TowerBrook Capital Partners to Invest in Ascension Subsidiary TriMedx

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 acquires Infopro, the leading B2B professional information services provider in France

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).

TowerBrook Announces Sale of Majority Stake in Van Geloven to McCain Foods

McCain Foods Limited (“McCain”) and TowerBrook Capital Partners L.P. (“TowerBrook”) announced today that they have agreed terms for the sale of a majority stake in Van Geloven B.V. (“Van Geloven”) to McCain. Following completion of the transaction, TowerBrook will remain a shareholder in the business and continue to support Van Geloven in its expansion plans. The transaction will give Van Geloven access to McCain’s extensive network across Europe and will underpin its ambition of creating a leading frozen snacks company in Europe.

Tilburg-based Van Geloven supplies a full range of frozen convenience snacks and foods across a diverse brand family, including the iconic Mora brand – the most popular snacks brand in the Benelux – the artisanal ragout brand “the Bourgondiër”, satay specialist Hebro, foodservice specialty brands Ad van Geloven, van Lieshout & Welten as well as private label contracts with major retail and foodservice customers.

Van Geloven has led the market addressing consumer needs and supporting its clients both on the retail and the out-of-home segments with high quality products, creating innovative new snacks targeting different consumer preferences and preparation methods. Mora has shown 34% growth since 2010 in retail, driven by successful renovations and innovations in appetizers and oven products. In 2015 the company generated sales of €197m.

McCain Foods is a family owned company, an international leader in the frozen food industry and the world’s largest manufacturer of frozen potato products. The company has 41 production facilities on six continents and its products are used in restaurants and sold at retail stores in over 160 countries around the world.

Peter Doodeman, the Chief Executive Officer of Van Geloven;

“We are very excited to partner with McCain, whose global scale and expertise in frozen food will not only help further strengthen our position in the Benelux region but will also accelerate our growth internationally as we continue to develop our European customer base.
“With the backing of McCain and TowerBrook we will continue to grow our business substantially through ongoing product innovation and market expansion.”

Dirk van de Put, the Chief Executive Officer of McCain Foods;

“Whilst Van Geloven will operate as a standalone company within the McCain Group, this acquisition truly complements our strategy for growth within our European markets. Van Geloven’s market leading brands and products offer us a fantastic opportunity to strengthen our overall appetizer and snack food market presence within the region”.

TowerBrook Signs Definitive Agreement for Investment in Accretive Health

Accretive Health, Inc. (OTC Pink: ACHI) and Ascension, the nation’s largest Catholic and non-profit health system, today announced a long-term strategic partnership to renew, revise and expand their existing services agreement for a 10-year term. Ascension has selected Accretive Health (“Accretive”) to be its sole revenue cycle provider and has negotiated with Accretive the terms for an amended and restated Master Professional Services Agreement (“MPSA”) to cover all of Ascension’s net patient revenue (NPR). In addition, a newly formed investment vehicle owned by Ascension and TowerBrook Capital Partners has entered into a definitive agreement under which Ascension and TowerBrook will invest $200 million in Accretive to purchase convertible preferred stock and receive warrants. The transaction is expected to be completed in the first quarter of 2016.

At the closing of the transaction, Ascension and Accretive will amend and restate their existing MPSA, and Ascension will transition more than $8 billion in new NPR to Accretive over the next several years. The new NPR represents an increase of approximately 50% over Accretive’s existing NPR base under management. Ascension and Accretive anticipate transitioning the new NPR beginning in the middle of 2016. Additionally, as part of the amended MPSA, Ascension will transition all PAS needs of its hospitals to Accretive’s PAS business.

Emad Rizk, M.D., President and Chief Executive Officer of Accretive Health, said, “Ascension has been a valued partner of Accretive Health for many years, and we are very excited to have the opportunity to deepen and extend our strategic alliance and expand Accretive’s business substantially. Over the last eighteen months, we have strengthened our infrastructure and operations, and we believe Ascension chose Accretive for its differentiated software and services model, scalable infrastructure and performance. We look forward to deepening our investments in our technology and service capabilities to further position Accretive to meet the needs of all healthcare providers as they adapt to the rapidly evolving healthcare landscape.” Dr. Rizk also stated, “We are confident that we can appropriately scale our model for the significant growth our agreement with Ascension provides.”

Anthony Tersigni, President and Chief Executive Officer of Ascension, stated, “We look forward to expanding our relationship with Accretive Health and working even more closely with its leadership team to implement a single revenue cycle solution and develop a sustainable, longterm business platform for our organization. This new partnership will support our strategy of creating clinically integrated systems of care in the communities we serve across the country, strengthening our ability to provide compassionate, personalized care to all, especially persons in poverty and struggling the most.”

