TowerBrook Capital Partners L.P. (“TowerBrook”), an international investment management firm, announced today the completion of the acquisition of ECP-PF Holdings Group, Inc. (“ECP-PF” or “the Company”) from Exaltare Capital Management, a Boston-based private equity firm. ECP-PF, headquartered in Orange, CT, is one of the largest developers and operators of fitness clubs under the Planet Fitness brand (NYSE: PLNT), serving approximately 600,000 members in six U.S. states and three Canadian provinces.

Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness clubs in North America. As of June 30, 2021, Planet Fitness had more than 14.8 million members and 2,170 clubs in the United States, Puerto Rico, Canada, Panama, Mexico, and Australia. The company’s mission is to enhance people’s lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, called the Judgement Free Zone.

Jonathan Bilzin, Co-President and Managing Director of TowerBrook, stated, “We are excited to partner with a leading franchisee of Planet Fitness. ECP-PF has a strong track record of growth, and the platform’s mission to provide inclusive, affordable fitness aligns well with TowerBrook’s purpose driven value creation focus and Responsible Ownership. The business is well-positioned to continue to expand that mandate to meet the growing demand for new high value, low price fitness clubs across North America.”

David Humphrey, Chief Executive Officer of ECP-PF, added, “This transaction and partnership with TowerBrook will allow ECP-PF to accelerate our development and acquisition of new club locations, further expand our geographic footprint, and continue to refine our operations. TowerBrook is an ideal partner to help drive ECP-PF through its next phase of growth.”

As part of the transaction, Omar Simmons, Founder and former Executive Chairman of ECP-PF and Managing Director of Exaltare Capital Management, will retain a stake in the business and stay on the Board of Directors.

Mr. Simmons stated, “I am extremely proud of the business we have built over the last nine years and am excited to stay involved, as both an investor and Board member. I believe adding TowerBrook as a partner is a pivotal next step in our evolution as ECP-PF continues to grow its platform and fulfill and extend its mission: to serve people of all fitness levels in an affordable, inclusive, and welcoming environment.”

“We are looking forward to working with David and Omar to continue growing the platform.” stated Michael Recht, Managing Director at TowerBrook. “ECP-PF has established an effective model for growth through organic club development and M&A that will facilitate continued expansion with the additional resources and operational expertise that TowerBrook will provide.”

Brightwood Capital Advisors provided the financing for the transaction. Financial terms of the transaction were not disclosed.

Exaltare Capital Management was advised by Sperry Mitchell and DLA Piper. TowerBrook was advised by Goodwin Procter LLP, Lathrop GPM and Fifth Third Securities.

Leading global general partners (GPs) and limited partners (LPs) today announced the creation of the ESG Data Convergence Project to advance an initial standardized set of ESG metrics and mechanism for comparative reporting.

The California Public Employees’ Retirement System (CalPERS) and global investment firm Carlyle (NASDAQ: CG) led the collaboration which includes GPs and LPs representing more than $4 trillion in AUM. The group includes LPs: AlpInvest Partners, APG, CalPERS, CPP Investments, Employees’ Retirement System of Rhode Island, PGGM, PSP Investments, The Pictet Group, Wellcome Trust; and GPs: Blackstone, Bridgepoint Group Plc, Carlyle, CVC, EQT AB, Permira, and TowerBrook Capital Partners LP.

The group’s objective is to streamline the private equity industry’s historically fragmented approach to collecting and reporting ESG data in order to create a critical mass of material, performance-based, comparable ESG data from portfolio companies. This will allow GPs and portfolio companies to benchmark their current position and accelerate progress toward ESG improvements, which the group believes drives better financial outcomes. This will also enable greater transparency and provide more comparable portfolio information for LPs.

GPs will track and report six metrics from their underlying portfolio companies, beginning with calendar year 2021. The data will be shared directly with invested LPs by GPs and aggregated into an anonymized benchmark by Boston Consulting Group (BCG) for this first cycle. The initial six metrics are: Scopes 1 and 2 greenhouse gas emissions, renewable energy, board diversity, work-related injuries, net new hires, and employee engagement.

The group plans to meet annually to assess the prior year’s data, and to refine and build on these initial metrics, prioritizing materiality. This collaboration is intended to be a long-term mechanism to increase the quality, availability, and comparability of ESG data in private markets.

Marcie Frost, CalPERS CEO, said, “Sustainability is a cornerstone of the CalPERS investment program. And yet, we have found it challenging to effectively measure impact in our private equity portfolio because of the multitude of frameworks and definitions used by GPs and LPs. This initiative simplifies sustainability reporting by using comparable metrics which allow us to gain insight into the investment risks and opportunities in our private markets portfolio. Managing these risks and opportunities is essential to fulfilling our fiduciary duty to provide retirement security to our 2 million members. Collaboration between the GP and LP community is the foundation, and we look forward to building out this important work.”

