8-K
false 0001698991 0001698991 2020-09-23 2020-09-23

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2020

 

 

ACCEL ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38136   98-1350261

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

140 Tower Drive

Burr Ridge, Illinois

   60527
(Address of principal executive offices)   (Zip Code)

(630) 972-2235

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

symbol(s)

  

Name of each exchange

on which registered

Class A-1 common stock, par value $0.0001 per share   ACEL   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

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 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01.

Other Events.

On September 23, 2020, Accel Entertainment, Inc. (the “Company”), issued a press release announcing that it has priced the previously announced underwritten public offering of its Class A-1 Common Stock, consisting of 8,000,000 shares offered by the Company at a public offering price of $10.50 per share. The Company has granted the underwriters a 30-day option to purchase up to an additional 1,200,000 shares of Class A-1 Common Stock.

A copy of the Company’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

    Description
99.1*    Press Release dated September 23, 2020
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Filed herewith.

 

2

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: September 23, 2020     By:  

/s/ Derek Harmer

      Derek Harmer
      General Counsel, Chief Compliance Officer and Secretary

 

3

EX-99.1

Exhibit 99.1

Accel Entertainment, Inc. Announces Pricing of Public Offering of Class A-1 Common Stock

CHICAGO - September 23, 2020 - Accel Entertainment, Inc. (NYSE: ACEL) (the “Company”) announced today the pricing of its previously announced underwritten public offering of its Class A-1 Common Stock. The Company will sell 8,000,000 shares of its Class A-1 Common Stock at a public offering price of $10.50 per share for a total offering size of $84,000,000. The Company has granted the underwriters a 30-day option to purchase up to an additional 1,200,000 shares of Class A-1 Common Stock. The offering is expected to close on or about September 28, 2020, subject to customary closing conditions.

Accel intends to use the net proceeds it receives from the offering for general corporate purposes.

Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running managers and as representatives of the underwriters for the offering and Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are acting as joint book-running managers for the offering.

The offering will be made only by means of a prospectus. A preliminary prospectus related to the offering has been filed with the Securities and Exchange Commission (the “SEC”) and is available on the SEC’s website at http://www.sec.gov. Copies of the preliminary prospectus may also be obtained by contacting either of the following underwriters: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by phone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by email at prospectus-eq_fi@jpmchase.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The offering will be made under a combined prospectus filed as part of the registration statement on Form S-1 that was declared effective by the SEC on September 23, 2020.

About the Company

Accel is a leading distributed gaming operator in the United States on an Adjusted EBITDA basis, and a preferred partner for local business owners in the Illinois market. Accel’s business consists of the installation, maintenance and operation of VGTs, redemption devices that disburse winnings and contain ATM functionality, and other amusement devices in authorized non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores.

Forward looking statements

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, 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 Securities and Exchange Commission (“SEC”). 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 Registration Statement on Form S-1, filed September 21, 2020 which is available publicly on the SEC’s website at www.sec.gov.

Media:

Eric Bonach

Abernathy MacGregor

212-371-5999

ejb@abmac.com