TowerBrook announces the sale of Metallo Group

TowerBrook Capital Partners today announces that it has signed an agreement with Aurubis AG, Hamburg, for the disposal of Metallo Holdings 3 B.V., (“Metallo”), the Belgian-Spanish non-ferrous metals recycling Group.

Metallo is a recycling and refining company with around 530 employees at its main sites in Belgium and Spain. In the fiscal year 2018, Metallo generated revenues of approximately EUR 985 million. With the transaction, Aurubis continues to actively pursue its multi-metal and recycling strategy.

The closing of the transaction is subject to clearance by the responsible merger control authorities and is expected to take place towards the end of the year. The Supervisory Board of Aurubis AG has already approved the transaction.

TowerBrook announces strategic investment in KeHE

KeHE Distributors (KeHE) announced today that it has completed a comprehensive review to find a strategic capital partner for growth, replacing a longtime minority shareholder. TowerBrook Capital Partners L.P. (TowerBrook), an international investment management firm, has become a shareholder in KeHE and has committed additional capital for future growth.

“We have been very deliberate in selecting a partner that believes in our mission and values as well as our strategic vision to be the next generation distributor in specialty, natural & organic and fresh foods.” said Brandon Barnholt, KeHE’s President and CEO. “This arrangement allows KeHE to maintain our majority employee stock ownership (ESOP) ownership structure, while securing the infusion of capital we need to power our growth initiatives.”

KeHE’s expertise in bringing new and emerging brands to market, a national distribution network in the U.S. and Canada, and the unique ability to help brands and retailers grow, positions KeHE to thrive in the emerging environment.

“KeHE has significant scale, a differentiated supply chain and an experienced leadership team with both a strong track record and a compelling vision for the future of food distribution,” said Michael Recht, Managing Director at TowerBrook. “We are pleased to partner with KeHE to help drive continued momentum and growth in the business.”

TowerBrook recently became the first mainstream private equity firm to earn its B Corporation certification. KeHE became the first food distributor to earn the B Corporation certification credential in 2016 and remains one of the largest organizations to hold this designation.

“We see many exciting opportunities in this large and growing sector,” added Andrew Rolfe, Managing Director at TowerBrook. “Responsible investing is also an integral part of how we work. We are thrilled to partner with KeHE, as they share our commitment to values such as diversity, inclusion, service, transparency and sustainability.”

BMO Capital Markets acted as exclusive financial advisor to KeHE and Winston & Strawn, LLP provided legal guidance to KeHE. Kirkland & Ellis, LLP provided legal counsel to TowerBrook.

LibreMax Capital establishes CAVU Investment Partners in partnership with TowerBrook

LibreMax Capital, LLC (“LibreMax”), an asset management firm specializing in structured products and corporate credit, today announced the establishment of CAVU Investment Partners, LLC (“CAVU”). This new entity, formed in partnership with international investment management firm TowerBrook Capital Partners L.P. (“TowerBrook”), will invest in the equity tranches of  new issue collateralized loan obligations (“CLOs”) managed by Trimaran Advisors, LLC (“Trimaran”), the CLO management platform of LibreMax. David Moffitt, Head of Tactical Opportunity Investing and CLO Management at LibreMax and President of Trimaran will serve as President of CAVU.

Under the terms of the partnership, TowerBrook has made a substantial commitment to CAVU to support multiple Trimaran CLOs. CAVU is expected to begin investing in the second quarter of 2019 and can continue making investments for five to seven years.

Mr. Moffitt said, “We are pleased to partner with TowerBrook to form CAVU, which we believe will allow us to better access the capital markets and scale the Trimaran platform, while generating attractive returns for our investors. Our ability to come to market with dedicated equity will provide our debt investors increased flexibility and greater certainty of execution.”

“We have a longstanding relationship with LibreMax and we are delighted to form this strategic partnership to help scale the Trimaran platform over the long-term,” said Jonathan Bilzin, Managing Director of TowerBrook.

The investment was made through the TowerBrook Structured Opportunities Fund (TSO), which was established in 2015 to back great management teams and businesses at the inflection point of growth and change where traditional control-oriented attributes may not apply.

