Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu . 
  EUROPEAN COMMISSION  
Brussels, 22.1.2021  
C(2021 ) 454 final  
PUBLIC VERSION  
To the notifying parties  
Subject : Case M. 10091  – TOWERBROOK  CAPITAL PARTNERS / WARBURG 
PINCUS / AA  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
(EC) No 139/20041 2 and Article 57 of the Agreement on the European 
Economic Area3  
Dear Sir or Madam,  
1. On 22 December 2020 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger  Regulation by which  TowerBrook  
Capital Partners L .P. (“TowerBrook”, USA)  and Warburg Pincus LL C (“Warburg 
Pincus”, USA)  acquire within the meaning of Article 3(1)(b) of the Merger Regulation 
joint control over the whole of AA Plc (“AA”, UK) by way of public bid announced 
on 25 November  2020 .4 
2. The business activities of the undertakings concerned are:  
 TowerBrook is an investment management firm and focuses on making 
investments in large and middle market European and North American 
companies.  
 Warburg Pincus is a private equity firm headquartered  in New York, United 
States.  
                                                 
1 OJ L 24, 29.1.2004, p. 1 ( the ‘Merger Regulation ’). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( ‘TFEU ’) has introduced certain changes, such as the 
replacement of ‘Community ’ by ‘Union ’ and ‘common market ’ by ‘internal market ’. The terminology 
of the TFEU will be used throughout this decision.  
2  For the purposes of this Decision, although the United Kingdom withdrew from the European Union as 
of 1 February 2020, according to Article 92 of the Agreement on the withdrawal of the United 
Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic 
Energy Community (OJ L 29 , 31.1.2020, p. 7), the Commission continues to be competent to apply 
Union law as regards the United Kingdom for administrative procedures which were initiated before the 
end of the transition period.  
3  OJ L 1, 3.1.1994, p.  3 (the ‘EEA Agreement ’). 
4  Publication in the Official Journal of the European Union No C 001, 04.1.2021 , p. 6. 

2  AA’s main activity is the provision of road assistance services in the United 
Kingdom. In addition, AA provides insurance distribution services, insurance 
underwriting services and certain other financial services products.  
3. After examination of the notification, the European Commission has concluded that 
the notified operation falls within the scope of the Merger  Regulation  and of 
paragraph 5 (b) of the Commission  Notice on a simplified procedure for treatment of 
certain concentrations under Council Regulation (EC) No 139/2004 .5 
4. For the reasons set out in the Notice on a simplified procedure, the European 
Commission has decided not to oppose the notified operation 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  Regulation  and Article 57 of 
the EEA Agreement . 
For the Commission  
 
 
(Signed)  
Olivier GUERSENT  
Director -General  
                                                 
5  OJ C 366, 14.12.2013, p. 5 .