Author: Joanne Houchell

Ascent, a leading provider of comprehensive data center solutions, today announced that, in partnership with TowerBrook Capital Partners, it has completed the purchase of two enterprise-grade data centers located in the Greater Atlanta and Toronto markets. Ascent and the seller, a global technology company, have entered into partial leasebacks for data center space at the properties, known as Ascent ATL1 and Ascent TOR1 Data Centers. The sale leaseback arrangement enables the customer to focus on its core business and provides them a partner in their data center facility operations, while at the same time allowing Ascent to bring additional high quality, purpose-built assets to market under its growing data center portfolio.

This strategic acquisition increases Ascent’s ability to immediately serve clients, offering new tenants the opportunity to step into enterprise-grade data center facilities in major markets. These facilities are exceptional assets, well suited for cloud and edge deployments with plug and play data center space immediately available and line of sight to substantial growth on the properties. ATL1 currently has up to 8.1 MW of critical power and is expandable up to 14 MW, and TOR1 will have up to 4.8 MW of critical power available in the 2nd quarter of this year with the overall site capable of expanding up to 75+ MW. Similar to Ascent’s data centers in Chicago and Dallas, both Atlanta and Toronto are equipped with significant security characteristics, concurrently maintainable infrastructure for 100 percent uptime, and other site-specific features.

“This acquisition is a perfect complement to Ascent’s solutions set and its ability to deliver quickly on complex customer data center challenges. Similar to other data center owners, this customer was reevaluating its real estate portfolio and operational needs. Our team and partners were able to put forth an action plan that enabled us to execute on this international transaction on a compressed timeline,” said Phil Horstmann, CEO of Ascent. “We look forward to working with our customer and bringing these enterprise-grade facilities and their respective data center capabilities to market for additional tenants.”

Ascent serves global clients with its data center facilities and critical infrastructure services, including 24×7 Critical Facility Operations, Ascent’s Navigator Platform, Engineering & Construction Services, IT Site Services, and related services.

Ladder Capital Corp (“Ladder” or the “Company”) (NYSE:LADR) and Related Companies (“Related”) today jointly announced that Related has made a strategic investment in Ladder. Related purchased $80 million of Ladder stock from certain pre-IPO shareholders of Ladder, including affiliates of TowerBrook Capital Partners and GI Partners. In connection with the investment, Ladder has granted Related a right of first offer with respect to certain horizontal risk retention investments in which Ladder intends to retain an interest. The investment was made by Related Real Estate Fund II, an opportunity fund, with equity commitments of over $1 billion.

Justin Metz, Managing Principal of Related Fund Management said, “Ladder’s strong and seasoned management team operates a disciplined and differentiated mortgage-focused lending platform and we believe the Company is undervalued by the public marketplace. The ability to acquire a significant stake, as well as join the Board, makes this investment an ideal fit for Related Fund Management and we look forward to a long-term partnership with Ladder.”

Jeff Blau, CEO of Related Companies said, “Ladder’s core earnings have been positive each quarter since their inception and they have never had a credit loss. We saw a strategic investment opportunity because we believe that the Company’s reported depreciated book value is a conservative representation of Ladder’s actual value.”

Brian Harris, Ladder’s Chief Executive Officer, commented, “We are pleased about Related’s investment in Ladder and appreciate the endorsement of our team and business model by one of the premier global real estate firms in the country. We look forward to partnering with Related and feel confident that Related’s expertise in the commercial real estate funds management business will prove helpful to our efforts in expanding Ladder’s asset management and institutional co-investment businesses.”

In conjunction with Related’s investment in Ladder, Ladder agreed to appoint Richard O’Toole, Executive Vice President and General Counsel of Related, to replace Jonathan Bilzin, Managing Director of TowerBrook Capital Partners, on Ladder’s Board of Directors, effective as of closing.

Mr. Bilzin commented, “TowerBrook has enjoyed being a part of Ladder’s creation and then watching it grow. TowerBrook continues to remain a large shareholder in the Company and we look forward to watching the team and the Company enjoy continued success.”

