CELEX: 32017M8518
Language: en
Date: 2017-11-15 00:00:00
Title: Commission Decision of 15/11/2017 declaring a concentration to be compatible with the common market (Case No COMP/M.8518 - MDP / HPS / NEVADA / TOWERGATE) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                Brussels, 15.11.2017
                                                                C(2017) 7771 final
                                                                       PUBLIC VERSION
                                                                To the notifying parties:
Subject:        Case M.8518 - MDP / HPS / NEVADA / TOWERGATE
                Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC)
                                1                                                                             2
                No 139/2004 and Article 57 of the Agreement on the European Economic Area
Dear Sir or Madam,
1.      On 18 October 2017, the European Commission received notification 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 investments 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 Templeton Limited (“Chase Templeton”). All
              these entities are insurance broker companies active mainly 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 '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       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.
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.
 ---pagebreak---    −    for Nevada 2: a private holding company incorporated in the Cayman Islands that was
        established as an investment vehicle by MDP and HPS which holds The Broker
        Network Limited and Countrywide Insurance Management Limited (together “Broker
        Network”). Broker Network is a UK broker platform for small local independent
        insurance brokers, offering commercial and personal insurance cover in the UK.
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(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 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)
                                                    Johannes LAITENBERGER
                                                    Director-General
4  OJ C 366, 14.12.2013, p. 5.
                                                  2