Author: Joanne Houchell

Ironshore Inc. (“Ironshore”) and Fosun International Limited (HKEx stock code: 00656, together with its subsidiaries, “Fosun”) announced today that they have entered into a definitive agreement for Fosun to purchase ordinary shares of Ironshore that would represent 20% of Ironshore’s total outstanding ordinary shares on a fully diluted basis. Ironshore will use all of the proceeds from the share issuance to fund repurchases of outstanding ordinary shares from existing shareholders, including existing long-term private equity shareholders. After giving effect to Fosun’s equity purchase and Ironshore’s use of proceeds, Fosun will be the largest shareholder of Ironshore.

The transaction is subject to the receipt of regulatory approvals and other customary closing conditions.

Fosun is a leading investment group taking roots in China with a global foothold. Fosun regards the development of the insurance business as a premium path in connecting its investment capability to long-term high-quality capital. Currently, Fosun has more than one third of its total assets invested in insurance business including investments in Yong’an P&C Insurance, Pramerica Fosun Life Insurance and Peak Reinsurance and in Fidelidade Group, Portugal’s largest insurance company.

Guo Guangchang, Chairman of Fosun, said, “Fosun has been making determined efforts in establishing insurance as its core business. Our strategic investment in Ironshore represents another milestone for Fosun and will enable Fosun to further expand its insurance business and strengthen its comprehensive financial capabilities.”

Kevin H. Kelley, Chief Executive Officer of Ironshore, said, “We are excited about our new partnership with Fosun as a core long-term strategic investor in Ironshore. Fosun brings a global perspective with valuable Asian market connections combined with a very strong investment management track record. This partnership further enhances Ironshore’s unique position to grow profitably in the global insurance market.”

Sound Physicians, an innovative physician services organization with more than 1,000 hospitalists and a proven record of improving quality, satisfaction and financial performance for more than 100 hospitals and post-acute centers, announced a recapitalization with new majority shareholder Fresenius Medical Care and strategic partners Ascension and Dignity Health. TowerBrook Capital Partners will continue as an investor in the new corporate structure alongside existing management shareholders.

The new members of the ownership group bring significant experience in national healthcare services which will further advance Sound Physicians’ continued expansion nationwide for hospitalist and post-acute care services. Sound Physicians’ board of directors selected Fresenius Medical Care as lead investor based on its strong track record of success as a global healthcare services company delivering high quality patient care to thousands of hospitals globally. Fresenius Medical Care has proven to be a trusted partner to private and public payors alike, delivering significant improvements in quality together with reduction in cost under a variety of innovative bundled and pay-for-performance payment models. These capabilities, combined with Sound Physicians’ patient-centered approach, web-based workflow platform and experienced physician leadership coupled with the endorsement and support of leading health systems Ascension and Dignity, clearly positions Sound Physicians as the partner of choice for breakthrough results throughout the acute episode of care.

Hospitalists are different from many other physicians in that they provide care to patients almost exclusively in an acute or post-acute setting, rather than in an office practice. By coordinating care among hospital staff and patients’ primary care physicians and specialists, Sound Physicians’ hospitalists help improve patients’ length of stay in the hospital and reduce the occurrence of readmissions, leading to better health outcomes and reductions in the total cost of care.

“We are excited to have Fresenius Medical Care, Ascension and Dignity Health as our new investment partners,” noted Rob Bessler, MD, Chief Executive Officer of Sound Physicians. “Fresenius Medical Care brings decades of experience in managing high-risk, chronically-ill patients, improving quality, patient satisfaction and reducing the cost of care. Its values and business goals are closely aligned with Sound Physicians, and our hospital partners. I look forward to benefiting from Fresenius Medical Care’s leadership as significant majority shareholder in advancing innovation and improvement in the acute episode of care in hospitals and post-acute arenas throughout the U.S.”  Dr. Bessler added, “I also look forward to working more closely with both Ascension and Dignity, two of the nation’s leading and most forward thinking health systems, to further expand Sound’s leading clinical capabilities to additional healthcare facilities across the U.S.”

“Our investment in Sound Physicians represents a continued commitment to improving the quality of healthcare,” said Ron Kuerbitz, Chief Executive Officer of Fresenius Medical Care North America. “Sound Physicians and Fresenius Medical Care have common goals of improving patient outcomes and controlling the cost of healthcare. With Sound Physicians’ innovative solutions designed to drive process improvement, we see a significant potential for further advancements in improving the acute episode of care in both hospitals and post-acute care centers.”

