Development lending platform Précis Capital Partners (“Précis Capital”) today announces its launch, with the backing of international investment management firm TowerBrook Capital Partners (“TowerBrook”). Précis Capital will deliver effective financing solutions to real estate developers for projects across the UK, predominantly for residential and other living asset classes. The new platform will originate, underwrite and manage Whole Loans of £50m+ to finance the construction of residential for sale, Build to Rent, retirement living communities, co-living spaces, student accommodation and other residential assets, with a view to providing up to £1bn of development financing a year.

Précis Capital is led by its three co-founders Randeesh and Daljit Sandhu, who each have nearly two decades of experience in real estate finance, and Karen Dunstan, an experienced real estate finance lawyer who will act as General Counsel. Randeesh and Daljit pioneered the non-bank lending sector’s emergence as a vital source of capital for the UK real estate industry following the 2008 financial crisis. As co-founders of real estate financier and asset manager Urban Exposure Plc, they extended approximately £2bn of development financing from 2010 onwards. Karen previously served as General Counsel of Urban Exposure, after starting her career as a lawyer at King & Wood Mallesons, Herbert Smith LLP and Charles Russell Speechlys.

The wider Précis Capital team comprises real estate finance, private equity and banking professionals, including Frank Strauss as Chairman and Susan Geddes as Director and Credit Committee Chair. Frank is a seasoned financial services executive with 30 years’ experience and was formerly Global CEO, Private and Commercial Banking on Deutsche Bank AG’s Management Board. Susan was formerly Managing Director, Structured Real Estate Finance at Santander UK Corporate Banking and Managing Director, Head of Structured Finance with Alvarium RE and spent 19 years at Bank of Scotland, latterly as Head of Real Estate Finance.

In alignment with TowerBrook’s industry-leading B Corp certification as an investment manager committed to responsible business practices, Précis Capital will seek to integrate sustainability and social impact into its product and service offering. The new lending platform will actively measure the Social Value impact of the projects it finances. Alongside traditional development finance products, it will offer loans tailored for sustainable building practices by developing Green Finance products – aligning loan terms to the achievement of pre-determined sustainability performance targets.

“A chronic funding shortfall has been among the biggest contributory factors to the structural imbalance within the UK housing market we are seeing today,” said Randeesh Sandhu, co-founder and Chief Executive Officer at Précis Capital. “Increased volumes and more efficient delivery of private development financing are a fundamental prerequisite for bridging the gap between the longstanding and fast-growing demand for housing in the UK and the supply currently delivered by homebuilders. We are extremely excited to be drawing on our experience and partnering with TowerBrook, with their proven history of backing specialist financing platforms such as Hayfin Capital Management and Ladder Capital, to meet this challenge and address the market need.”

“There is a significant opportunity for a new purpose-led approach to lending in the current market. 2021 is a pivotal moment for the UK’s construction industry and we aim to help the industry transition towards Net-Zero targets with sustainable build standards, adopt technology and embrace Modern Methods of Construction. We want to support the economic recovery, the government’s Green Agenda and the ‘levelling up’ policy programme,” said Daljit Sandhu, co-founder and Chief Operating Officer at Précis Capital. “We have assembled a team that has experience of working at, or alongside, many of the UK’s most respected developers and investors, as well as an extensive track record of successfully structuring large and complex real estate debt transactions. Whilst we will not let up on the speed, flexibility and certainty required from a trusted lending partner, we also hope to pioneer new products and practices with and for our clients.”

TowerBrook Capital Partners (“TowerBrook”) announced today that it has joined the Council for Inclusive Capitalism with the Vatican. The Council is a global nonprofit organisation that joins moral and market imperatives to build a more inclusive, sustainable, and trusted economic system that addresses the needs of our people and the planet.

“I am thrilled to welcome TowerBrook to the Council and look forward to working with them as they take the necessary actions to ensure a better future for us all,” said Meredith Sumpter, CEO of the Council for Inclusive Capitalism.

The Council is rooted in action. Upon joining, Council members commit their organisations to measurable and meaningful acts to create equality of opportunity, equitable outcomes, and fairness across generations and to those whose circumstances prevent them from full participation in the economy. Explore the actions Council members have already committed to here.

The Council was launched in December with the belief that businesses have a responsibility and the capability to create stronger, fairer, and more dynamic economies and societies. Council membership is open to all companies and organisations who are willing to make measurable, public commitments toward more inclusive and sustainable business practices. You can see the full list of Council members here.