Steve Shulman, Chairman of Accretive Health’s board of directors, said, “Our Board of Directors, together with our advisors, have conducted a thorough and rigorous review of strategic alternatives. Our review included a wide range of options, as well as discussions with a large and diverse group of potential strategic acquirers and financial investors. One of the many factors the Board considered in approving this transaction was the ability of our existing stockholders to participate in any increases in the value of Accretive Health following the transaction. Following the transition of Ascension’s new NPR, along with organic growth, Accretive Health expects to grow revenue to approximately three to four times the current level and produce operating margins in the mid to high teens. The Board is unanimous in its view that this transaction is the best path forward to drive shareholder value.”

TowerBrook to sell controlling stake in AIM Altitude to AVIC International

TowerBrook Capital Partners L.P. (“TowerBrook”), a leading international investment management firm, has agreed the terms for the acquisition of its controlling stake in AIM Aviation (which trades as “AIM Altitude”), to be acquired by AVIC International Aero-Development Corporation (“AVIC”), a leading Chinese multinational aviation company.

The agreement will give AIM Altitude access to AVIC’s global reach and extensive network of clients and suppliers in the thriving Asian aviation market. AVIC’s scale and access to the Chinese market will also boost AIM Altitude’s expertise in designing, engineering and manufacturing cabin interiors for the world’s major airlines.

Mr Mark Edwards, CEO of AIM Altitude said “This is a very exciting development for AIM Altitude as it combines our design, engineering and manufacturing strengths with a major strategic aerospace business who have a particular focus on growing our commercial aircraft interiors market presence and capabilities in China and the Far East.”

Mr Xu Tongyu, Vice President of AVIC International Aero-Development Corporation said: “AVIC International today is a leading diverse multinational corporation covering the whole aviation industry and value chain. AIM Altitude’s expertise in cabin interiors will further extend our core capabilities and international competitiveness.  We look forward to welcoming the AIM Altitude team and employees into the group.”

Mr Ramez Sousou, Co-CEO of TowerBrook said: “AVIC is clearly a great strategic owner for AIM Altitude and we are delighted that they will continue to build this business.  We thank Mark Edwards and the management team for building the long-term value of AIM Altitude during our ownership.”

In recent years AIM Altitude has strengthened its relationship with leading aircraft manufacturers Boeing and Airbus and with major global airlines including Emirates and Qatar Airways. The acquisition of Altitude from Air New Zealand in 2014 helped position AIM Altitude as a key partner for Boeing’s 777 aircraft while the relationship with Airbus has strengthened further with both companies working together on new Airbus platforms.

The appointments of senior aviation industry leaders, Mr Dave Barger and Mr Steve Ridgway CBE as non-executive directors and of Mr Andy Stevens, former CEO of Cobham plc, as Chairman on AIM Altitude’s Board, brought their substantial experience and knowledge to the business. AIM Altitude’s UK presence has also been enhanced by the development of a £11m manufacturing facility on the Bournemouth International Airport Aviation Business Park, boosting AIM Altitude’s capacity by 30 per cent and creating jobs across the region, as well as the extension of the Byfleet galley factory, which benefits from an additional 31,000 square feet of state-of-the-art production and testing facilities.

The transaction is subject to regulatory approval and is expected to complete in January 2016

TowerBrook Announces Agreement with Bain Capital regarding sale of Autodistribution

TowerBrook Capital Partners L.P. (“TowerBrook”) today announces that it has entered into a definitive, binding agreement regarding the sale of Autodistribution to Bain Capital, LLC (“Bain Capital”).  Bain Capital is a privately-held alternative investment firm with approximately $75 billion of assets under management in several pools of capital including private equity, venture capital, public equity and credit products.

Autodistribution (www.groupe-autodistribution.com) is the leading distributor of aftermarket spare parts for light vehicles and trucks in the independent aftermarket segment (“IAM”) in France. With more than 5,500 employees in France and 1,000 in Poland, the Group’s customers benefit from its experience and knowledge of multi-brand car and HGV parts. Autodistribution has pioneered the creation of a consortium of independent distributors, comprising distributors of light and heavy goods vehicle parts. It also manages the first French network of independent garages and body shops under the AD brand.

