TPG PACE ENERGY HOLDINGS CORP. (NYSE:TPGE.UN) Files An 8-K Other Events

TPG PACE ENERGY HOLDINGS CORP. (NYSE:TPGE.UN) Files An 8-K Other Events

Item8.01

Other Events.

On May10, 2017, TPG Pace Energy Holdings Corp. (the
Company) consummated its initial public offering
(IPO) of 65,000,000 units (the Units), including
the issuance of 5,000,000 Units as a result of the underwriters
partial exercise of their over-allotment option. Each Unit
consists of one share of ClassA common stock of the Company, par
value $0.0001 per share (Common Stock), and one-third of
one warrant of the Company (Warrant), each whole warrant
entitling the holder to purchase one share of our Common Stock at
a price of $11.50 per share, subject to adjustment as provided in
the Companys registration statement on Form S-1, initially filed
with the Securities and Exchange Commission on April17, 2017
(File No.333-217338) (the Registration Statement). The
Units were sold at a price of $10.00 per unit, generating gross
proceeds to the Company of $650,000,000.

Simultaneously with the closing of the IPO, the Company completed
the private sale of 10,000,000 warrants (the Private Placement
Warrants) at a purchase price of $1.50 per Private Placement
Warrant, to the Companys sponsor, TPG Pace Energy Sponsor, LLC
(the Sponsor), generating gross proceeds to the Company of
approximately $15,000,000. The Private Placement Warrants are
identical to the warrants sold as part of the Units in the IPO,
except that the Sponsor has agreed not to transfer, assign or
sell any of the Private Placement Warrants (except to certain
permitted transferees) until 30 days after the completion of the
Companys initial business combination. The Private Placement
Warrants are also not redeemable by the Company so long as they
are held by the Sponsor or its permitted transferees.

A total of $650,000,000, comprised of $637,000,000 of the
proceeds from the IPO, including approximately $22,750,000 of the
underwriters deferred discount, and $13,000,000 of the proceeds
of the sale of the Private Placement Warrants, were placed in a
U.S.-based trust account at J.P. Morgan Chase Bank, N.A.,
maintained by Continental Stock Transfer Trust Company, acting as
trustee. Except with respect to interest earned on the funds in
the trust account that may be released to the Company to fund its
working capital requirements, subject to an annual limit of
$750,000, and/or to pay its taxes, the proceeds from the IPO will
not be released from the trust account until the earliest of
(i)the completion of the Companys initial business combination,
(ii)the redemption of any public shares properly tendered in
connection with a stockholder vote to amend the Companys amended
and restated certificate of incorporation to modify the substance
or timing of its obligation to redeem 50% of its public shares if
the Company does not complete its initial business combination
within 24 months from the closing of the IPO and (iii)the
redemption of all of the Companys public shares if it is unable
to complete its business combination within 24 months from the
closing of the IPO, subject to applicable law.

In connection with the IPO, the Company entered into the
following agreements previously filed as exhibits to the Companys
Registration Statement:

A Warrant Agreement, dated May4, 2017, between the Company and Continental Stock Transfer Trust Company, as warrant agent.

A Letter Agreement, dated May4, 2017, among the Company, its officers and directors and TPG Pace Energy Sponsor, LLC.

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An Investment Management Trust Agreement, dated May4, 2017, between the Company and Continental Stock Transfer Trust Company, as trustee.

A Registration Rights Agreement, dated May4, 2017, among the Company, TPG Pace Energy Sponsor, LLC and certain other security holders named therein.

An Administrative Services Agreement, dated May4, 2017, between the Company and TPG Global, LLC.

A Private Placement Warrants Purchase Agreement, dated May4, 2017, between the Company and TPG Pace Energy Sponsor, LLC.

An Indemnity Agreement, dated May4, 2017, between the Company and Stephen Chazen.

An Indemnity Agreement, dated May4, 2017, between the Company and Arcilia Acosta.

An Indemnity Agreement, dated May4, 2017, between the Company and David Bonderman.

An Indemnity Agreement, dated May4, 2017, between the Company and Edward Djerejian.

An Indemnity Agreement, dated May4, 2017, between the Company and Chad Leat.

An Indemnity Agreement, dated May4, 2017, between the Company and Michael MacDougall.

An Indemnity Agreement, dated May4, 2017, between the Company and Dan F. Smith.

An Indemnity Agreement, dated May4, 2017, between the Company and Martin Davidson.

An Indemnity Agreement, dated May4, 2017, between the Company and Eduardo Tamraz.

On May4, 2017, the Company issued a press release, a copy of
which is attached as Exhibit 99.1 to this Current Report on Form
8-K, announcing the pricing of the IPO. On May10, 2017, the
Company issued a press release, a copy of which is attached as
Exhibit 99.2 to this Current Report on Form 8-K, announcing the
closing of the IPO and the partial exercise of the underwriters
over-allotment option.

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Item9.01

Financial Statements and Exhibits.

(d)

Exhibits. The following exhibits are filed with this Form 8-K:

ExhibitNo.		DescriptionofExhibits
4.4		Warrant Agreement, dated May 4, 2017, between the Company and Continental Stock Transfer Trust Company, as warrant agent.
10.1		Letter Agreement, dated May 4, 2017, among the Company, its officers and directors and TPG Pace Energy Sponsor, LLC.
10.2		Investment Management Trust Agreement, dated May 4, 2017, between the Company and Continental Stock Transfer Trust Company, as trustee.
10.3		Registration Rights Agreement, dated May 4, 2017, among the Company, TPG Pace Energy Sponsor, LLC and certain other security holders named therein.
10.4		Administrative Services Agreement, dated May 4, 2017, between the Company and TPG Global, LLC.
10.5		Private Placement Warrants Purchase Agreement, dated May 4, 2017, between the Company and TPG Pace Energy Sponsor, LLC.
10.6		Indemnity Agreement, dated May 4, 2017, between the Company and Stephen Chazen.
10.7		Indemnity Agreement, dated May 4, 2017, between the Company and Arcilia Acosta.
10.8		Indemnity Agreement, dated May 4, 2017, between the Company and David Bonderman.
10.9		Indemnity Agreement, dated May 4, 2017, between the Company and Edward Djerejian.
10.10		Indemnity Agreement, dated May 4, 2017, between the Company and Chad Leat.
10.11		Indemnity Agreement, dated May 4, 2017, between the Company and Michael MacDougall.
10.12		Indemnity Agreement, dated May 4, 2017, between the Company and Dan F. Smith.
10.13		Indemnity Agreement, dated May 4, 2017, between the Company and Martin Davidson.
10.14		Indemnity Agreement, dated May 4, 2017, between the Company and Eduardo Tamraz.
99.1		Press Release, dated May 4, 2017.
99.2		Press Release, dated May 10, 2017.

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About TPG PACE ENERGY HOLDINGS CORP. (NYSE:TPGE.UN)
TPG Pace Energy Holdings Corp., (TPGE), is a blank check company. The Company is formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, and reorganization or similar business combination with one or more businesses. The Company seeks to focus its search for a target business in energy or energy related industries. As of February 14, 2017, the Company had not commenced any operations and had not generated any revenues. TPG PACE ENERGY HOLDINGS CORP. (NYSE:TPGE.UN) Recent Trading Information
TPG PACE ENERGY HOLDINGS CORP. (NYSE:TPGE.UN) closed its last trading session 00.00 at 10.15 with 69,085 shares trading hands.