Peter Branner, Chief Investment Officer at APG Asset Management, said, “On behalf of clients, APG has long been driving ESG transparency in private equity as a way to secure accountability for responsible investment performance in the asset class. Through this collaboration, we expect to push towards comparable ESG performance measurement and wider adoption of ESG as an integrated objective of PE investments. APG will use the metrics in its engagement with managers. While APG’s ambition goes beyond the six metrics identified by the ESG Data Convergence Project, we are excited by the momentum generated, with data collection by PE managers already underway.“

Eric-Jan Vink, Head of Private Equity at PGGM, said, “Since 2020, PGGM has actively collected portfolio company GHG emissions data, enabling us to report Scope 1 emissions data on 27% of the companies in our private equity portfolio. By supporting the ESG Data Convergence Project, we are committed to achieving full ESG transparency. The current set of six metrics is a great starting point, and we expect more as the field develops. In Europe, we see that additional ESG disclosures are required under the Sustainable Finance Disclosure Regulation already. PGGM, as a member of the ESG Metrics Steering Group, will play a role in driving the private equity market towards making more and better ESG disclosures.”

Steve Nelson, ILPA CEO, said, “ESG has become a core consideration for many LPs when evaluating private market commitments both because of the need to align organizational priorities and from an investment resiliency and return perspective, but to date LPs have lacked a standard set of metrics for assessing their ESG objectives. ILPA believes such convergence is a necessary ingredient for industry-wide progress and supports initiatives aimed at streamlining existing frameworks that are fit-for-purpose and flexible enough to adapt as the market and investor needs evolve. In service of these objectives, we are proud to include these resources as a part of our ESG Roadmap, which is comprised of a variety of helpful ESG-related resources for the private equity industry.”

The partnership is open to any GPs and LPs that wish to join and agree to support the principles of the work. The effort encourages private equity industry stakeholders to work together to gather better, decision-useful ESG data in order to generate deeper insight into ESG factors and their relationship to financial outcomes, and, ultimately, to drive greater progress on critical ESG issues.

Kevin’s Natural Foods (“Kevin’s” or “the Company”) today announced a minority equity investment from TowerBrook Capital Partners L.P. (“TowerBrook”), an international investment management firm, and NewRoad Capital Partners. With its new partners, the Company plans to expand production capacity, support continued innovation, and introduce the brand to millions of new customers. Financial terms of the transaction were not disclosed.

Launched in 2019 and based in Modesto, CA, Kevin’s Natural Foods is a mission-driven company that develops and manufactures a full line of healthy, refrigerated sous vide meat entrées and vegetable sides, and a complementary line of sauces and seasonings. Kevin’s offers a wide array of recipes and flavours across its product line-up, and all offerings contain no refined sugar or artificial ingredients and are certified paleo, keto, and gluten-free. The Company’s sous vide preparation process enables customers to cook restaurant quality, healthy meals in minutes, allowing the busiest people to eat clean without sacrificing flavour.

Kevin McCray, Co-Founder and COO of Kevin’s stated, “This is a big milestone for Kevin’s. Not only are we expanding our capacity for growth, but we are also augmenting our team with knowledgeable, experienced professionals that share our passion around improving people’s lives by making clean eating accessible, easy and delicious.”

“Kevin’s differentiated product offering has allowed the company to build substantial commercial momentum and consumer loyalty,” said Michael Recht, Managing Director at TowerBrook. “We are looking forward to partnering with Kevin’s dynamic leadership team in the next phase of the company’s growth.”

Kevin’s products can be found in over 11,000 traditional grocery, natural, specialty, club and mass stores, as well as direct-to-consumer platforms like Thrive Market and Amazon. Kevin’s is a category-leader in the home meal replacement set and offers a healthy, delicious and better-for-you alternative to traditional incumbent brands.

Kevin’s was advised by Wells Fargo Securities, LLC and Sheppard, Mullin, Richter & Hampton LLP. TowerBrook was advised by Kirkland & Ellis LLP. NewRoad Capital Partners was advised by Hogan Lovells US LLP.

Throughout its long history, EisnerAmper has made bold moves to ensure it has remained a market leader. With that same visionary spirit, the global business advisory firm announces today that TowerBrook Capital Partners (“TowerBrook”), an international investment management firm, has made a strategic investment in EisnerAmper.

