EisnerAmper announces investment by TowerBrook Capital Partners

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.

TowerBrook Capital Partners signs an agreement with Equistone to acquire majority stake in Bruneau

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.”

Uperio announces acquisition by TowerBrook Capital Partners

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 Announces Pricing of $200m Initial Public Offering

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.

Regent Surgical Health announces strategic investment from TowerBrook and Ascension Capital

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.”

Launch of Précis Capital, a UK development lending platform, backed by TowerBrook

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 joins Council for Inclusive Capitalism with The Vatican

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 announce acquisition of specialty insurance company ProSight Global, Inc.

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.