Following TowerBrook’s acquisition of Autodistribution and the appointment of a new management team in April 2009, profits have more than tripled under TowerBrook’s ownership. This positive outcome has been driven by a number of factors including the creation of a healthy capital structure, the appointment of a first class management team, the successful implementation of a detailed profit improvement plan and enhancement of the purchasing strategy by the central purchasing departments and affiliated independent distributors. Alongside organic growth, the company has also executed a successful M&A strategy.  The management team has successfully integrated acquired businesses such as Enssemble, FPLS and ACR, reinforcing Autodistribution’s leadership in France, with 483 distribution sites and 3,200 affiliated garages covering all French regions.

The acquisition represents an exciting opportunity for Autodistribution to engage in new avenues of growth and start its next phase of development.

The transaction remains subject to customary regulatory approval.

TowerBrook Announces Recapitalisation of Hayfin

Hayfin Capital Management LLP (“Hayfin”), which manages €6.0bn of both owned and third party assets, announces a recapitalisation of the business. As part of this process Hayfin will sell its portfolio of owned assets totalling €705m to The Future Fund, Australia’s Sovereign Wealth Fund, an existing shareholder in Hayfin, and return capital to its institutional investors. Hayfin will continue to manage these assets following the sale to The Future Fund, alongside their other third party funds and separate accounts.

Hayfin remains committed to its role as Europe’s leading direct lending platform. It will continue to manage its growing portfolio of credit funds on behalf of investors and seek to expand its lending platform across Europe where a large number of corporates are looking for alternative sources of debt finance.

Following the sale of assets, the management and team of Hayfin will become greater owners in Hayfin, providing increased alignment between the managers and investors in the funds. Hayfin’s founding shareholder, TowerBrook Capital Partners and its co-investors, The Public Sector Pension Investment Board, The Ontario Municipal Employees Retirement System and The Future Fund, will all see their holdings in Hayfin reduce pro-rata.

Fosun to Acquire Remaining Interest in Ironshore

Ironshore Inc. (“Ironshore”) and Fosun International Limited (HKEx stock code: 00656, together with its subsidiaries, “Fosun” or the “Group”) announced today that they have entered into a definitive agreement for Fosun to acquire the remaining interest in Ironshore that Fosun does not already own. On February 12, 2015, Fosun closed its purchase of ordinary shares of Ironshore representing 20 percent of Ironshore’s total outstanding ordinary shares on a fully diluted basis. The acquisition of the remaining interest in Ironshore will be effected by the merger of an indirect wholly-owned subsidiary of Fosun International Limited with and into Ironshore, with Ironshore as the surviving company. After giving effect to the merger, Ironshore will be an indirect wholly-owned subsidiary of Fosun International Limited.

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

Guo Guangchang, Chairman of Fosun, said, “Ironshore’s excellent team has outstanding managing and underwriting insurance capabilities which are widely recognized in the insurance industry. Fosun is fully confident about the existing management team and believe that the long-term and stable cooperation with Ironshore is the key and essential foundation to achieve a win-win situation in further exploiting synergies for both parties. The acquisition of the remaining interest in Ironshore will further expand Fosun’s insurance business and strengthen the Group’s capability to access long-term high-quality capital. Fosun will persistently integrate its industrial resources to further enhance the Group’s insurance business capabilities on both the liability-end and investment-end. In addition, through efforts of both parties and synergies derived from shared resources in various aspects, Fosun hopes to develop higher quality products and services and is committed to supporting the stable and long-term development of Ironshore.”

Kevin H. Kelley, Chief Executive Officer of Ironshore, said, “The transition of ownership from private equity to a strategic permanent capital provider with Fosun is a positive milestone for Ironshore. Ironshore is grateful to its board of directors and its long-term investors Calera Capital, Corporate Partners, GCP Capital, GTCR, Irving Place Capital, Tara Partners and TowerBrook Capital for their backing and support which helped build Ironshore into its position of market leadership and strength. Management is very supportive of the Fosun ownership model as it provides a long term strategic partner who will continue to invest in and develop the unique Ironshore brand. Fosun provides Ironshore with further access to global markets and positions Ironshore to take advantage of continued profitable growth opportunities. We look forward to working together with Chairman Guo and his dynamic management team.”

