TowerBrook Capital Partners L.P. (“TowerBrook), the New York and London-based international investment firm, announced the exit of its minority investment in Battea-Class Action Services (“Battea”), a provider of securities claims management services, as part of the sale of Battea to SS&C Technologies Holdings, Inc.

Battea-Class Action Services is a major global player and expert in all stages of filing and processing settlement claims in connection with antitrust and securities litigation. The company has been operating in the space for more than 20 years, serving over 900 institutions around the world, including many of the world’s largest banks, hedge funds, asset managers and buy-side investors. Battea is optimally positioned to help clients navigate the increasingly complex process of obtaining trustworthy information about litigation settlements impacting their investments and businesses.

SS&C is a global provider of services and software for the financial services and healthcare industries. Founded in 1986, SS&C is headquartered in Windsor, Connecticut, and has offices around the world. Some 20,000 financial services and healthcare organizations, from the world’s largest companies to small and mid-market firms, rely on SS&C for expertise, scale, and technology.

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Stockholders to Receive $14.30 Per Share in Cash

MURRAY, Utah, August 1, 2024 — R1 RCM Inc. (NASDAQ: RCM) (“R1” or the “Company”), a leading provider of technology-driven solutions that transform the patient experience and financial performance of healthcare providers, today announced that it has entered into a definitive agreement to be acquired by investment funds affiliated with TowerBrook Capital Partners and Clayton, Dubilier & Rice (“CD&R”), in an all-cash transaction with an enterprise value of approximately $8.9 billion. An investment vehicle controlled by TowerBrook is currently the beneficial owner of approximately 36% of the Company’s outstanding shares of common stock, including the warrant held by TowerBrook. Under the terms of the agreement, TowerBrook and CD&R will acquire all the outstanding common stock that TowerBrook does not currently own for $14.30 per share.

The consideration of $14.30 per share in common stock to R1 stockholders represents a premium of approximately 29% to the Company’s unaffected closing price on February 23, 2024, the last full trading day before New Mountain Capital publicly disclosed its initial non-binding acquisition proposal on its Schedule 13D.

The transaction has been unanimously approved by a special committee of the R1 Board of Directors comprised solely of independent directors (the “Special Committee”), which, as previously announced on March 11, 2024, was formed to evaluate strategic alternatives. Transaction negotiations were led by the Special Committee, advised by independent legal and financial advisors, and following the recommendation of the Special Committee, R1’s Board approved the transaction.

“TowerBrook has been an outstanding long-term investor and partner to R1 and shares our vision of being the automation platform of choice for the provider industry,” said Lee Rivas, R1’s CEO. “Our agreement reflects TowerBrook’s and CD&R’s confidence in our team and the unmatched scale, technology and value we provide. We believe the transaction represents the best path forward for R1 at an attractive valuation to our stockholders that reflects the Company’s position as a leading provider of technology-driven solutions for its customers.”

Ian Sacks, Managing Director at TowerBrook, stated, “As a long-term, responsible investor in R1, TowerBrook has supported the development of R1 as a leader in healthcare provider revenue management since 2016. Together with CD&R, we look forward to continuing to invest in the Company’s core operations to drive customer performance and value while also continuing to build R1 as a leader in intelligent automation and in the use of GAI in revenue management.”

“R1 is a trusted partner in healthcare technology and automation,” said Ravi Sachdev, Partner at CD&R. “We see tremendous opportunity to build on R1’s differentiated platform to continue delivering solutions to help healthcare providers operate more efficiently and reduce costs in the system. We are excited to work alongside TowerBrook and the talented team at R1 to continue setting the standard for healthcare performance.”

Upon completion of the transaction, R1 will become a private company and its shares will no longer trade on Nasdaq. The transaction is expected to close by the end of the year, subject to customary closing conditions, including receipt of stockholder approval and regulatory approvals. The transaction is expected to be financed with a combination of committed debt financing and equity from investment funds affiliated with TowerBrook and CD&R.

R1 Second Quarter 2024 Financial Results

R1 expects to release its financial results for the second quarter ended June 30, 2024 on Wednesday, August 7, 2024. Given the transaction announced today, R1 will not host a live conference call in conjunction with its second quarter earnings release. A pre-recorded call will be available at the Investor Relations section of the Company’s website at ir.r1rcm.com on August 7, 2024.