LibreMax acquired Trimaran in December 2018. Trimaran currently manages six CLOs with approximately $3 billion of assets under management.

Studio Movie Grill announces investment from TowerBrook

Studio Movie Grill (“SMG” or “the Company”) today announced that it has received a strategic growth investment of $100 million from TowerBrook Capital Partners L.P. (“TowerBrook”), an international investment management firm. The partnership will help drive SMG’s next stage of accelerated growth, as the Company continues to open in-theater dining locations across the United States.

“This partnership allows SMG to pursue a common vision with TowerBrook and leverage our powerful community-centric business model to drive growth,” said SMG Founder and CEO Brian Schultz. “TowerBrook is an ideal partner for SMG not only because of its deep operational capabilities and strong network, but its established commitment to sustainable and socially responsible business practices as a Certified B Corporation.”

SMG created today’s popular in-theater dining niche, combining an immersive theater experience, scratch food and craft cocktails, and a culture of hospitality, with a commitment to support and fund expansive community outreach programs nationwide. Since the concept was established in 1993, SMG has become the fastest-growing, company-owned theater brand in the country.

“We are thrilled to partner with Brian Schultz and SMG’s management team as the Company enters its next phase of growth. Consumers are increasingly looking for high-quality experiences, and SMG has been at the forefront of innovation in this evolving industry,” said Jonathan Bilzin, Managing Director of TowerBrook.

The investment was made through the TowerBrook Structured Opportunities Fund (TSO), which was established in 2015 to pursue not-for-control opportunities, backing great management teams and businesses at the inflection point of growth and change. TowerBrook has extensive connections within the cinema and entertainment spaces through previous investments. This investment follows a number of recent similar non-control partnership transactions that TowerBrook has pursued with founder-led businesses, including GBA Group, JJA, OVH, La Maison Bleue and Gravity.

TowerBrook announces investment in GBA Group

TowerBrook Capital Partners L.P. (“TowerBrook”) is pleased to announce that it has acquired a minority interest in GBA Group (“GBA” or “the Company”), a provider of end-to-end vehicle logistics services to the global automotive and shipping industries. TowerBrook has invested through its TowerBrook Structured Opportunities Fund (TSO), established in 2015 to pursue not-for-control opportunities in businesses seeking a partner to support their future growth. TowerBrook will be a strategic investor alongside the Judah family, working with Cale and Yaniv Judah, who serve as Group Managing Director and Operations Director respectively.

Based in the UK, GBA provides a range of logistical services for imported and exported vehicles. These include vessel and terminal operations, storage and transportation, technical and pre-delivery inspection (PDI), and vessel agency and freight forwarding. The Company has grown organically since it was founded in 1987 and has developed a leading position in terminal and vessel operations, building lasting relationships with many of the world’s major automotive companies.

TowerBrook’s transatlantic network and its significant experience in the automotive sector made it an attractive partner for GBA. Today’s announcement marks TowerBrook’s second minority investment in a founder-led business in the UK, as TowerBrook continues to seek interesting opportunities in the UK market. GBA will be the fifth minority investment in a founder-led business for the TSO fund, alongside JJA, OVH, La Maison Bleue and Gravity.

TowerBrook earns B Corp certification

TowerBrook Capital Partners L.P. (“TowerBrook”) announced today that it has become a Certified B Corporation (“B Corp”), becoming the first mainstream private equity firm in the world to receive this recognition.

B Corp certification is awarded to companies that are leaders in their commitment to ESG and responsible business practices. Certification is administered by the non-profit B Lab movement and follows a rigorous assessment and verification process that ensures B Corps meet the highest standards of social and environmental performance, transparency and legal accountability.

TowerBrook invests in companies that can deliver profitable growth and make a positive contribution to society. The firm partners with the management teams and employees of its portfolio companies to make operational improvements, embed responsible risk management processes, implement comprehensive ESG policies and set appropriate metrics to measure progress. TowerBrook is a signatory to the United Nations Principles for Responsible Investment.