In joining Ladder’s Board of Directors, Mr. O’Toole brings with him over 35 years of legal, investment, and tax experience with respect to commercial real estate. Mr. O’Toole joined Related in 2005 from Paul, Hastings, Janofsky & Walker LLP, where he served as a Partner in the Tax Department for 5 years. Prior to Paul, Hastings, Janofsky & Walker LLP, Mr. O’Toole was a Partner in the Tax Department at Battle Fowler LLP for 13 years. Mr. O’Toole serves on the board of directors of Sterling Bancorp and its subsidiary bank; Equinox; Motivate, the operator of Citi Bike; and numerous subsidiaries of Related, and serves as an adjunct at Columbia University. Mr. O’Toole holds an LLM from New York University, a J.D. from St. John’s University School of Law, and a B.A. from St. John’s University.

J.Jill, a leading omni-channel, nationally recognized women’s apparel brand, today announced that it has commenced an initial public offering of 11,666,667 shares of its common stock. All shares are being sold by an existing stockholder. J.Jill will not receive any of the proceeds of the offering. The selling stockholder has also granted the underwriters a 30-day option to purchase an additional 1,750,000 shares of common stock. The price range for the initial public offering is currently estimated to be between $14.00 and $16.00 per share. J.Jill has been approved to list its common stock on the New York Stock Exchange under the ticker “JILL”.

BofA Merrill Lynch, Morgan Stanley and Jefferies are serving as joint lead book-running managers and as representatives of the underwriters for the proposed offering. Deutsche Bank Securities, RBC Capital Markets, UBS Investment Bank and Wells Fargo Securities are acting as joint book-running managers for the proposed offering.

The offering will be made only by means of a prospectus. A copy of the preliminary prospectus relating to this offering, when available, may be obtained from any of the following sources:

• BofA Merrill Lynch, Attention: Prospectus Department, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001.
• Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
• Jefferies LLC, Attention: Prospectus Department, 520 Madison Avenue, 2^nd Floor, New York, NY, 10022, via telephone: 877-547-6340, or via email: Prospectus_Department@Jefferies.com.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

TowerBrook today acquired the majority of the shares in Van Dijk Educatie, the Netherlands’ largest provider of learning materials. The investment will accelerate the education company’s national and international growth strategy. The terms of the acquisition have not been disclosed.

Van Dijk Educatie (VDE) has a turnover of EUR 303 million (2016) and plays a leading role in the learning materials market for secondary and higher education. VDE works with more than 780 educational institutions in the Netherlands and Belgium with a total of over 1.3 million pupils and students. In the past school year VDE yielded 13.1 million books and 3.2 million licenses for digital learning resources.

Hans van der Wind, CEO of VDE said: “This is good news for teachers, students and schools. We are the most important link between schools and study materials. This new partnership allows us to grow to a full European educational service organization. TowerBrook will support the digitization of learning materials and its usage. They share our strategic vision for the education sector and support our investment in the area.”

ApplePie Capital, the first online lender solely dedicated to the franchise industry, today announced that it has entered into a $180 million loan purchase agreement with TowerBrook Capital Partners L.P. (TowerBrook) to purchase franchise loans originated by ApplePie over a two-year period. Funding will come from TowerBrook’s Structured Opportunities Fund and a credit facility provided by SunTrust Banks, Inc. The TowerBrook relationship will enable ApplePie to further strengthen its position as a leading provider of innovative growth financing for the franchise industry.

ApplePie simultaneously announced a $16.5 million Series B round, co-led by QED Investors and Fifth Third Capital, the direct equity investment subsidiary of Fifth Third Bancorp. QED Investors follows its previous investments in ApplePie’s Seed and Series A rounds, while Fifth Third Capital is expected to add significant strategic value and open up new opportunities for growth. Previous investors participating in the Series B include Signia Venture Partners, Freestyle Capital, and Prosper president Ron Suber. Also participating in the round is Colchis Capital Management, L.P., a prominent investor in the online lending space.

“At our core, we are a growth delivery system for the franchise industry,” said Denise Thomas, ApplePie CEO and co-founder. “We unlock value for our franchise brand partners by providing capital to their franchisees, which helps brands grow.” Thomas continued, “The investments announced today will allow us to scale and dramatically advance our mission of transforming franchise finance, while providing TowerBrook with unprecedented access to high-quality credits in proven small businesses.”

As part of the agreement with TowerBrook, ApplePie also announced the addition of Tim Morris, former Chief Risk Officer of GE Capital Franchise Finance, as a strategic advisor to the firm. Tim spent over 25 years at GE Capital, a leading franchise lender specializing in financing mid-market operators in the restaurant industry.

