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 VCo-Investment Limited Partnership, Clairvest Equity Partners V Limited Partnership and Clairvest Equity PartnersV-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 theClass 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 ofClass A-1 Common Stock and percentage ofClass A-1 Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares ofClass 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’sClass A-1 Common Stock outstanding as of March 12, 2020. All increases of shares ofClass 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 FormS-1 filed by Accel on February 19, 2020 (as amended on March 16, 2020) registering shares ofClass 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 PartnersV-A Limited Partnership | 1,970,962 | 2.52 | % | 0 | 1,970,962 | 0 | 1,970,962 | |||||||||||||||||
CEP VCo-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 PartnersV-A Limited Partnership, and 5,293,959 shares are owned by CEP VCo-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 inClass 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 PARTNERSV-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 VCO-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 theClass 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 PARTNERSV-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 VCO-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 theClass 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 |