TowerBrook and Further Global Capital Management (“Further Global”), a private equity firm focused on the financial services industry, today announced the signing of a definitive merger agreement, under which affiliates of TowerBrook and Further Global will acquire all outstanding shares of common stock of ProSight Global, Inc. (NYSE: PROS) (“ProSight” or “the Company”), a domestic specialty insurance company, in an all-cash transaction valued at approximately $586,000,000.

Under the terms of the agreement, ProSight stockholders will receive $12.85 per share of common stock, which represents a 42% premium to the closing share price as on September 23, 2020, the last trading day prior to media reports about a possible acquisition by TowerBrook. TowerBrook will acquire a majority stake in ProSight, with Further Global serving as a key minority co-investor.

The merger agreement was recommended by a special committee of the ProSight Board of Directors and was then approved by ProSight’s full Board. The acquisition is expected to close in the third quarter of 2021 and is subject to customary closing conditions, including the receipt of required regulatory approvals, and the completion of a reinsurance transaction with Enstar that will serve to reposition ProSight’s capital in support of future growth. Affiliates of the Merchant Banking business of Goldman Sachs and TPG Global, LLC have executed a written consent to approve the transaction, thereby providing the required stockholder approval for the transaction. No further action by other ProSight stockholders is required to approve the transaction.

Founded in 2009, ProSight is an innovative property and casualty insurance company writing a diverse mix of admitted and non-admitted specialty lines of business in all 50 states. ProSight is a fully licensed and fully rated turnkey platform with significant franchise value in its core niches. The Company has a number of long-standing and successful distribution relationships, a well-developed technology platform, and scalable infrastructure.

Upon closing, Jonathan Ritz will become CEO, while ProSight’s current President and CEO, Larry Hannon, will continue serving as President. Mr. Ritz joins ProSight after previously serving as President of Aspen Insurance Holdings Limited, Chief Operating Officer of Validus Holdings Limited, and Chief Executive Officer of Validus Specialty. Upon completion of the transaction, ProSight will become a private company with the flexibility and capital to accelerate its next stage of growth, and Mr. Ritz and Mr. Hannon will work together with TowerBrook and Further Global to continue ProSight’s development and strategic realignment.

“This is a very exciting and challenging insurance market which is undergoing significant changes in distribution, pricing, capital management, and capacity exiting across many lines of business,” said Jonathan Ritz. “Increased frequency and magnitude of natural catastrophes, social inflation, and the COVID-19 crisis have contributed to substantial market dislocations, and ProSight represents a quality platform that is well-positioned to capitalize on this environment. I am looking forward to working with the Company’s many talented underwriters, employees, and distribution partners to build a market-leading specialty insurance company.”

“This transaction and the new partnership with TowerBrook and Further Global will expand ProSight’s underwriting capabilities and fund investments in talent and technology that will improve our offerings to distribution partners and customers,” said Larry Hannon. “Since our founding 12 years ago, our employees have dedicated themselves to creating a differentiated specialty insurance company. I’m very proud of what we created, thank them for their dedication, and very much look forward to working closely with Jonathan as we write ProSight’s next chapter as a private company.”

TowerBrook and Further Global’s investment in ProSight is the result of a targeted approach to the insurance market. This acquisition aligns with TowerBrook’s investment strategy to back strong management teams operating in growth markets and builds on a long history of investing in the insurance and financial services industries. Further Global’s investment in ProSight is a continuation of its principals’ successful track record of investing in the insurance and reinsurance industries over the past 22 years. TowerBrook and Further Global will work with ProSight’s management team in furtherance of building an enduring specialty insurance franchise.

R1 RCM Inc. (NASDAQ: RCM), a leading provider of technology-enabled revenue cycle management services to healthcare providers, announced that it has entered into an agreement with TCP-ASC ACHI Series LLLP, an investment vehicle jointly owned by Ascension Health Alliance (“Ascension”) and investment funds affiliated with TowerBrook Capital Partners L.P. (“TowerBrook”), for the conversion of all of the 8.00% Series A Convertible Preferred Stock (the “Preferred Stock”) held by the joint investment vehicle to common stock. The Preferred Stock, issued in February 2016, was entitled to 8.0% annual payment-in-kind (“PIK”) dividends until February 2023, followed by perpetual 8.0% annual cash dividends, and was not redeemable by R1. As part of the conversion agreement, the joint investment vehicle will receive approximately 139.3 million shares of common stock and a one-time $105 million cash payment. R1 intends to fund the cash payment with cash from its balance sheet.