“We have always believed that business has an important role to play in helping to address the many complex challenges faced by society”, said Ramez Sousou, Co-CEO of TowerBrook. “The certification of TowerBrook as a B Corp recognises the firm’s longstanding commitment to social and environmental stewardship and formalises our efforts to continue this work.”

“TowerBrook is committed to creating value for investors by building better businesses”, said Neal Moszkowski, Co-CEO of TowerBrook. “Responsible ownership is an integral part of the way we work, and we are proud that our approach and our practices have resulted in certification as a B Corp.”

Andy Fyfe, Senior B Corp Growth at B Lab said: “TowerBrook is the first mainstream private equity firm to become a Certified B Corp, and we trust it will not be the last. With some $3 trillion under management, private equity is a significant owner of business globally that can act as a powerful force for good. B Corps set the gold standard for good business and we at B Lab have created the performance standards and legal structures that are used by thousands of businesses around the world. We welcome TowerBrook to our community of demonstrated leaders and are delighted that they share our vision of an inclusive and sustainable economy that creates a shared prosperity for all.”

Tim Hames, Director General at the British Private Equity and Venture Capital Association (BVCA), said: “This is a significant development. It is the most ambitious and public move by one of the larger mainstream private equity funds in this area since the UNPRI was adopted by many in the sector around a decade ago. It takes a commitment to ESG to a new and more demanding level.”

Anders Stromblad, Head of External Management at AP2, an investor in TowerBrook’s funds, said: “AP2 is tasked with maximising long-term return at low risk to disbursements within the Swedish pension system. Our sustainability programme is designed to create and protect values, and one of the reasons we like TowerBrook’s approach to investment is that we share the idea that values can drive value. Both our organisations support and promote the UN’s Principles for Responsible Investment, and we both pursue a responsible and consistent approach to long-term value creation. I applaud the fact that TowerBrook is prepared to stand up and be counted in its efforts to build better businesses, and am delighted it has been awarded certification as a B Corp.”

Jörg Harbring, CEO of TowerBrook portfolio company AustroCel Hallein said: “Having received the award for being the most sustainable company in Austria in 2017 and being the largest green energy producer there, we could not be more pleased to be partnered with TowerBrook, whose commitment to values and purpose have been clear from our first meeting.

Alessandro Carlucci, Chair of BSR and a member of TowerBrook’s Senior Advisory Board said: “Having witnessed the commitment of TowerBrook to Responsible Ownership, I was honoured and enthusiastic to join the firm’s Senior Advisory Board. As a former CEO of a company deeply committed to sustainability and now Chair of BSR, I am inspired by the journey of an international private equity firm with such clear values and unambiguous purpose. I am delighted that this journey has now led TowerBrook to be certified as a B Corp.”

TowerBrook announces investment in Sabena technics

We are pleased to announce that TowerBrook Capital Partners L.P. (“TowerBrook”), with a group of investors composed of Sagard SAS and Bpifrance Investissement SAS (together the “Consortium”), has entered into definitive agreements to purchase a majority stake in Sabena technics, a provider of maintenance, repair and overhaul (“MRO”) services for both the military and civil aerospace sector, headquartered in France. The Marchais family (the seller), through its holding company TAT, will remain a minority shareholder in the Company.

Sabena technics is a provider of MRO services operating through two divisions, Military & Government and Civil/Commercial aerospace sector. The Company has positioned itself as a leader in specific niche markets, focusing on widebody, complex and non-standard format repairs, airframe and heavy modifications on all fleet encompassing a valuable and strategic part of the MRO value chain.  It has balanced revenues between its military and civil divisions, allowing it to diversify revenue streams and clients. It is also the sole European member of the Airbus MRO alliance.

TowerBrook first identified the opportunity to invest in Sabena technics in July 2018 through its combined sourcing effort in France and in the aerospace sector. We are delighted to partner with Sabena technics’ management team and our Consortium partners as the Company enters its next phase of development with multiple avenues of growth. TowerBrook, the other buying investors, the Marchais family and the management team share a joint vision and ambition to pursue the Company’s successful strategy of developing both military and civil activities organically, complemented with a focus on strategic acquisition opportunities that will help cement the Company’s strong positioning in Europe. The Consortium will reserve significant financial resources to support the Company’s ambitions of consolidating the fragmented MRO market.