“ApplePie is a channel-first specialty finance company that isn’t trying to compete in the open market with other lenders,” said Frank Rotman, founding partner of QED Investors. “By building partnerships directly with high-quality franchise brands and structuring lending products that work for their franchisees, ApplePie benefits from advantages in origination costs, underwriting and product fit, all of which build on each other to create a business model advantage.”

“The solid foundation created by Denise and her team has positioned ApplePie to continue their positive growth trajectory,” said Vanessa Indriolo Vreeland, head of acquisitions and strategic investments at Fifth Third. “Fifth Third’s investment in ApplePie reflects our confidence in their strong management team and their ability to help small business owners secure capital.”

Since it started lending in January 2015, ApplePie has formed partnerships with 40 franchise brands, funded over $50 million in loans, and returned over $7 million in principal and interest to investors. The company’s focus on quality credits is reflected by the financial profile of its borrowers (750+ FICO score; $2M median net worth) and strong credit performance to date.

The franchise industry is a strong and growing segment of the U.S. economy with $45 billion in annual capital demand. According to IHS Economics’ Franchise Business Economic Outlook for 2016, franchise businesses are projected to generate $552 billion in US GDP in 2016, representing 3% of total US GDP, and experience growth of 5.6%, outpacing the 4.4% growth projection of total US GDP. The industry is composed of nearly 800,000 establishments, and employs 1 in 15 working Americans.

The TowerBrook Structured Opportunities Fund (TSO) is an investment fund of TowerBrook Capital Partners targeting structured equity, structured assets and structured debt investments. TSO provides a source of stable and flexible capital for companies that are looking for new pathways to fuel their growth.

OVH, a leading provider of cloud infrastructure, telecommunications and web hosting services, today finalised a partnership with TowerBrook and KKR, two leading global investment firms, to further its global expansion. TowerBrook and KKR will acquire a minority stake in OVH for €250 million of growth capital that will allow OVH to take advantage of the rapidly expanding market for cloud and internet infrastructure services, while also broadening its customer base and services in new geographies. The Klaba family will retain the majority stake in the company and will continue, together with OVH management, to lead the company, its strategy and operations.

The Infrastructure-as-a-Service (IaaS) and Platform-as-a-Service (PaaS) markets are expected to continue to grow rapidly, driven in large part by the exploding demand for cloud services. With its hybrid cloud product portfolio, including both private and public cloud infrastructure and strict data protection policies in line with European standards, OVH is perfectly positioned to take advantage of this growth. This is supported by its reputation for excellent performance, innovation and strong customer service.

Founded in 1999 by Octave Klaba, OVH has grown rapidly to become the leading provider of dedicated cloud infrastructure in Europe with a total of 250,000 servers across 17 data centres in France and Canada. The company provides services to a million customers globally, and it boasts a long track record of technological innovation driven by a team of 400 dedicated research & development engineers. OVH’s turnover for FY 2016 stands at €320 million.

Octave Klaba, Founder, Chairman and CTO of OVH, said: ” TowerBrook and KKR are the perfect partners for OVH as we look to take the next step in our development into a truly global technology company. With their support, we are looking forward to scaling our company into new markets, while remaining completely committed to delivering excellence in security, service and innovation that our current customers expect.”

Laurent Allard, CEO of OVH, said: “This capital increase will allow us to invest €1.5 billion over 5 years. The aim is to provide ourselves with the means to consolidate our leading position in Europe and become a key global player in the cloud market. OVH already has strong assets (one of the largest server farms worldwide, 17 datacenters, record energy efficiency indicators), as well as an ambitious development plan for the next five years. Besides capital, TowerBrook and KKR will bring substantial operational expertise. Both firms have a successful track record in supporting entrepreneurs to grow their business to the next level.”

This transaction opportunity was identified as part of TowerBrook’s broad sourcing activities in the technology industry. TowerBrook’s extensive transatlantic network as well as its ability to structure a tailored investment meeting several objectives enable it to successfully partner with entrepreneurial businesses to open up new opportunities and create market-leading companies. This partnership approach fits well with founder-led businesses and has delivered real value to French companies as diverse as Infopro, Autodistribution and Kaporal.

