/ Kenneth Rotman

Name:   Kenneth Rotman
Title:   Chief Executive Officer & Managing Director
By:  

/s/ James Miller

Name:   James Miller
Title:   Corporate Secretary
CLAIRVEST EQUITY PARTNERS V-A LIMITED PARTNERSHIP, by its general partner, CLAIRVEST GENERAL PARTNER V L.P., by its general partner, CLAIRVEST GP (GPLP) INC.
By:  

/s/ Kenneth Rotman

Name:   Kenneth Rotman
Title:   Chief Executive Officer
By:  

/s/ James Miller

Name:   James Miller
Title:   Corporate Secretary

     
      Page 13 of 14 Pages

 

CEP V CO-INVESTMENT LIMITED PARTNERSHIP, by its general partner, CLAIRVEST GENERAL PARTNER V L.P., by its general partner, CLAIRVEST GP (GPLP) INC.
By:  

/s/ Kenneth Rotman

Name:   Kenneth Rotman
Title:   Chief Executive Officer
By:  

/s/ James Miller

Name:   James Miller
Title:   Corporate Secretary

     
      Page 14 of 14 Pages

 

EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Class A-1 Common Stock of Accel Entertainment, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Dated: March 20, 2020

 

/s/ Gordon S. Rubenstein

Gordon S. Rubenstein

/s/ Andrew H. Rubenstein

Andrew H. Rubenstein