Pro forma for the conversion of the Preferred Stock, Ascension and TowerBrook, through the joint investment vehicle, will collectively own approximately 54%¹ of R1’s outstanding shares of common stock.

¹Excludes the dilutive effect of the warrants Ascension and TowerBrook hold through the joint investment vehicle (representing the right to purchase 60 million shares of common stock at $3.50 per share), warrants held by Intermountain Healthcare (representing the right to purchase 1.5 million shares at $6.00 per share), and any employee stock options and awards.

²Reflects share amounts Ascension and TowerBrook, through the joint investment vehicle, would have been entitled to pursuant to the existing terms of the Preferred Stock.

The transaction is expected to close later this month, and all the shares of common stock to be issued as part of the transaction will be subject to a one-year lock up scheduled to expire in 2022. Ascension and TowerBrook will retain their seats on R1’s Board of Directors.

Joe Flanagan, President and Chief Executive Officer of R1 said, “We believe this transaction is highly beneficial for R1 and our shareholders. Simplification of the capital structure affords us enhanced flexibility and alignment to pursue the many growth avenues available to us. Ascension and TowerBrook continue to be exceptional partners and I look forward to advancing R1’s long-term strategy to innovate and grow as the leading provider of revenue cycle technology and solutions to healthcare organizations.”

Anthony J. Speranzo, President and Chief Executive Officer of Ascension Capital, said, “We look forward to remaining proud partners and customers of R1 for many years to come. Since our investment and the creation of our long-term strategic partnership, R1 has delivered premier end-to-end revenue cycle solutions across our organization. We are committed to continuing our work together, strengthening our ability to provide compassionate and personalized care to all.”

Ian Sacks, Managing Director of TowerBrook and President of Ascension TowerBrook Healthcare Opportunities, said, “Our thesis that R1 could significantly grow its business while driving best-in-class outcomes for its customers has been shown to be resoundingly true. We look forward to continuing as long-term shareholders and working with Joe and the R1 family to support its significant anticipated growth and innovation.”

Centerview Partners LLC served as financial advisor and Kirkland & Ellis served as legal advisor to R1. Debevoise & Plimpton LLP is acting as legal counsel and Barclays and Duff & Phelps, LLC are acting as financial advisors to the special committee. Deutsche Bank AG served as financial advisor and Wachtell, Lipton, Rosen & Katz and Covington & Burling LLP served as legal advisors to Ascension and TowerBrook.

The Institutional Limited Partners Association (ILPA) today announced the founding signatories of its newly launched Diversity in Action Initiative. The Initiative serves as a means for GPs and LPs to publicly acknowledge their commitment to take concrete steps to advance diversity, equity and inclusion, both within their organization and the industry more broadly. Diversity in Action signatories undertake four essential DEI actions and at least two additional actions, from an optional set of nine. The Diversity in Action framework includes a broad range of actions spanning talent management, investment management and industry engagement.

“As the private equity industry strives to make even more significant progress on DEI, a limiting factor has been the challenge associated with knowing how your peers are approaching the issue,” said Steve Nelson ILPA’s chief executive officer. “The Diversity in Action Initiative offers, for the first time, a platform not only to showcase the incredible work underway but also to surface ideas and resources that may inspire others to do more on DEI; the value of that information is really hard to overestimate.”

Diversity in Action is a living initiative, and ILPA will continue to welcome new signatories on a rolling basis. Starting in March of next year, ILPA will publish quarterly updates listing all Diversity in Action signatories and including a thematic analysis of the range of specific actions that signatories have in place, including emerging best practices.

“Our aim is to celebrate and elevate the specific measures taken by a wide range of organizations to make the private equity industry more diverse and inclusive,” added Jennifer Choi, Managing Director of Industry Affairs at ILPA. “This network of committed organizations will grow over time, as more LPs and GPs put in place specific processes and programs around DEI. We’ll look to the Initiative’s signatories to provide a window into the areas where the industry is strong on DEI as well as those where improvement is still needed. We look forward to demonstrating a robust pattern of improvement across the industry while also identifying ways we can collectively move forward.”