TowerBrook and Bpifrance completed an investment in La Maison Bleue (“LMB”). Activa Capital and EPF have sold their holding in La Maison Bleue, a leading day-care nursery company founded in 2004, as part of a secondary management buyout. The management team of La Maison Bleue, led by Sylvain Forestier, increases its holding to 60% accompanied by TowerBrook and Bpifrance.

In a fast-growing and consolidating sector, La Maison Bleue has seen its sales increase from €40 million in 2012 to €125 million forecast for 2016, underlining its position as #3 in the French day-care nursery market. This strong growth has been accelerated by both a roll-out of new openings as well as buildup acquisitions, notably Baby and Co in 2013 and La Part de Rêve en 2015. LMB currently operates 180 nurseries and services approximately 700 nurseries within the Ma-creche.com network welcoming 7,000 children every month.

“Our objective is to continue to grow in France and accelerate international growth through significant build-ups. The continued support of Bpifrance, which has accompanied the company for the last 10 years and has strong sector knowledge will be key for our French development while TowerBrook will be a helpful partner in our international development”, declared Sylvain Forestier, CEO of La Maison Bleue.

This transaction opportunity was identified as part of TowerBrook’s broad sourcing activities in France. TowerBrook’s extensive network as well as its ability to structure a tailored investment meeting several objectives enable it to successfully partner with entrepreneurial businesses to open up new opportunities and create market-leading companies. This partnership approach fits well with founder-led businesses and has delivered real value to French companies as diverse as Infopro, Autodistribution and Kaporal.

TowerBrook Structured Opportunities (Onshore), L.P. (“TSO”) and its affiliated funds have announced that they have invested in Gravity Media Group (“Gravity”, or the “Company”), a UK-based provider of broadcasting equipment and solutions. This represents the first structured equity investment for TSO, which closed earlier in 2016 and is complementary to TowerBrook’s PE strategy.

Headquartered in Watford, UK, Gravity delivers outside broadcast, project solutions, broadcasting equipment rental, equipment sales and systems integration to broadcasters, production companies and content rights holders across the world. The Company, which was formed in 2000 following a management buyout led by its CEO John Newton, has grown rapidly to become a global business, establishing itself as a provider of quality and innovative broadcasting solutions for iconic sports events such as Formula One, the Tennis US Open, the ATP World Tour Masters 1000 and the soccer World Cup. Through its six subsidiary businesses, Gravity employs around 220 people across its offices in UK, Australia, USA, France and Qatar.

TowerBrook has deep expertise and a strong network within the live sports sector through its investments in the St. Louis Blues and CSTV Networks, as well as a strong track record within the broader media and communications industry. The TowerBrook investment comes as an exciting opportunity for Gravity as it enters its next phase of growth. TowerBrook will work closely with Gravity’s CEO John Newton and his management team to continue to support the Company’s strategy of pursuing innovative high quality broadcasting solutions, and to continue to enhance the Company’s technological edge and the breadth of its broadcasting services portfolio, through organic growth as well as value-adding acquisitions. A member of TowerBrook’s Senior Advisory Board, David Checketts (former President and CEO of Madison Square Garden, L.P.) will serve on the Company’s board of directors and TowerBrook will also have the right to appoint one additional director.

John Newton, the founder, Chief Executive Officer and majority shareholder of Gravity, said:

“The investment by TowerBrook will enable Gravity to grow and innovate to realise our ambition of becoming the global leader in supplying equipment, services and consultancy for the live broadcast sector. TowerBrook brings industry and operational experience, as well as capital, and has a strong track record for being an active and long-term value added investor.”

Ascension, the largest non-profit US health system, has reached an agreement with TowerBrook Capital Partners, an investment management firm, designed to invest in and strategically develop the Ascension subsidiary TriMedx, an independent market leader in the provision of healthcare technology management services to both healthcare providers and medical equipment and device manufacturers. Under the agreement, TriMedx and several related subsidiaries will become an independent business owned by Ascension and TowerBrook through a new partnership vehicle.

As part of the transaction, Ascension will enter into a new long-term customer contract with TriMedx for the provision of clinical engineering and other healthcare technology management services at Ascension’s sites of care. In addition to TowerBrook’s investment at closing, TowerBrook and Ascension have agreed to make significant capital commitments to further invest in TriMedx to fund potential acquisitions and other growth initiatives.