TowerBrook’s significant capital infusion will help drive EisnerAmper’s long-term growth initiatives, which include accelerating the evolution of service offerings, investing considerably in talent and technology, and strategically expanding via organic growth and targeted mergers and acquisitions—all directed at exponentially enhancing client service.

Going forward, EisnerAmper LLP, a licensed CPA firm, will provide attest services; and Eisner Advisory Group LLC, will provide business advisory and non-attest services.

“EisnerAmper and TowerBrook share common goals to provide superior client service, accelerate growth, create value, attract and retain the best and brightest talent, and be responsible corporate citizens,” said Charly Weinstein, EisnerAmper CEO. “We’re supremely confident that now is the right time for this forward-looking move, and we’re excited about the future opportunities this creates for our clients, our communities and our team.”

“Rather than conforming to traditional frameworks, adopting a new model of ownership facilitates the best structure for the Firm to drive growth and innovative solutions to our clients. Our colleagues will be able to chart a course for success in our purpose-built practice structure. EisnerAmper will continue to be a leader of positive transformative change for the profession as a whole,” added Mr. Weinstein.

“EisnerAmper’s commitment to providing industry-leading services has helped it to build a large, long-term client base that is continuing to grow,” stated Jonathan Bilzin, Co-President, Managing Director at TowerBrook. “We see a significant opportunity for the business to increase the pace of that growth with the help of TowerBrook’s resources and relevant experience.”

“We look forward to working with Charly and the partnership at EisnerAmper to continue to grow their platform through strategic M&A and further investments in technology to support their client base,” added Walter Weil, Managing Director at TowerBrook.

Deutsche Bank Securities Inc. acted as sole financial advisor to EisnerAmper and has provided committed debt financing in support of the transaction.

Financial terms of the transaction were not disclosed.

Equistone Partners Europe (“Equistone”) one of Europe’s leading mid-market private equity firms, announced today that it has signed a binding memorandum to sell a majority stake in Bruneau to TowerBrook Capital Partners. The transaction remains subject to regulatory approval and consultation with employee representative bodies.

Bruneau is a leading online distributor of office furniture and supplies in Europe. Founded over 65 years ago, the Group offers a wide range of products for all professionals, with over 25,000 office items available for delivery within 24 hours and over 100,000 items in total. In recent years, Bruneau has dynamically extended and consolidated its European reach. Now actively present in six countries (France, Belgium, the Netherlands, Italy, Luxembourg and Spain), the company employs c. 930 FTEs in Europe.

Since the acquisition of Bruneau in 2017, Equistone has supported the Group in developing its core business, namely by supporting organic growth initiatives and strengthening the Group’s international presence through targeted acquisitions. In 2018, Bruneau acquired Muller & Wegener in Luxembourg. In 2020 and 2021, Bruneau expanded its presence in Spain and Italy by acquiring Viking / Office Depot divisions in both countries.

This transaction highlights Bruneau’s strong results in the past years, notably its resilience amid the ongoing Covid-19 pandemic that resulted in the expansion of the Group’s Work-from-Home, hygiene and sanitary product lines. Demonstrating the relevance of Bruneau’s operating model, based on strong brand awareness and superior value proposition, these results have enabled Bruneau to position itself as a differentiated player in the European B2B office equipment market.

TowerBrook is well-equipped to be a value-added partner to Bruneau given its global reach, knowledge and experience in the digital and B2B sectors, access to key industry veterans, as well as its broader experience within French and European markets.

Nicolas Potier, CEO of Bruneau, said: “We are very happy to welcome Towerbrook as a very strong partner to help us achieve our organic growth objectives (product offering expansion, web-based customer acquisition,…etc) as well as our external growth initiatives.”

Grégoire Chatillon and Grégoire Schlumberger from Equistone said: “We are very proud to have accompanied Bruneau’s outstanding growth story since 2017. As the Group demonstrated resilience during the pandemic, recent acquisitions show it is ideally positioned to be a major player of the sector’s European consolidation.”

The Uperio group, specialist in rental, distribution and services of tower cranes, announces the plan to modify its shareholding structure. The LFPI group, associated with the Belgian entities Sofina and Gigarant, alongside management, had control of the company since 2019, resulting from the merger of Matebat in France and Arcomet in Belgium. An agreement was signed on June 2nd, 2021 to sell all company shares to TowerBrook Capital Partners, the transatlantic investment fund.

“After several years of ownership and construction of Uperio, we are proud to have contributed to the development of two national groups, through organic and external growth, to help them become a world leader, supplier of premium solutions and equipment for construction sites. Today, we are pleased to have reached an agreement for its sale to this new shareholder, which will allow the continued deployment of the global strategy driven by high-quality management,” said Fabien Bismuth of LFPI Gestion.