Fosun is a leading investment group taking roots in China with a global foothold. Fosun has been continuously endeavoring determined efforts in establishing insurance as its core business and developing insurance as one of the key growth engines of the Group. 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 businesses, including investments in Ironshore, Yong’an P&C Insurance, Pramerica Fosun Life Insurance, Peak Reinsurance and Fidelidade Group, Portugal’s largest insurance company, and, in December 2014, entered into a merger agreement to acquire Meadowbrook Insurance Group, Inc. The addition of a quality specialty underwriter with a stellar management team serves as a diversification play in Fosun’s portfolio and reaps benefit on multiple fronts. First the merger enables Fosun to effectively extend its insurance business from property & casualty insurance, life insurance, reinsurance to specialty insurance. Secondly, the merger allows for further diversification in Fosun’s currency reserves and enhances Fosun’s footprint in US and Europe. Lastly, there are untapped sources of potential synergy from a reinsurance perspective with Peak Re a current Fosun portfolio company.

Citi is acting as primary financial advisor to Ironshore with BofA Merrill Lynch also acting as financial advisor. Cahill Gordon & Reindel LLP and Kirkland & Ellis LLP are acting as legal advisors to Ironshore and its private equity investors in connection with this transaction. PricewaterhouseCoopers and Ernst & Young are acting as finance and actuarial advisors, respectively, to Fosun. DLA Piper LLP is acting as legal advisor to Fosun.

TowerBrook Announces Acquisition of J.Jill

TowerBrook Capital Partners L.P. (“TowerBrook”), the New York and London-based investment management firm, today announced that it has entered into a definitive agreement to purchase J.Jill, a leading multi-channel fashion retailer of women’s apparel, accessories and footwear. TowerBrook will acquire J.Jill in its entirety from global investment firm Arcapita and private equity firm Golden Gate Capital. Financial terms of the transaction were not disclosed.

The J.Jill brand and focused product is designed for women who lead rich, full lives and is recognized for comfort, aesthetic and quality. With a strong and evolving data-driven omni-channel platform, J.Jill has an intense focus on establishing strong connections with new and existing customers through unique monthly collections and an expanding base of over 250 stores, a catalog and website. With a strong foundation and a loyal customer base attracted to the brand’s relaxed, inspired style, J.Jill is positioned to seek continued momentum and growth in a dynamic and rapidly changing retail landscape.

Paula Bennett will remain in her current role as President and Chief Executive Officer of J.Jill, working alongside TowerBrook to build on the company’s success.

“The sale of J.Jill reflects our industry leading success, having just completed our best sales year in history and 12 quarters of consecutive growth. We are delighted to partner with TowerBrook. Their investment in J.Jill provides support for future development and the ability to maximize our potential as a brand and business. We have a shared vision to capitalize on our understanding of our customer and the strength of our omni-channel business. We look forward to the opportunities ahead for J.Jill to continue to delight, inspire and guide our customers,” said Paula Bennett, President and CEO of J.Jill.

TowerBrook has deep expertise and a strong network in the consumer and retail space, working with companies such as Jimmy Choo, True Religion, Kaporal and Phase Eight, and also brings experience with J.Jill’s particular customer base. TowerBrook will work closely with Paula and J.Jill’s talented team to build on its solid omni-channel foundation, pursue additional growth opportunities and further enhance performance, continuing its track record of developing brands and businesses to reach their full potential.

The transaction is expected to close in the second quarter of 2015.

Morgan Stanley and Houlihan Lokey acted as financial advisors to J.Jill. Macquarie Group acted as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal advisor to TowerBrook Capital Partners. Fully committed financing will be provided by Jefferies and Macquarie Group.

TowerBrook Capital Partners L.P. Announces Acquisition of Van Geloven

TowerBrook Capital Partners L.P. (“TowerBrook”) announces today that, together with management, it will acquire Van Geloven, a Netherlands-based frozen food producer with leading positions in the Netherlands and Belgium.

Tilburg-based Van Geloven supplies a full range of frozen convenience snacks and foods across a diverse brand family, including the iconic Mora brand – the most popular snacks brand in the Benelux known as “the snack inventors” – the artisanal ragout brand “the Bourgondiër”, satay specialist Hebro, as well as private label contracts with major retail and foodservice customers. The company has led the market supporting its clients both on the retail and the out-of-home segments with high quality products, creating innovative new snacks targeting different consumer preferences and preparation methods. In 2014 Van Geloven generated sales of €195.4m.

Peter Doodeman, the Chief Executive Officer of Van Geloven, said:

“I am delighted to have TowerBrook as our new majority investor. We have worked very hard in the last few years to strengthen our position within our home markets, while also building the platform for future growth within and outside the Benelux. TowerBrook has a track record of significantly developing portfolio companies during its period of ownership and we look forward to working with them in the coming years.

“Our aim is to grow the business substantially, targeting new product lines and international expansion including pursuing a consolidation strategy in what is a fragmented market across Europe.”