“Ascension has worked diligently to engage and support physicians,” said Anthony J. Speranzo, Executive Vice President and Chief Financial Officer of Ascension. “In collaboration with our physicians, we have introduced solutions and opportunities designed to improve physician satisfaction as well as evidence-based protocols aligned with our mutual interest in quality and safety. Sound Physicians and Ascension share a deep respect for physicians, a commitment to improving quality while providing critical person-centered care to individuals in a variety of clinical settings across the care continuum.”

Michael D. Blaszyk, Senior Executive Vice President, Chief Corporate Officer and Chief Financial Officer of Dignity Health noted, “To be successful, healthcare organizations need a seamlessly integrated system focused on the patient’s acute episode of care. We see what Sound Physicians is doing in this regard and believe it is fully in line with Dignity Health’s philosophy of care. Overall, we see the approach that Sound Physicians is taking in the continuum of acute care and believe we are right on target with where we feel health care needs to be headed now and in the future. With Sound Physicians, it is possible for health systems to make strategic decisions that better align the goals of the health system, payors and patients.”

Ian Sacks, Managing Director of TowerBrook Capital Partners, commented, “We have enjoyed a wonderful partnership with Sound and its management team, during which time Sound has established itself as an important and value-added partner to many leading hospitals and healthcare systems throughout the U.S.  We believe that Sound is well positioned to continue to deliver unique and important inpatient solutions throughout the transitioning healthcare landscape, and we look forward to working with Fresenius, Ascension and Dignity to further Sound’s capabilities and expansion efforts.”

J.P. Morgan is acting as Sound Physicians’ financial advisor in this transaction, and Kirkland & Ellis LLP, Kutak Rock LLP and Simpson Thacher & Bartlett LLP are acting as Sound Physicians’ legal counsel. Dentons is acting as Fresenius Medical Care’s legal counsel and bridge financing to close the transaction was provided by Wells Fargo.

TowerBrook Capital Partners, L.P. (“TowerBrook”), a leading international investment management firm, has announced that funds under its control will acquire Independent Clinical Services (“ICS”) from private equity funds managed by affiliates of The Blackstone Group, L.P (“Blackstone”) and will appoint former Capita CEO, Paul Pindar, as Chairman of the Board.

Based in London, ICS is a leading provider of staffing, complex care services and administrative outsourcing for clients in the healthcare sector. Its database of 20,000 on-call temporary healthcare professionals provide a critical balancing service which ensures hospitals and GP surgeries can find key workers with specialist skills at short notice.

The acquisition is made at a time of strong market dynamics for healthcare staffing services in the UK, driven by the need to improve efficiency of service and the continuing emphasis on enhancing quality of patient care at ward level and throughout the NHS.

As part of the acquisition process TowerBrook have appointed Paul Pindar to be Chairman of the ICS Board. Paul brings 27 years of experience in the service outsourcing industry, including 15 years as CEO of Capita, the FTSE 100 outsourcing company. He will assist ICS’s management team, led by CEO Richard MacMillan, in developing the Group’s strategy on technology investment and international expansion.

Commenting on his appointment, Paul Pindar, said:
“I am delighted to be joining the ICS Board at a time of great promise for both the company and the healthcare staffing sector. I greatly admire and respect the management team and I look forward to working with them to grow the business.”

Richard MacMillan, CEO of ICS, said:
“There is a growing demand placed on healthcare services in the UK which means it is critical that the right skills are in the right places. ICS is there to help healthcare service providers find the staff they need to deliver high-quality patient care and we are pleased to be entering a new phase of growth under our new owners.”

Gordon Holmes, Managing Director at TowerBrook, said:
“The opportunity to acquire ICS came about through the increased activity of our London office in the healthcare industry. It fits well with our overall investment strategy to back strong management teams operating in growth markets”

Robert Reid, Senior Managing Director at Blackstone, said:
“We are delighted to have made our investment in ICS. The company has gone from strength to strength in recent years and we look forward to witnessing the next chapter in its story.”

AIM Aviation today announces the appointment of two new Directors. Dave Barger and Steve Ridgway CBE have joined the board of the market-leading provider of aircraft cabin interiors, as Non-Executive Directors.

Dave Barger helped found JetBlue Airways in 1998 as President and Chief Operating Officer, and is currently its Chief Executive Officer and a member of the Board of Directors. Since its first flight in February 2000, JetBlue has redefined the customer experience, focusing on the right combination of enhanced product and personalized service. “AIM Aviation is uniquely positioned to influence the continued evolution of commercial aviation, and I look forward to bringing my experience to the table to help guide the company,” Mr. Barger said.

