EUROPEAN COMMISSION DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 05/04/2024

In electronic form on the EUR-Lex website under document number 32024M11501

EUROPEAN COMMISSION

Brussels, 5.4.2024 C(2024) 2373 final

PUBLIC VERSION

Clayton, Dubilier & Rice, LLC 375 Park Avenue, 18th Floor NY 10152 New York United States of America

Stone Point Capital LLC 20 Horseneck Lane CT 06830 Greenwich United States of America

Dear Sir or Madam,

(1) On 11 March 2024, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation, by which funds managed by Clayton, Dubilier & Rice, LLC (USA) (“CD&R”) and investment vehicles and certain co-investment vehicles managed by Stone Point Capital LLC (USA) (“Stone Point”) will acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control over the whole of the undertaking Truist Insurance Holdings, LLC (USA), a subsidiary of Truist Financial Corporation (USA) (the 3 “Target”) by way of purchase of shares. ()

(2) The business activities of the undertakings concerned are the following:

– CD&R is a private equity investment firm, based in the United States, which originates, structures, and frequently acts as lead equity investor in management buyouts, strategic minority equity investments and other strategic investments,

– Stone Point is an investment firm based in Greenwich, Connecticut, United States, that targets investments in companies in the global financial services industry and related sectors. The firm invests in a number of alternative asset

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() OJ C, C/2024/2236, 19.3.2024.

classes, including private equity through its flagship Trident Funds. Stone Point also manages both liquid and private credit funds and managed accounts,

– The Target is a subsidiary of Truist Financial Corporation based in the USA. The Target is a US-focused insurance broker.

(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) and 5(c) of the Commission Notice on a simplified treatment for 4 certain concentrations under Council Regulation (EC) No 139/2004. ()

(4) For the reasons set out in the Notice on a simplified treatment, 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

4() OJ C 160, 5.5.2023, p. 1 (the ‘Notice on a simplified treatment’).

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