Advisors

Qatalyst Partners and Barclays are serving as financial advisors to the Special Committee and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to the Special Committee. Kirkland & Ellis LLP is acting as legal counsel to the Company.

Centerview Partners LLC is serving as lead financial advisor to TowerBrook and CD&R. In addition, Deutsche Bank and Royal Bank of Canada have committed to provide financing for the transaction, and Deutsche Bank Securities, Inc. and RBC Capital Markets, LLC are serving as financial advisors to TowerBrook and CD&R. Wachtell, Lipton, Rosen and Katz is acting as legal counsel to TowerBrook, and Debevoise & Plimpton LLP is acting as legal counsel to CD&R.

About TowerBrook

TowerBrook Capital Partners is a purpose-driven, transatlantic investment management firm that has raised in excess of $23 billion to date. As a disciplined investor with a commitment to fundamental value, TowerBrook seeks to deliver superior, risk-adjusted returns to investors on a consistent basis, guided by TowerBrook Responsible Ownership^TM principles which are central to the firm’s value creation strategy. TowerBrook partners with talented, experienced managers and senior advisors who share the firm’s values and support its investment objectives, providing capital and resources to transform the capabilities and prospects of the businesses in which it invests, driving better outcomes for all stakeholders. TowerBrook takes an entrepreneurial, multinational, single-team approach and since inception in 2001 has invested in more than 90 companies on both sides of the Atlantic. TowerBrook is the first mainstream private equity firm to be certified as a B Corporation, demonstrating leadership in its commitment to environmental, social and governance (ESG) standards and responsible business practices. For more information, please visit www.towerbrook.com.

About CD&R

Founded in 1978, CD&R is a leading private investment firm with a strategy of generating strong investment returns by building more robust and sustainable businesses through the combination of skilled investment experience and deep operating capabilities. In partnership with the management teams of its portfolio companies, CD&R takes a long-term view of value creation and emphasizes positive stewardship and impact. The firm invests in businesses that span a broad range of industries, including industrial, healthcare, consumer, technology and financial services end markets. CD&R is privately owned by its partners and has offices in New York and London. For more information, please visit www.cdr-inc.com and follow the firm’s activities through LinkedIn and @CDRBuilds on X/Twitter.

About R1 RCM

R1 is a leading provider of technology-driven solutions that transform the financial performance and patient experience for health systems, hospitals, and physician groups. R1’s proven and scalable operating models seamlessly complement a healthcare organization’s infrastructure, quickly driving sustainable improvements to net patient revenue and cash flows while driving revenue yield, reducing operating costs, and enhancing the patient experience. To learn more, visit: r1rcm.com.

Forward-Looking Statements Disclaimer

This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the proposed merger of Project Raven Merger Sub, Inc. with and into the Company (the “Transaction”), including financial estimates and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “considered,” “potential,” “estimate,” “continue,” “likely,” “expect,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing or at all, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Transaction; (ii) the ability of affiliates of Raven Acquisition Holdings, LLC to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Transaction; (iii) potential litigation relating to the Transaction that could be instituted against Raven Acquisition Holdings, LLC, the Company or their respective affiliates, directors, managers or officers, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction, including the diversion management’s attention from the Company’s ongoing business operations will harm the Company’s business, including current plans and operations; (v) the ability of the Company to retain and hire key personnel in light of the Transaction; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and financing and rating agency actions; (viii) legislative, regulatory and economic developments affecting the Company’s business; (ix) general economic and market developments and conditions; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect the Company’s financial performance; (xi) certain restrictions during the pendency of the Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as the Company’s response to any of the aforementioned factors; (xiii) significant transaction costs associated with the Transaction, including the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring the Company to pay a termination fee or other expenses; (xv) competitive responses to the Transaction, including the possibility that competing offers or acquisition proposals for the Company will be made; (xvi) the risk that the Company’s stock price may decline significantly if the Merger is not consummated; (xvii) the risks and uncertainties pertaining to the Company’s business, including those set forth in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K and Part II, Item 1A of the Company’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC; and (xviii) the risks and uncertainties that will be described in the proxy statement available from the sources indicated below. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the proxy statement. While the list of factors presented here is, and the list of factors to be presented in the proxy statement will be, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity. In light of the significant uncertainties in these forward-looking statements, the Company cannot assure you that the forward-looking statements in this communication will prove to be accurate, and you should not regard these statements as a representation or warranty by the Company, its directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. These forward-looking statements speak only as of the date they are made, and the Company does not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by applicable law.