Steve Ridgway CBE is the Chairman of Scandlines Ferries in Denmark and Chairman of Start JG, a leading brand agency in London. He was Chief Executive of Virgin Atlantic from 1998 to 2013, having joined the airline in 1989 and previously help the post of Managing Director. Mr. Ridgway’s early career with Toleman Group and Cougar Marine culminated in the re-capture of the famous Blue Riband for the fastest crossing of the North Atlantic in Virgin Atlantic Challenger II in 1986. In 2007, Steve Ridgway was awarded a CBE for services to Aviation. Mr. Ridgway said “I am delighted to join AIM Aviation at this very exciting time for the commercial aerospace industry. I have known AIM for many years and have always challenged them to innovate and provide high quality service to their customers so will enjoy being able to help that further in my new Board role”.

The two new directors join AIM Aviation at an exciting time of growth. The company was acquired by TowerBrook Capital Partners in September 2013. Following which, Andy Stevens, previously CEO of Cobham plc, was appointed as Chairman of AIM Aviation. Since then, AIM Aviation has made significant investment in new facilities at two of its production sites.

Mark Edwards, CEO of AIM Aviation commented: “We are extremely pleased to welcome David and Steve to the board at AIM Aviation. They each bring with them a wealth of knowledge and experience in the industry and we are confident they will help to steer the company to even greater success.”

Ladder Capital Corp (NYSE: LADR) announced today that it has completed an initial public offering of 15,237,500 shares of its Class A common stock at a price to the public of $17.00 per share, including 1,987,500 shares sold in connection with the full exercise of the option to purchase additional shares granted to the underwriters. All of the shares in the offering are being offered by Ladder Capital Corp.

Deutsche Bank Securities, Citigroup, Wells Fargo Securities, BofA Merrill Lynch and J.P. Morgan acted as joint book-running managers of the offering, and FBR, JMP Securities and Keefe, Bruyette & Woods acted as co-managers. The offering of these securities was made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained from: Deutsche Bank Securities Inc., Attn.: Prospectus Group, 60 Wall Street, New York, NY 10005¬2836, Tel: (800) 503-4611, Email: prospectus.CPDG@db.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Tel: (800) 831-9146; Wells Fargo Securities, LLC, Attention: Equity Syndicate Dept., 375 Park Avenue, New York, NY 10152, Tel: (800) 326-5897, Email: cmclientsupport@wellsfargo.com; BofA Merrill Lynch, Attention: Prospectus Department, 222 Broadway, New York, NY 10038, Email: dg.prospectus_requests@baml.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, Tel: (866) 803-9204.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on February 5, 2014. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Ladder

Ladder is a leading commercial real estate finance company that originates and invests in a diverse portfolio of commercial real estate and real estate-related assets, focusing on senior secured assets. Ladder’s investment activities include: (i) direct origination of mid-market commercial real estate first mortgage loans of $5 million to $100 million; (ii) investments in investment grade securities secured by first mortgage loans on commercial real estate; and (iii) investments in net leased and other commercial real estate. Founded in 2008, Ladder is run by a highly experienced management team with extensive expertise in all aspects of the commercial real estate industry, including origination, credit, underwriting, structuring, capital markets and asset management. Led by Brian Harris, the Company’s Chief Executive Officer, Ladder is headquartered in New York City and has branches in Boca Raton and Los Angeles.

Forward-Looking Statements

Certain statements in this release may constitute “forward-looking” statements, including with respect to the closing of Ladder Capital Corp’s initial public offering. These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While Ladder Capital Corp believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are a number of risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein. Such forward-looking statements are made only as of the date of this release. Ladder Capital Corp expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or changes in events, conditions, or circumstances on which any such statement is based.

Investor Contact

Ladder Capital Corp Investor Relations
(917) 369-3207
investor.relations@laddercapital.com

Ladder Capital Corp announced today the pricing of its initial public offering of 13,250,000 shares of its Class A common stock at a price to the public of $17.00 per share. All of the shares in the offering are being offered by Ladder Capital Corp. In addition, Ladder Capital Corp has granted the underwriters a 30-day option to purchase up to an additional 1,987,500 shares of its Class A common stock to cover over-allotments, if any. The shares are expected to begin trading on February 6, 2014 on the New York Stock Exchange under the ticker symbol “LADR.” The closing of the offering is expected to occur on February 11, 2014, subject to the satisfaction of customary closing conditions.