Started in 1998 as a small biomedical engineering department within Ascension’s St. Vincent Hospital in Indianapolis, TriMedx is now the leading independent, provider-driven healthcare technology management organization in the US. Today, TriMedx serves more than 1,800 healthcare providers across 28 states, including all of Ascension’s hospitals and related facilities.  TriMedx has serviced and maintains data on more than a million medical devices.  The company has saved more than $450 million in capital expenditures and operating costs for its client partners.

“This investment, coupled with access to TowerBrook’s management and investment expertise, is expected to help TriMedx and its talented leadership achieve its potential for rapid growth, enhanced service and expanded offerings for clients both domestically and internationally, including Ascension’s sites of care,” said John Doyle, Executive Vice President, Ascension, and President and Chief Executive Officer, Ascension Holdings.

“Given our success and the value of our services, there are tremendous opportunities for TriMedx to further expand our technology and informatics capabilities, as well as our base of key client partners,” said Greg Ranger, President and Chief Executive Officer of Medxcel, the parent company of TriMedx. “Our vision has always been to optimize and scale our technology and service model with Ascension and then to diversify and grow through other system partnerships. This new partnership with TowerBrook will enable us to invest in additional technology and service capabilities to further position TriMedx to meet the evolving needs of our current and future healthcare partners.”

“We are excited to be partnering with TowerBrook, a firm with significant investment expertise and values that align well with Ascension’s,” said Anthony R. Tersigni, EdD, FACHE, President and Chief Executive Officer, Ascension. “We have previously invested alongside TowerBrook, and the firm’s principals have consistently demonstrated a commitment to integrity and partnership, and a desire to build great companies that make lasting, positive contributions to the lives of the stakeholders they serve.”

TowerBrook Capital Partners L.P. (“TowerBrook”) and Apax Partners SA (“Apax France”) announced today that TowerBrook has signed a definitive agreement, together with management and Infopro’s founder and Executive Chairman Christophe Czajka, to acquire Infopro Digital SAS (“Infopro”, the “Company” or the “Business”) a French business-to-business (“B2B”) professional information services provider.

TowerBrook originally co-founded Infopro in 2001 with Christophe Czajka. The Company’s mission is to provide professional communities with a full range of business solutions to help them be more efficient and generate better and growing sales opportunities, leveraging its expertise in managing data around its portfolio of leading brands across six key industry verticals. The Company is active in three divisions: (i) Software, Data & Leads, which provides tailor-made information and decision-making tools delivered through software packages and digital platforms; (ii) Knowledge & Networking, which produces and delivers industry-specific content and solutions (subscriptions, training, events, etc.); and (iii) Global Trade Shows, which organises industry-specific exhibitions for professionals. In 2015, Infopro generated sales of €300m.

Since the disposal of Infopro by TowerBrook in 2007, the Company has delivered a number of initiatives under the guidance of Apax France which have further transformed the Business into a more efficient, diversified and resilient platform while growing the size of the Company fivefold. Specifically, Infopro has successfully acquired and integrated 12 companies during this time, including the transformational acquisitions of GISI in 2007 and Groupe Moniteur in 2013, while successfully managing the evolution from print to digital across its portfolio of information brands.

The acquisition by TowerBrook is an exciting opportunity for Infopro as it enters its next phase of growth. TowerBrook will work closely with Infopro’s CEO Julien Elmaleh, Christophe Czajka and the rest of the management team to continue to support the Company’s successful strategy of pursuing value-added M&A and developing its portfolio of brands to capitalise on new growth opportunities.

Christophe Czajka, founder and Executive Chairman of Infopro said: “I am delighted to once again partner with TowerBrook on this next stage of Infopro’s development. Our ambition is to continue the Company’s successful build-up strategy with a particular focus on expanding our international presence, while leveraging TowerBrook’s deep expertise and strong network in the markets that we serve.”

The transaction is expected to complete in the second quarter of 2016 following customary competition filings.

Advisers to TowerBrook included Messier, Maris et Associés and BNP Paribas (M&A), Weil, Gotshal & Manges (legal), and Ernst & Young (accounting, tax & market).

Advisers to Apax France included Rothschild (M&A), Darrois Villey Maillot Brochier (legal), PwC (accounting) and BCG (commercial).