Consolis, a European leader in precast construction solutions, today announced that it had received a binding offer for its Rail division from TowerBrook Capital Partners L.P. (“TowerBrook”), an international investment management firm co-headquartered in London and New York. The Rail business consists of a portfolio of brands that are leaders in their local markets, designing and manufacturing sleepers and other precast concrete products for railways for close to 100 years.

This project is subject to social dialogue with employees’ representatives, customary antitrust and regulatory approvals. Consolis will continue to operate the Rail business until completion of the transaction, which is expected in the course of H1 2021.

Mikael Stöhr, Chief Executive Officer of Consolis, said: “I believe this transaction would be a ‘win-win-win’ for our customers, co-workers and partners. The underlying industrial logic is to focus resources and talent to create substantial value for all stakeholders. Consolis will strengthen its focus on building solutions across Europe, along our side solutions for drainage and utilities, while the Rail division will be able to develop even further on its own merits.”

Benoît Cattin-Martel, who currently leads Consolis Rail business and is to be the CEO of this business under new ownership, said: “We believe we have the right teams and set of manufacturing facilities across 10 European countries to become the best-in-class concrete sleepers’ provider in our current geographies and beyond. As a pure player, we shall capture significant organic growth opportunities, as well as being ready for future acquisitions. We will keep on pushing innovation to serve our customers.”

TowerBrook Capital Partners today announces that it has closed the sale of Independent Clinical Services (“ICS”) to Onex Corporation (“Onex”).

ICS provides specialised staffing, workforce management solutions and managed services to the healthcare, social-care and life sciences sectors internationally. Active across four continents, the company plays a vital role in private and public healthcare systems, providing solutions to address the structural imbalances between workforce supply and demand, and delivering preventative care and community services that support hospitals and other healthcare providers, as well as the clinical activities of life sciences companies.

TowerBrook will re-invest a portion of its proceeds from the sale of ICS back into the company and looks forward to partnering with Onex and the ICS management team to support the company in its future growth and development.

A group of leading private equity investors have joined forces to create the first international network of Initiative Climat International (iCI). In establishing a UK iCI network, these investors collectively commit to actively engage with private equity-backed companies globally to reduce carbon emissions intensity and secure sustainable investment performance by recognising and incorporating the materiality of climate risk. One of the key principles of the iCI is mutual collaboration, as members commit to effectively analyse, manage and mitigate climate-related financial risk and emissions in their portfolios, in line with the recommendations of the FSB’s Taskforce for Climate-related Financial Disclosure (TCFD).

iCI was originally launched as the iC20 (Initiative Climat 2020) in 2015 by a group of French private equity firms to contribute to achieving the objectives of the Paris Agreement – to limit global warming to well-below 2 oC, and to pursue efforts to limit the temperature increase even further to 1.5 oC. iCI recognizes that climate change poses a significant and real threat to the global economy and society as well as ecosystems; and that the consequences of climate change will generate both risks and opportunities for the companies in which they invest.

Signatories to the iCI join a global community of investors who seek to better understand and manage the risks associated with climate change. Members commit to sharing knowledge, tools, experience and best practice among peers to help build and manage both climate-aligned and climate-resilient portfolios.

iCI is a Supporting Partner of The Investor Agenda. iCI is officially endorsed by the Principles for Responsible Investment and is hosted on the PRI online Collaboration Platform. iCI is open to all private equity firms and investors to join.

Fiona Reynolds, CEO of the PRI said: “The PRI welcomes the announcement that a group of leading private equity investors have joined the Initiative Climat International, and in doing so are stepping up to the climate challenge. We are pleased to support this initiative and encourage private equity firms to join this committed group of investors as they seek to better manage climate-related risks.”

Click to view the press release.

After strong growth in 2019 which brought the Talan Group to 2,500 employees and €258 million in sales, and an equally promising outlook for 2020, Talan has now reached a new milestone with an investment from TowerBrook.

This partnership with a leading global private equity firm – with strong experience in supporting companies with high growth potential and longstanding commitment to social and environmental stewardship – will enable Talan to become a leading European platform focused on accelerating the digital transformation of its clients, and to realise its ambition to reach €1 billion revenues by 2024.

At a time when companies are facing economic turmoil, accelerated digitalisation and new business perspectives, Talan has positioned itself as a major player supporting the digital transformation of these organisations. The social and environmental challenges which will undeniably reshape tomorrow’s world are also deeply integrated in Talan’s offer.

