ApplePie Capital enters into $180m loan purchase agreement with TowerBrook Structured Opportunities Fund

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.

TowerBrook Structured Opportunities announces investment in OVH

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 Structured Opportunities announces investment in La Maison Bleue

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 Announces Investment in Gravity Media Group

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.”

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.