Important Additional Information and Where to Find It

In connection with the Transaction, the Company will file with the SEC a proxy statement on Schedule 14A, the definitive version of which will be sent or provided to Company stockholders. The Company, affiliates of the Company and affiliates of each of Clayton, Dubilier & Rice, LLC and TowerBrook Capital Partners L.P. intend to jointly file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. The Company may also file other documents with the SEC regarding the Transaction. This document is not a substitute for the Proxy Statement, the Schedule 13E-3 or any other document which the Company may file with the SEC. Promptly after filing its definitive proxy statement with the SEC, the Company will mail or provide the definitive proxy statement, the Schedule 13E-3 and a proxy card to each Company stockholder entitled to vote at the meeting relating to the Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement, Schedule 13E-3 and other documents that are filed or will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov, the Company’s website at ir.r1rcm.com or by contacting the Company’s Investor Relations Team at investorrelations@r1rcm.com.

The Transaction will be implemented solely pursuant to the Merger Agreement dated as of July 31, 2024, among the Company, Raven Acquisition Holdings, LLC and Project Raven Merger Sub, Inc., which contains the full terms and conditions of the Transaction.

Participants in the Solicitation

The Company and certain of its directors, executive officers and other employees, may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Transaction. Information regarding the Company’s directors and executive officers is contained in the “Director Compensation,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” sections of the definitive proxy statement for the 2024 annual meeting of stockholders of R1 RCM Inc., which was filed with the SEC on April 12, 2024 (the “Annual Meeting Proxy Statement”) and will be contained in the proxy statement to be filed by the Company in connection with the Transaction. Any change of the holdings of the Company’s securities by its directors or executive officers from the amounts set forth in the Annual Meeting Proxy Statement have been reflected in the following Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC: by Michael C. Feiner, filed on May 23, 2024; by Agnes Bundy Scanlan, filed on May 23, 2024; by John B. Henneman, III, filed on May 23, 2024; by Anthony R. Tersigni, filed on May 23, 2024; by Jill Smith, filed on May 23, 2024; by Joseph Flanagan, filed on May 23, 2024; by Jeremy Delinsky, filed on May 23, 2024; by David M. Dill, filed on May 23, 2024; by Bradford Kyle Armbrester, filed on May 23, 2024; by Anthony J. Speranzo, filed on May 23, 2024; by Jennifer Williams, filed on June 3, 2024; by John Sparby, filed on June 3, 2024; by Pamela L. Spikner, filed on June 3, 2024; by Lee Rivas, filed on June 3, 2024; and by Kyle Hicok, filed on June 3, 2024. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement relating to the Transaction when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, the Company’s website at ir.r1rcm.com or by contacting the Company’s Investor Relations Team at investorrelations@r1rcm.com.

Contacts

Investor Relations:

Evan Smith, CFA

(516) 743-5184

investorrelations@r1rcm.com

Media Contact for R1:

Josh Blumenthal

(323) 449-4380

media@r1rcm.com

Andrew Brimmer / Andrea Rose

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

Media Contact for TowerBrook:

Brunswick Group
Alex Yankus
(917) 818-5204
towerbrookcapital@brunswickgroup.com

Media Contact for CD&R:

Jon Selib

212 407 5200

JSelib@cdr-inc.com

TowerBrook Capital Partners L.P. (“TowerBrook”), today announced a majority equity investment in JSM Group Services Ltd. (“JSM” or “the Company”), a UK-based independent connections provider (‘ICP’) focusing on high-voltage works for predominantly Data Center clients in the UK.