Deutsche Bank Securities, Citigroup, Wells Fargo Securities, BofA Merrill Lynch and J.P. Morgan are acting as joint book-running managers of the proposed offering, and FBR, JMP Securities and Keefe, Bruyette & Woods are acting as co-managers. The proposed offering of these securities will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the offering may be obtained from: Deutsche Bank Securities Inc., Attn.: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, Tel: (800) 503-4611, Email: prospectus.CPDG@db.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Tel: (800) 831-9146 ; Wells Fargo Securities, LLC, Attention: Equity Syndicate Dept., 375 Park Avenue, New York, NY 10152, Tel: (800) 326-5897, Email: cmclientsupport@wellsfargo.com; BofA Merrill Lynch, Attention: Prospectus Department, 222 Broadway , New York, NY 10038, Email: dg.prospectus_requests@baml.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, Tel: (866) 803-9204.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on February 5, 2014. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Ladder

Ladder is a leading commercial real estate finance company that originates and invests in a diverse portfolio of commercial real estate and real estate-related assets, focusing on senior secured assets. Ladder’s investment activities include: (i) direct origination of mid-market commercial real estate first mortgage loans of $5 million to $100 million; (ii) investments in investment grade securities secured by first mortgage loans on commercial real estate; and (iii) investments in net leased and other commercial real estate. Founded in 2008, Ladder is run by a highly experienced management team with extensive expertise in all aspects of the commercial real estate industry, including origination, credit, underwriting, structuring, capital markets and asset management. Led by Brian Harris, the Company’s Chief Executive Officer, Ladder is headquartered in New York City and has branches in Boca Raton and Los Angeles.

Forward-Looking Statements

Certain statements in this release may constitute “forward-looking” statements, including with respect to the closing of Ladder Capital Corp’s initial public offering. These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While Ladder Capital Corp believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are a number of risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein. Such forward-looking statements are made only as of the date of this release. Ladder Capital Corp expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or changes in events, conditions, or circumstances on which any such statement is based.

Investor Contact

Ladder Capital Corp Investor Relations
(917) 369-3207
investor.relations@laddercapital.com

TowerBrook Capital Partners L.P. (“TowerBrook”), a leading international investment management firm, and LDC, a leading UK mid-market private equity house, jointly announce that TowerBrook has agreed to acquire a controlling stake in AIM Aviation Limited (“AIM Aviation”) from LDC.

AIM Aviation designs, engineers and manufactures cabin interiors for the world’s major airlines on Airbus, Boeing and military aircraft, from its base in the UK.

The market-leading services of AIM Aviation include: exterior and interior composite assemblies, stowages and galleys, premium monuments and bar units, lounges, sky shops and seat modules – in fact the entire cabin interior from cockpit to rear pressure bulkhead, all inspirationally designed, meticulously engineered and beautifully crafted.

In-house research and development expertise enables innovative ideas and materials to meet with the vision of the airline and the standards of the aircraft manufacturer. Design and engineering skills allow AIM Aviation to offer both practical solutions and striking, unique, statement pieces.

With plane manufacturers’ backlogs at an all-time high, the global commercial aviation industry is expected to benefit significantly from the increase in air traffic anticipated in the next few years. With its strong reputation for engineering capabilities and customer service, AIM Aviation is uniquely positioned to benefit from this growth.

Mark Edwards, CEO of AIM Aviation, commented: “This is a positive move for our clients, employees and business. Our plans for growth remain in place and it continues to be business as usual.”

Rayhan Davis of TowerBrook said: “We are delighted to be investing in AIM Aviation and we look forward to working with the management team to help the business execute on its next phase of development.”

The transaction is subject to regulatory approval and is expected to complete in Q4 2013.

True Religion Apparel, Inc. (Nasdaq: TRLG) today announced the completion of the acquisition of the Company by TowerBrook Capital Partners L.P. (“TowerBrook”), the New York and London-based investment management firm. As previously announced, TowerBrook acquired True Religion for $32 per share in a transaction valued at approximately $824 million.

The transaction was approved by the Company’s shareholders at a special meeting of True Religion shareholders held yesterday.

As a result of the completion of the transaction, True Religion common stock will no longer be listed for trading on the NASDAQ Stock Exchange, effective as of the close of trading today. For additional information, shareholders can contact Deborah Greaves, General Counsel and Corporate Secretary at True Religion.

Guggenheim Securities, LLC served as financial advisor and Greenberg Traurig, LLP served as legal advisor to True Religion and the Special Committee of the Board. Akin Gump Strauss Hauer & Feld is legal advisor to the Company. Deutsche Bank, Jefferies and UBS Investment Bank acted as financial advisors to TowerBrook, and Wachtell, Lipton, Rosen & Katz served as legal advisor.