“Today we are opening a new chapter in the history of the group with this shareholder transition. The entire Uperio team would like to thank LFPI, Sofina and Gigarant for their support in the various stages of building our business. The arrival of TowerBrook in our capital allows us to aim for new ambitions, internationally and in other sectors of activity related to our basic product, the Tower Cranes,” comments Philippe Cohet, President of Uperio.

The transaction will be subject to the approval of the relevant authorities and is expected to be finalised during the summer.

TB SA Acquisition Corp (the “Company”), a newly incorporated blank check company formed as a Cayman Islands exempted company and established for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The Company is sponsored by TCP SA, LLC, a Cayman Islands limited liability company affiliated with TowerBrook Capital Partners L.P. The Company intends to identify a potential initial business combination target with a focus on African companies that promote Environmental, Social and Governance (“ESG”) principles. The units are expected to be listed on The Nasdaq Capital Market (the “NASDAQ”) and trade under the ticker symbol “TBSAU” beginning March 23, 2021. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant may be exercised for one Class A ordinary share at a price of $11.50 per share. Only whole warrants are exercisable. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the NASDAQ under the symbols “TBSA” and “TBSAW,” respectively.

The offering is expected to close on March 25, 2021, subject to customary closing conditions.

Deutsche Bank Securities Inc. is acting as underwriter for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

When available, copies of the prospectus may be obtained from Deutsche Bank Securities Inc., Attention: Prospectus Department, 60 Wall Street, New York, New York 10005, by telephone at 800-503-4611 or by e-mail prospectus.cpdg@db.com.

A registration statement relating to the securities became effective by the Securities and Exchange Commission (“SEC”) on March 22, 2021. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering, the anticipated use of the net proceeds and potential initial business combination targets. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the Company’s offering filed with the SEC and the preliminary prospectus included therein. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

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Regent Surgical Health (Regent), a developer, owner and manager of ambulatory surgery centers (ASCs), announced today the completion of a strategic investment from TowerBrook Capital Partners L.P. (TowerBrook), an international investment management firm, and Ascension Capital, an investment affiliate of Ascension, providing additional capital for future growth.

In conjunction with the transaction, Ascension, the nation’s largest non-profit and Catholic health system, has selected Regent as its exclusive national partner for ambulatory surgery center development. Through this partnership, Regent and Ascension will develop or acquire and operate ambulatory surgery centers across the communities Ascension serves, providing patients with convenient access to high-quality outpatient surgical services.

“This partnership with Regent will allow us to expand our ambulatory surgery center footprint and create even greater access to quality care in the markets we’re privileged to serve,” said Craig Cordola, Executive Vice President and Chief Operating Officer for Ascension. “We believe the convenience and exceptional patient and physician experience will make a difference in our communities.”

Regent, headquartered in Chicago and Nashville, Tennessee, has developed, owned and managed ASC facilities in partnership with hospitals and physicians since 2001, and has grown to become the nation’s largest independent health system joint venture-focused ASC operator. Regent currently owns or operates ASCs across the United States and has successfully pursued a strategy focused on the development of several multisite health system partnerships.

Regent will use the capital investment from TowerBrook and Ascension Capital to further grow its management team as well as enhance its operational and technology capabilities to support both existing and new health system and physician partners. In addition, TowerBrook and Ascension Capital have committed significant incremental growth capital to support Regent’s role in assisting its health system partners in modernizing their surgical systems through both ASC acquisition and new developments.

“We are incredibly excited to partner with TowerBrook and Ascension, who collectively bring a depth of investment expertise, system relationships and clinical excellence, to build on our existing capabilities and to launch our next phase of growth,” said Chris Bishop, Chief Executive Officer of Regent Surgical Health. “As technology-driven innovations have facilitated a migration of many routine surgical procedures into outpatient and ambulatory settings, our vision is to become the ASC management partner of choice to the nation’s leading health systems, enabling them to provide seamless and superior care to the patients they serve.”

“We look forward to partnering with the Regent management team to continue to invest in its platform capabilities and accelerate the company’s growth as well as pursue transformative acquisitions in an attractive, growing and critically important segment of the healthcare market,” said Evan Goldman, Managing Director at TowerBrook.

“We see enormous opportunities in the ASC market for Ascension as well as so many other health systems, and are thrilled to invest in and partner with an organization that shares Ascension’s values and commitment to excellence,” said Tony Speranzo, President and CEO of Ascension Capital. “We have a longstanding relationship with Ascension,” added Ian Sacks, Managing Director at TowerBrook, “and we are eager to once again work together to continue to build the best-in-class, independent ASC partner for health systems and physicians across the country.”