Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERG ER REGISTRY, 1049 Brussel,  BELGIË 
 Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu . 
  EUROPEAN COMMISSION 
Brussels, 15.11.2017 
C(2017) 7771 final 
 
To the notifying parties:  
Subject: Case M.8518 - MDP / HPS / NEVADA / TOWERGATE 
Commission decision pursuant to Articl e 6(1)(b) of Council Regulation (EC) 
No 139/20041 and Article 57 of the Agreemen t on the European Economic Area2  
Dear Sir or Madam, 
1. On 18 October 2017, the European Commission received notificatio n of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which HPS Investment 
Partners, LLC (“ HPS ”), (USA), and Madison Dearborn Partners, LLC (“ MDP ”), (USA), 
acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of Ardonagh Group Limited (including Towergate) (“ Ardonagh ”) (Jersey, UK) controlled by 
HPS,  and Nevada Investment Holdings 2 Limited (“ Nevada 2 ”) (Cayman Islands) 
controlled by MDP, by way of purchase of securities.
3 
2. The business activities of the undertakings concerned are: 
− for HPS : a US-based investment firm, with inve stments in a wide range of industries, 
including insurance brokerage companies.  
− for Ardonagh : controls Towergate Insurance Limited (“Towergate”), Autonet 
Insurance Services Ltd (“Autonet”), Price Forbes & Partners Limited (“Price Forbes”),  
Ryan Direct Group (“RDG”) and Chase Temp leton Limited (“Chase Templeton”). All 
these entities are insu rance broker companies active ma inly in the non-life insurance 
sector in the UK.  
− for MDP : a US-based private equity investment  firm, with investments in a wide 
range of industries, including insurance brokerage companies. 
                                                 
1 OJ L 24, 29.1.2004, p. 1 (the 'Mer ger Regulation'). With effect from  1 December 2009, the Treaty on the 
Functioning of the European Union ('TFEU') has intr oduced certain changes, su ch as the replacement of 
'Community' by 'Union' and 'common market' by 'interna l market'. The terminology of the TFEU will be used 
throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement'). 
3  Publication in the Official Journal of the European Union No C 361 , 25.10.2017, p. 39. 
PUBLIC VERSION 
2 − for Nevada 2 : a private holding company incorporated  in the Cayman Islands that was 
established as an investme nt vehicle by MDP and HPS  which holds The Broker 
Network Limited and Countrywide Insura nce Management Limited (together “ Broker 
Network ”). Broker Network is a UK broker platform for small local  independent 
insurance brokers, offering commercial and pe rsonal insurance c over in the UK.   
3. After examination of the notification, the Eu ropean Commission ha s concluded that the 
notified operation falls within the scope of the Merger Regulation and of paragraph 5(c)  of 
the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004.
4 
4. For the reasons set out in the Notice on a simp lified procedure, the European Commission 
has decided not to oppose the notified operati on and to declare it compatible with the 
internal market and with the EEA Agreement. This decision is adopted in application of 
Article 6(1)(b) of the Merger Regulati on and Article 57 of the EEA Agreement. 
For the Commission 
(Signed) 
Johannes LAITENBERGER Director-General 
                                                 
4  OJ C 366, 14.12.2013, p. 5.