Founded in 1998 by current CEO Stuart Wiltshire and current COO John Scanlon, JSM has built a market leading position providing technical infrastructure services to the UK&I’s Power and Communications markets. The Power division provides high-voltage and extra high voltage grid connections to its blue-chip base across the data center, battery storage and renewables markets. The Communications division provides core fibre infrastructure network, data center and mobile network services to a number of longstanding Communications customers. JSM is recognised for its differentiated knowledge and expertise in its core markets, strong operational capability as well as its significant commitment to quality customer service and health & safety.

In recent years, JSM has delivered significant growth, driven particularly by its Power division, which has achieved organic sales growth of 50%+ p.a. over the past 3 years. The Company has successfully developed its market leading position and benefited from trends around growing data demand and connectivity requirements, electrification and decarbonisation. JSM has developed a large and growing order book and pipeline of over £1.2bn providing it with strong forward visibility, and the Company has also expanded internationally with significant opportunity for further penetration into Europe.

JSM will continue to be led by CEO Stuart Wiltshire with the majority of the senior team remaining in the business as it continues to expand its customer base and further develops into international markets. John Leahy will continue as Chair.

Stuart Wiltshire, CEO of JSM, said: “We are very excited to partner with TowerBrook on the next phase of JSM’s journey. We look forward to accelerating our growth further in the UK and internationally alongside TowerBrook, and continuing to grow and develop JSM as one of the leading and trusted infraservices providers in the sector.”

Joseph Knoll and Sumit Dheir of TowerBrook said: “We are excited to be working with the founders and management team at JSM. We have spent several years following the infrastructure services sector and JSM stood out as an exceptionally high-quality asset with an impressive development in the past few years. We are convinced that with our extensive industrial services experience we are the right partners to support the founders and management team in the next phase of growth, both in the UK and internationally.”

TowerBrook was advised by Canaccord (M&A), Fried Frank (Legal), Roland Berger (Commercial), EY (Finance), Eight Advisory (Operational), PwC (Tax and Legal), Baringa (ESG) and Vista (Insurance).

The IDAK Food Group, which specializes in premium frozen food, is undergoing a change of ownership. The London and New York-based investment company TowerBrook Capital Partners replaces the previous financial companies Invision and Nord Holding as the new majority shareholder (subject to regulatory approval). The investment aims to strengthen IDAK’s rapidly growing capital base for the growth of its companies and further acquisitions in Europe. The well-established management team around IDAK Food Group CEO Christof Lehmann will retain a broad-based minority stake in the company.

The IDAK Food Group, previously owned by the financial companies Invision in Zug, Nord Holding in Hanover, LGT and the management, is a strongly networked group of specialized companies and manufacturers in the premium frozen food sector. It is growing rapidly, both organically and through strategic acquisitions in Switzerland and abroad, even in a challenging economic environment, and is extremely successful in the market. The company sees further potential for selective acquisitions in Europe in order to expand existing business areas or develop additional ones.

Following a carefully managed selection process, IDAK is therefore strengthening its capital base (subject to regulatory approval) with the new anchor shareholder TowerBrook Capital Partners, an established transatlantic investment company. “Our goal is to establish ourselves as the leading pan-European premium frozen food group,” said Christof Lehmann, CEO of IDAK Food Group.

“We are delighted and proud to have gained such a renowned investment company as a new majority shareholder in TowerBrook. This step confirms and continues our successful strategy. With its extensive expertise and international business excellence, TowerBrook is the ideal partner to support us in our next development steps and growth targets,” added Lehmann.

José Arellano and Paolo De Bona of TowerBrook said: “We are delighted to be working with the leadership team at IDAK. We have been following the impressive development of this company for several years and are convinced that with our broad experience we are the right partners to support the well-established management team in IDAK’s next phase of growth, organically and via new acquisitions.”

Continuity in management is maintained

All companies belonging to the IDAK Food Group are independent, established and successful in their markets. These corporate principles and the associated continuity will be maintained. “Our new investors share our vision and our commitment to long-term stability,” confirmed Lehmann.

Continuity is also a priority for the management. This is underpinned by the minority shareholding, with which the Group management around long-standing CEO Christof Lehmann and the management teams of the companies continue to hold a substantial and broadly supported minority stake in the company.

