S-1MEF

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on September 23, 2020

Registration Number 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Accel Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

7900

(Primary Standard Industrial Classification Code Number)

98-1350261

(IRS Employer Identification Number)

140 Tower Drive

Burr Ridge, Illinois 60527

(630) 972 -2235

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Derek Harmer

General Counsel, Chief Compliance Officer and Secretary

140 Tower Drive

Burr Ridge, Illinois 60527

(630) 972 -2235

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all correspondence to:

Robert Freedman, Esq.

Nicolas H.R. Dumont, Esq.

Fenwick & West LLP

902 Broadway, Suite 14

New York, NY 10010

(212) 430-2600

Alexander D. Lynch, Esq.

Barbra J. Broudy, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-248949

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Class A-1 common stock, par value $0.0001 per share	879,763	$10.50	$ 9,237,511.50	$1,119.03

(1)	Includes the offering of additional shares of Class A-1 common stock pursuant to the underwriters’ option to purchase additional shares. Does not include 8,320,237 shares of Class A-1 common stock previously registered by the Company on the Registration Statement on Form S-1 (333-248949).

(2)	Based on the public offering price.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.

EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Accel Entertainment, Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-248949), originally filed September 21, 2020 (the “September Registration Statement”), which was declared effective by the Commission on September 23, 2020.

The Registrant is filing this registration statement for the sole purpose of increasing the aggregate number of shares of Class A-1 common stock offered and registered under the September Registration Statement by 879,763 shares. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the September Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Commission that (i) it has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account as soon as practicable (but no later than the close of business on September 24, 2020), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) it will confirm receipt of such instructions by its bank during regular business hours on September 24, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burr Ridge, State of Illinois, on this 23rd day of September, 2020.


Accel Entertainment, Inc.

By:	/s/ Derek Harmer
	Name:	Derek Harmer
	Title:	General Counsel, Chief Compliance Officer and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the Registrant, Accel Entertainment, Inc., in the capacities and on the date indicated.


Name	Title	Date

* Andrew Rubenstein	Chief Executive Officer, President and Director (Principal Executive Officer)	September 23, 2020

* Brian Carroll	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	September 23, 2020

* Karl Peterson	Director	September 23, 2020

* Gordon Rubenstein	Director	September 23, 2020

* Kathleen Philips	Director	September 23, 2020

* David W. Ruttenberg	Director	September 23, 2020

* Eden Godsoe	Director	September 23, 2020

* Kenneth B. Rotman	Director	September 23, 2020

* Dee Robinson	Director	September 23, 2020


By:		/s/ Derek Harmer
		Attorney-in-Fact

II-2

Exhibit 5.1

LOGO

September 23, 2020

Accel Entertainment, Inc.

140 Tower Drive

Burr Ridge, Illinois 60527

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-1 (the “Registration Statement”) filed by Accel Entertainment, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration under the Securities Act of an aggregate of 879,763 shares (the “Stock”) of the Company’s Class A-1 Common Stock, par value $0.0001 (the “Class A-1 Common Stock”), to be offered and sold by the Company.

The Registration Statement incorporates by reference the registration statement on Form S-1 originally filed with the Commission on September 21, 2020 (File No. 333- 248949), which was declared effective on September 23, 2020, including the prospectus which forms a part thereof (the “Prospectus”).

In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the underwriting agreement pursuant to which the Stock will be sold to the underwriters, the Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by reference, the Prospectus, the Company’s Amended and Restated Certificate of Incorporation, filed with and certified by the Delaware Secretary of State on November 20, 2019 (the “Restated Certificate”) the Company’s Amended and Restated Bylaws as amended to date, certified to us as of the date hereof by an officer of the Company as being complete and in full force and effect as of the date hereof (as amended, the “Restated Bylaws”), certain minutes of meetings and actions by written consent of the Company’s Board of Directors (the “Board”), the Pricing Committee of the Board and the Company’s stockholders (the “Stockholders”) relating to the Registration Statement, the Restated Certificate and Restated Bylaws were approved, an opinion certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the “Opinion Certificate”) and such other agreements, documents, certificates and statements of the Company, its transfer agent, and public or government officials, as we have deemed advisable.

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities (other than the Company) executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us.

The Company’s capital stock is uncertificated. We assume that the issued Class A-1 Common Stock will not be reissued by the Company in uncertificated form until any previously issued stock certificate representing such issued Class A-1 Common Stock have been surrendered to the Company in accordance with Section 158 of the Delaware General Corporation Law and that the Company will properly register the transfer of the Stock to the purchasers of such Class A-1 Common Stock on the Company’s record of uncertificated securities.

We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Delaware General Corporation Law.

In connection with our opinion expressed in paragraph (1) below, we have assumed that, at or prior to the time of the delivery of any shares of Stock, the Registration Statement will have been declared effective under the Securities Act, that the registration will apply to such shares of Stock and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such shares of Stock.

This opinion is based upon the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients regarding, opinions of the kind set forth in this opinion letter, including customary practice as described in bar association reports.

Based upon the foregoing, we are of the following opinion:

(1) the up to 879,763 shares of Stock to be issued and sold by the Company, when issued, sold and delivered in the manner and for the consideration stated in the Registration Statement and the Prospectus and in accordance with the resolutions adopted by the Board and to be adopted by the Pricing Committee of the Board, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto.

This opinion is intended solely for use in connection with issuance and sale of shares of Stock subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and is based solely on our understanding of facts in existence as of such date after the aforementioned examination. In rendering the opinions above, we are opining only as to the specific legal issues expressly set forth therein, and no opinion shall be inferred as to any other matter or matters. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify any of the opinions expressed herein.

Very truly yours,

/s/ Fenwick & West LLP

FENWICK & WEST LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Accel Entertainment, Inc.:

We consent to the use of our report dated March 13, 2020, with respect to the consolidated balance sheets of Accel Entertainment, Inc. and its subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

Our report contains explanatory paragraphs that state (1) the Company has changed its method of accounting for revenue from contracts with customers and related costs as of January 1, 2019 due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, and (2) the Company consummated a merger on November 20, 2019, which has been accounted for as a reverse recapitalization.

/s/ KPMG LLP

Chicago, Illinois

September 23, 2020

Exhibit 23.2

Consent of Independent Auditor

We consent to the incorporation by reference in the Registration Statement on Form S-1 of Accel Entertainment, Inc. filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of our report dated March 28, 2019, relating to the consolidated financial statements of Grand River Jackpot, LLC and Subsidiary as of and for fiscal year ending December 31, 2018, which is contained in the prospectus.

We also consent to the reference of our firm under the heading “Experts” in the prospectus.

/s/ RSM US LLP

Davenport, Iowa

September 23, 2020


Exhibit No.		Description

5.1		Opinion of Fenwick & West LLP

23.1		Consent of KPMG LLP, independent registered public accounting firm for Accel Entertainment, Inc.

23.2		Consent of RSM US LLP, independent auditor for Grand River Jackpot, LLC.

23.3		Consent of Fenwick & West LLP (included in Exhibit 5.1).

24.1		Power of Attorney (incorporated by reference to Exhibit 24.1 of the Company’s Registration Statement Form S-1 filed with the SEC on February 19, 2020)

24.2		Power of Attorney (incorporated by reference to Exhibit 24.2 of the Company’s Registration Statement Form S-1 filed with the SEC on September 21, 2020)