About True Religion Apparel, Inc.

True Religion Apparel, Inc. is a growing, design-based denim and denim-related sportswear brand. The Company designs, manufactures and distributes True Religion Apparel products, including its premium True Religion Brand jeans, sportswear and licensed accessories. True Religion products may be found in the Company’s branded retail and outlet stores as well as contemporary department stores and boutiques in 50 countries on six continents. As of June 30, 2013, the Company operated 130 stores in the U.S. and over 33 international stores. For more information, please visit www.truereligionbrandjeans.com.

About TowerBrook Capital Partners

TowerBrook Capital Partners L.P. is an investment management firm with in excess of US$8 billion under management. The firm is based in London and New York and focuses on making investments in European and North American companies. TowerBrook primarily pursues control-oriented investments in large and middle market companies, partnering with highly capable management teams and seeking situations characterized by complexity.

TowerBrook Capital Partners L.P. (“TowerBrook”), a New York- and London-based investment firm, today announced that Jeff Gaspin and Michael Lambert have joined the firm’s Management Advisory Board. Messrs. Lambert and Gaspin will help TowerBrook explore and develop investment opportunities in the media sector. These investment opportunities may include businesses in television/film production, distribution and financing, music publishing and management and digital entertainment.

“Michael’s operating experience combined with his strategic mind as an investor adds significant value to TowerBrook. In addition, Michael has exceedingly strong and deep relationships in the media industry that were instrumental to us in our investment in Rave”, said Michael Karangelen, Managing Director at TowerBrook. “Over the course of his career, Jeff has demonstrated an uncanny media industry intuition, an ability to manage creative talent, as well as strong management skills. We have known Michael and Jeff for a long time and are thrilled to team up with them as we continue to explore media opportunities.”

Mr. Lambert is the founder of Lambert Media Group, an investment and management company focused on value and strategic growth opportunities in entertainment, media and technology. Formerly, Michael was President of Viacom Domestic TV, EVP of HBO Enterprises, President of 20th

Century Fox Domestic Television. His expertise broadly covers the media sector, including TV and film, movie theaters, music publishing and digital. Mr. Lambert co-invested alongside TowerBrook in Rave Cinemas, LLC and is a member of Rave’s Board of Directors.

Mr. Gaspin is the former Chairman of NBC Universal Television Entertainment, President of NBC Universal Cable and Digital Content, President of the Bravo network, EVP of Programming and Production at VH1. He is an outstanding media industry executive with particularly strong expertise in the programming, production and distribution of TV, cable and digital content.

TowerBrook Capital Partners L.P. (“TowerBrook”) has made a majority investment in Metallum Holding S.A. (the “Company” or ”Metallum”), a leading European metal refining and recycling company.

Metallum comprises two companies: Metallo Chimique NV, headquartered in Belgium, a market leader in the European copper and tin secondary refining market, and Metallum Group (Schweiz) AG, headquartered in Switzerland, a leading European metal scrap recycling group, operating metal scrap handling and recycling facilities in several European countries as well as in the Middle East and Asia. The Company has significantly invested in its asset base under the leadership of Patrick Verschelde and Leo Steenbergen, respectively Chairman and group CFO of Metallum Holding S.A.

Metallum is a strategic business with an established presence in the European market with unique knowledge of low grade ferrous and non–ferrous scrap recycling. TowerBrook has been in talks with the Company since late 2012 and looks forward to deploying its expertise to support the management team in the next phase of the Company’s evolution.

Patrick Verschelde, Chairman, commented:

“TowerBrook has a deep understanding of Metallum’s distinctive business and economic model and its unique positioning in the scrap metal industry value chain. They are keen to capitalise on the existing strength of the business by deploying capital and supporting the Company in a market that presents considerable growth opportunities.”

Patrick Smulders, TowerBrook Managing Director, said:

“We are delighted to partner with the management team of Metallum. From the collection of low grade scrap across its recycling yards to its unique refining capabilities, we see a number of growth initiatives while taking exposure to an attractive asset class.”

Karim Saddi, TowerBrook Managing Director, said:

“Our relationship with Metallum’s management team and the healthy long-term market fundamentals associated with a strong business case underpinned our investment decision. Additional capacity, continuing improvement in the refining process and M&A consolidation in the recycling yards will allow us to capitalise on the existing merits of the Company.”

The transaction is expected to close in August 2013.