22 September 2016
Madison Dearborn Partners
Offer for all shares and warrants in TIG Topco Limited and Sentry Holdings Limited, the holding companies of Towergate Insurance Limited
Madison Dearborn Partners, LLC ("MDP") today announces an offer by its affiliate, Tango Investments, LLC, for all outstanding issued shares and warrants in TIG Topco Limited (“TTL”) and Sentry Holdings Limited (“SHL”), both holding companies of Towergate Insurance Limited (“Towergate”), at the following prices:
The offer will be open for acceptances from today’s date and will remain open until the later of 24 October 2016 and three business days after the date that the offer becomes unconditional in accordance with its terms (“Closing Date”).
Tango Investments, LLC has received irrevocable undertakings to accept the offer from a number of shareholders in respect of their shares which together represent approximately 10% of the voting shares of TTL on a look-through basis, which is sufficient for the acceptance condition of the offer to be satisfied.
The offer will complete, subject to regulatory approvals and other conditions, three business days after the Closing Date, with the earliest date of Completion expected to be 27 October 2016.
Following the successful completion of the offer, Towergate’s shareholder base will continue to include funds managed, advised and/or controlled by HPS Investment Partners, LLC (formerly known as Highbridge Principal Strategies, LLC) or its affiliates (who have undertaken not to accept the offer in respect of substantially all of their shareholdings) and also funds and accounts managed or advised by KKR Credit Advisors (US) LLC or its affiliates and Bain Capital Credit, L.P. or its affiliates (each of whom has undertaken not to accept the offer), alongside MDP.
As each of TTL and SHL is incorporated in Jersey as private limited companies with equity securities that are not listed on any exchange or securities market, the City Code on Takeovers and Mergers (the “Takeover Code”) does not apply to either company, or the offer. The Takeover Code will also not apply to either of TTL or SHL after completion of the offer.
Concurrent with this offer, MDP will be making an investment in Nevada Investments Topco Limited, a holding company currently controlled by funds managed, advised and/or controlled by HPS Investment Partners, LLC and focused on investments in the U.K. insurance brokerage industry, which is expected to be completed simultaneously with completion of the offer.
Documentation related to this offer, including the full terms and conditions to the offer, has been sent to registered shareholders and is available from Capita Asset Services, who will be acting as the Receiving Agent for this transaction and may be reached via the contact information below.
Madison Dearborn Partners:
Capita Asset Services:
Receiving Agent at Capita Asset Services,
34 Beckenham Road
Kent BR3 4TU
Shareholder helpline: +44 37 1664 0321
Madison Dearborn Partners (MDP), based in Chicago, is a leading private equity investment firm in the United States. Since MDP’s formation in 1992, the firm has raised seven funds with aggregate capital of approximately $23 billion and has completed approximately 130 investments. MDP’s seventh fund recently held a final close on $4.4 billion. MDP invests in businesses across a broad spectrum of industries, including financial and transaction services; business and government services; health care; telecom, media and technology services; basic industries; and consumer. Noteworthy financial and transaction services investments include Ankura Consulting Group, EVO Payments International and NFP Corp. For more information, please visit www.mdcp.com.
Kelly-Ann Knight - Corporate Communications Director
Towergate Insurance Limited