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,  26.01.2021  
C(2021 ) 505 final  
PUBLIC VERSION  
To the notifying party  
Subject : Case M. 10103 — Towerbrook/Consolis Rail Division  
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 23 December 2020 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger  Regulation by which  six investment 
funds managed by TowerBrook Capital Partners L.P. (‘Towerbrook’, USA)  will 
indirectly acquire within the meaning of Article 3(1)(b) of the Merger Regulation sole 
control of fourteen companies ( together, the  ‘Consolis Rail Division’) belonging to the 
Consolis Gro up SAS (France)  by way of purchase of shares .4 
2. The business activities of the undertakings concerned are:  
 for Towerbrook: investment firm active in large and middle European and North 
American markets  with a wide portfolio of companies in the industrial, 
healthcare, financial, consumer goods, telecommunications, media and 
knowledge services sectors,  
 for Consolis Rail Division: companies active in the design, manufacture and 
distribution of precast concrete products and of other precast concrete materials 
necessary to the construction of railway networks . 
                                                 
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 6, 8.1.2021 , p. 18. 

2 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 declar e 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 .