LONDON –  July 3, 2024 – TowerBrook Capital Partners L.P. (“TowerBrook”), the London and New York-based international investment firm, today announced a majority equity investment in AQUAchiara (“the Company”), a French provider of micro-filtered water dispenser solutions for hotels, restaurants, and corporate clients.

Founded in 2007 and headquartered in Paris, France, AQUAchiara provides micro-filtered water dispenser solutions for its clients. The company installs, rents, and maintains a diverse range of water dispensers, complemented by services such as CO₂ recharge and co-branded bottles, offering fresh sparkling water. AQUAchiara’s mission is to refine locally sourced tap water into fresh, sparkling, high-quality water through advanced microfiltration technology. Committed to environmental sustainability, the company aims to eliminate plastic waste and reduce carbon footprint with a zero kilometre, zero plastic, and zero waste solution. AQUAchiara aims to offer an eco-friendly alternative, reducing reliance on bottled water and avoiding considerable CO₂ emissions from production and transportation, thereby promoting responsible consumption and preserving natural resources.

AQUAchiara is the fourth investment, and the first in Continental Europe, for TowerBrook Delta, the firm’s dedicated impact strategy launched in 2023. In line with the firm’s longstanding TowerBrook Responsible Ownership^TM principles, TowerBrook Delta invests in businesses designed to generate a specific and measurable social or environmental impact, and to directly contribute to advancing the UN Sustainable Development Goals, while seeking to deliver market returns.

Nicolas Weyl, Founder of AQUAchiara -VH20 sas -, said “I am extremely proud of everything AQUAchiara has achieved over the past seventeen years and am looking forward to working alongside TowerBrook as we enter this next stage of growth. We are thrilled to be working with a partner that shares our passion for responsible business practices and supports our commitment to delivering quality products and services without compromising our sustainability goals”.

“We are delighted to partner with AQUAchiara’s founder, Nicolas Weyl, and its management team as they continue their efforts to build AQUAchiara into a sustainable water solutions provider, both organically and through strategic acquisitions” said Tom Redpath, Delta Europe lead at TowerBrook. “We look forward to supporting the company’s ambitious growth journey and the continued development of its business model, and are thrilled to be partnering with TowerBrook Senior Advisor, Laurence Paganini, joining as Chair, and Nicolas Potier, CEO of Bruneau, joining as a NED.”

TowerBrook Capital Partners L.P. (“TowerBrook”), today announced a majority equity investment in LiftWerx Holdings Inc. (“LiftWerx” or “the Company”), a Canada-based operations and maintenance services provider to the onshore wind industry.

Founded in 2016, LiftWerx is a founder- and management-owned independent service provider of turnkey, mission-critical operations and maintenance (O&M) services to the onshore wind industry in North America. The Company specialises in the replacement of major components of wind turbines, such as gearboxes, main bearings and generators. LiftWerx has developed proprietary uptower crane technology used for servicing turbines, which sits on the top of the turbine itself, is safer and more economical to operate, and has significantly less negative impact on the environment compared to traditional ground-based cranes.

LiftWerx is the third investment for TowerBrook Delta, the firm’s dedicated impact strategy launched in 2023. In line with the firm’s longstanding TowerBrook Responsible Ownership™ principles, TowerBrook Delta invests in businesses designed to generate a specific and measurable social or environmental impact, and to directly contribute to advancing the UN Sustainable Development Goals, while seeking to deliver market returns.

“We are thrilled to partner with the founders and leadership team of LiftWerx to support the company through its next phase of growth,” said Alex Nisichenko, Managing Director of TowerBrook. “Thanks to its innovative and proprietary uptower crane technology and industry-leading service teams, LiftWerx has become a dominant force among wind O&M independent service providers in less than a decade, working with a loyal and growing customer base that includes some of the largest blue-chip original equipment manufacturers and owner operators. LiftWerx provides a solution that is not only faster and cheaper than the existing alternatives but is also safer and more environmentally friendly, helping to drive the energy transition.”

Glen Aitken, President and Founder of LiftWerx stated, “I am incredibly proud of what we have accomplished in the past eight years. We welcome the partnership with TowerBrook which will allow us to accelerate our growth, expand our crane fleet and teams, and enhance our service operations. As a first step in this new partnership, we have already placed an order to expand our crane fleet by 50%.”