TowerBrook has longstanding relationships in the aviation industry, most recently through its investment in Aernnova in 2018. Our investment in Sabena technics continues to strengthen our network, industry connections and understanding of the whole aviation value chain in a landmark primary transaction. The transaction is subject to customary competition filings and regulatory approval and is expected to close in Q2 2019.

TowerBrook announces acquisition of Orchid Underwriters from Gryphon Investors

TowerBrook Capital Partners L.P. (“TowerBrook”), an international investment management firm, announced today that it has acquired Orchid Underwriters Agency, LLC (“Orchid”), a specialty underwriter of catastrophe exposed property insurance, from private equity firm Gryphon Investors. Financial terms were not disclosed.

Orchid President and CEO Brad Emmons will continue to lead Orchid, working alongside TowerBrook to continue the company’s growth. Gryphon will maintain a significant equity position in the company going forward.

Founded in 1998 and based in Vero Beach, FL, Orchid is a Managing General Agency (MGA)/Managing General Underwriter (MGU) providing specialty P&C insurance products to homeowners, high net worth individuals, and small businesses throughout the United States and the Caribbean. Orchid provides proprietary insurance solutions for “hard-to-place” risks to a growing, national network of retail agents and other strategic distribution partners. The company maintains several long-standing partnerships with high-quality insurance and reinsurance carriers that provide consistent and, in many cases, exclusive risk capacity to Orchid.

“We are thrilled to partner with TowerBrook and look forward to benefiting from its deep operational experience and strong network in the insurance industry,” said Brad Emmons, President and CEO of Orchid. “We have made significant strategic advancements under Gryphon’s ownership, and we now expect TowerBrook’s investment and guidance to further support future development as we continue to grow the platform organically through geographic and product expansion and pursue potential acquisitions. We look forward to the opportunities ahead as we work together to deliver greater value for our partner agents, carriers, and talented employees.”

TowerBrook’s investment in Orchid is the result of a targeted approach to the insurance services market focused on identifying attractive, resilient business models with consistent growth profiles. This acquisition aligns with TowerBrook’s investment strategy to back strong management teams operating in growth markets. TowerBrook will work with Orchid’s management team to develop organic and inorganic initiatives which further scale Orchid’s platform.

TowerBrook has a long history of investments in the insurance and financial services industry and a strong network in the sector, having partnered with companies such as Ironshore, Rewards Network, CapQuest, Hayfin, Fortiva, Validity Finance, and Ladder Capital.

TowerBrook signs definitive agreement for sale of Wilton Brands

TowerBrook Capital Partners L.P. (“TowerBrook”), an international investment management firm, today announced the sale of Wilton Brands, a baking, cake decorating and candy making brand, to Dr. August Oetker KG (“Dr. Oetker”). Financial terms were not disclosed, and the transaction is expected to close by the end of the year.

Dr. Oetker is a Germany based, privately held, global food and beverage company, which includes baking products and baked goods. Both companies were family-founded and share a long and rich heritage in baking.

The sale to Dr. Oetker positions Wilton Brands to draw on both companies’ strengths and combined knowledge as the business continues to grow and innovate for the benefit of customers, retail partners and employees. Wilton’s product portfolio and strong brand makes it a compelling fit for Dr. Oetker as the company accelerates its expansion in the U.S.

Since TowerBrook acquired Wilton Brands in 2009, the company re-focused on its baking and food core while successfully divesting non-core businesses. Wilton products can be found on shelves at Walmart, Target, Michael’s, Kroger and grocers across the U.S., as well as on Amazon, and are distributed through partners on every continent.

Wilton Brands will remain headquartered in Naperville, Illinois and will be run as a division within the broad portfolio of companies owned by Dr. Oetker. Sue Buchta will remain in her role as CEO of Wilton Brands.