According to Mehdi Houas, Chair of Talan: “TowerBrook’s investment in Talan underlines the relationship of trust between our teams, the common commitment to address the social and environmental issues and our shared ambition to establish Talan as a leading player of the digital transformation globally. Talan, which remains majority-owned by its management team, welcomes this new partner who will support the business and help Talan accelerate its growth. I would like to take this opportunity to thank our historical partner, Capza, who has supported us for many years.”

According to Karim Saddi, Managing Director and Co-President of TowerBrook: “Talan’s experience, the quality of its management team and strong positioning in its core markets were the main factors influencing our investment decision. In addition, the ambition and entrepreneurial spirit promoted by the management team will be the key drivers of success in making Talan a leading player of the digital transformation on an global scale. We are proud to support the group and its employees in this important phase of their development.”

According to Maxence Radix, Partner at Capza: “We are pleased to have supported Talan for four years and helped the company achieve its significant growth. We are confident that TowerBrook will be a strong partner to help Talan in its next phase of growth, especially internationally.”

At closing, Capza will have entirely exited its investment in Talan and the group will remain majority-owned by its management team.

Azzurri Group today announces that it has been acquired by TowerBrook Capital Partners (“TowerBrook”), a London-based international investment management firm. The transaction has been implemented through a pre-pack administration process, which has enabled the business to restructure its balance sheet and its operations to support future success.

Azzurri traded strongly prior to the coronavirus crisis, with 301 restaurants across its three brands in the Italian casual dining sector and the London food-to-go market. Zizzi, ASK Italian and Coco di Mama all delivered good growth in like-for-like revenue and profit in the last financial year, consolidating the Group’s position as a market leader in the sector.

However, in line with the rest of the hospitality sector, Azzurri has faced unprecedented levels of disruption in recent months as a result of the COVID-19 pandemic. At the outset of the crisis, the business acted swiftly to protect its employees and customers, deciding to close all restaurants ahead of the Government’s lockdown. Azzurri took all possible steps to protect the financial position of the business by ceasing all capex, renegotiating rental payments and food supplier costs and furloughing all restaurant staff and non-critical central staff.

Given the sharply altered circumstances since lockdown, advisers KPMG were also appointed to carry out a detailed evaluation of the Group’s operational and financial position, which has resulted in today’s announcement. London-based TowerBrook is a long-term investor with a commitment to responsible ownership. It has a strong track record of investing in consumer businesses, such as Phase Eight and Jimmy Choo and, in the food sector, Van Geloven, Studio Movie Grill, Wilton and KeHE Distributors.

To support Azzurri’s recovery from the COVID-19 crisis, TowerBrook has committed over £70 million to restructure the balance sheet and provide capacity for future growth.  As a result of this process, which has been completed consensually with Azzurri’s lending banks, the Group’s debt will reduce significantly. This transaction allows the business to reopen at the right time, maximise its recovery in the period of social distancing ahead and to secure the long-term future of the business.

As a result of the more challenging environment, around 75 sites will regrettably not reopen and Pod will become a delivery-only brand. This will sadly impact up to 1,200 jobs across the Group. This very difficult decision in no way reflects the quality of these team members, but has been made necessary by the very different operating environment that the business now finds itself in. Azzurri will continue to support all team members through this challenging period.

TowerBrook’s investment has helped to secure the future of approximately 225 restaurants and shops, protecting 5,000 employees. Azzurri will now begin to implement its rigorous plans to reopen an initial group of 40 ASK Italian and Zizzi restaurants next week, shortly followed by more restaurants and Coco di Mama sites later this summer. It is impossible to predict consumer demand following such a lengthy period of uncertainty and Azzurri will therefore reopen sites with caution, adapting appropriately to the new environment.

Steve Holmes, CEO of Azzurri Group, commented: “The COVID-19 crisis has had a profound impact on the casual dining sector, bringing many businesses like ours to a standstill. Despite being a successful operator, the immediate loss of revenue during lockdown meant that we have had to make some incredibly difficult decisions to protect the business for the long term. It is with deep sadness that this process will result in the permanent closure of a number of sites and that we must say goodbye to greatly valued employees across our brands.

“Looking forwards, TowerBrook is a strong new partner who shares our ambitions for the future. Their additional investment has enabled us to preserve the majority of our restaurants, stores and jobs and I am confident that, under TowerBrook’s ownership, Azzurri will navigate the period ahead successfully. We look forward to welcoming customers back in the near future and to our next chapter with optimism.”