Joshua Rauchwerger, Vice President and Founder of LiftWerx added, “TowerBrook is an ideal partner to facilitate our continued expansion with its global reach, deep resources and operational expertise. We look forward to working closely with TowerBrook to realise our shared ambitions for LiftWerx.”

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altafiber, provider of integrated communications solutions over its fiber‐optic network to residential and business customers in Ohio, Kentucky, and Indiana, and TowerBrook Capital Partners (“TowerBrook”), the New York and London‐based international investment firm, today announced that TowerBrook has agreed to acquire CBTS, a leading North American provider of IT solutions and services, from altafiber.

Founded in 1994 and based in Cincinnati, Ohio, CBTS is a provider of IT services and solutions focused on enterprise and upper middle market customers. Combining deep technical expertise with a full suite of flexible technology solutions, CBTS serves over 3,000 customers in all industries across the United States and Canada. The company has over 2,200 employees and 2,000 contractors on active engagements(from a network of over 40,000 contractors globally). The transaction with TowerBrook is expected to provide access to new markets and expand the company’s portfolio of products and services.

“This marks a historic day for CBTS, which has transformed from a regional IT provider into an international company. TowerBrook Capital Partners will provide the necessary investment capital to accelerate CBTS’ growth objectives,” said Leigh Fox, President and CEO of altafiber. “This transaction positions altafiber as a pure‐play fiber infrastructure platform and will also help altafiber secure new funding opportunities to build fiber in the Midwest and Hawaii and increase digital equity in our existing footprint, as well as expand into new geographies with a need for gigabit connectivity to drive economic development and increase access to education, employment, and healthcare opportunities.”

Jeff Lackey, President and CEO of CBTS, said, “TowerBrook Capital Partners has an impressive history of enabling transformational growth for its portfolio of companies. As a leading provider of mission‐critical IT solutions for enterprise organizations in North America, we are enthusiastic about the investment opportunities that TowerBrook Capital Partners brings to the table. Today’s announcement is tremendous news for our clients and our employees, and we are excited about this next chapter in the evolution of our company.”

“CBTS has built a longstanding brand as a trusted technology advisor and service provider to its customers over many years,” said Walter Weil, Managing Director of TowerBrook. “We look forward to partnering with CBTS’s experienced management team and employee base to further broaden the company’s service offerings and market coverage while continuing to be laser focused on providing the best customer experience possible.”

The agreement marks the realization of altafiber’s strategic plan – launched in 2017 – to organize into distinct operating segments with the ultimate goal of creating two standalone companies:

A Fiber Network Infrastructure Company focused on building fiber to support gigabit Internet in its traditional operating territories and new geographies.

An IT Services Company focused on supporting enterprise business customers with solutions and services including Application Modernization, Cybersecurity, IT Consulting, Cloud, Unified Communications, and Infrastructure Solutions.

To support the IT Services growth strategy, altafiber in 2017 acquired OnX Enterprise Solutions, adding meaningful scale and expanded service offerings across North America. The combination of CBTS and OnX created a North American technology company that today employs over 2,200 individuals with offices across the United States, Canada, and India.

In 2021, altafiber completed a take‐private acquisition with funds managed by Macquarie Asset Management and supporting co‐investors, to accelerate the fiber build across its operating footprint, and subsequently has passed over 1 million consumer and business addresses.

The transaction is subject to customary closing conditions, including expiration or termination of the waiting period under the Hart‐Scott‐Rodino Antitrust Improvements Act of 1976 and certain regulatory approvals, and is expected to close in the second half of 2024.

The AA today announces that Stonepeak, a leading alternative investment firm specializing in infrastructure and real assets, has entered into an agreement with the AA, and its majority shareholders TowerBrook Capital Partners and Warburg Pincus, to invest into the company and become a minority shareholder.

This transaction is expected to close in the first half of 2024, subject to customary closing conditions including the receipt of regulatory approvals.

If the transaction closes, it is expected that, as part of Stonepeak’s investment, £180m would be provided to the AA group to redeem £180m of the AA’s £280m Class B3 Notes on or before the interest payment date in July 2025, a substantial proportion of which would be redeemed shortly after the closing of the transaction.