We advised Crestview on the nearly $600 million GP-led secondary transaction for two portfolio companies

Davis Polk advised Crestview Partners on the successful close of a GP-led secondary transaction and related continuation fund that includes two Crestview Partners III, L.P. (Fund III) investments, VA Capital Company LLC (Venerable) and ATC Drivetrain Investors L.P. / ATC Drivetrain Group LLC (collectively, “ATC”), with nearly $600 million of commitments. Apollo’s Sponsor and Secondary Solutions business (Apollo S3) led the transaction with additional investments from funds managed by Hamilton Lane, the Crestview team and others.

The continuation fund will support strategic investments and acquisition opportunities for Venerable and ATC, while also providing liquidity to Fund III limited partners, solidifying the returns of both investments thus far.

The investors have agreed to contribute their pro rata share of additional capital to support further growth and acquisition opportunities. As part of the transaction, Crestview offered its Fund III limited partners the opportunity to exercise a full liquidity option, a status quo rollover option or an option to reinvest to participate in the new capital commitments of the continuation fund.

Founded in 2004, Crestview is a value-oriented private equity firm focused on the middle market. The firm is based in New York and manages funds with approximately $10 billion of aggregate capital commitments. The firm is led by a group of partners who have complementary experience and distinguished backgrounds in private equity, finance, operations and management. Crestview has senior investment professionals focused on sourcing and managing investments in each of the specialty areas of the firm: financial services, industrials and media.

S3, Apollo’s Sponsor & Secondary Solutions business, provides flexible capital solutions to asset managers and limited partners across the yield, hybrid and equity spectrum. Since inception, S3 has committed or deployed more than $26 billion across these strategies. S3 is a natural extension of Apollo’s global investment platform, offering partner-oriented capital across asset classes including private equity, private credit, infrastructure and real estate. As of December 31, 2024, Apollo had total assets under management of approximately $751 billion.

Venerable owns and manages legacy variable annuity business, including variable annuities acquired from other entities. Created by an investor group led by affiliates of Apollo Global Management, Inc., Crestview Partners, Reverence Capital Partners and Athene Holdings, Ltd., Venerable is a business with well-established, strategic investors, experienced in successfully building and growing insurance businesses with patient, long-term capital. Venerable’s business operations are based in West Chester, Pennsylvania, Des Moines, Iowa, and New York, New York.

ATC is a Farmington Hills, Michigan-headquartered company, focused on providing environmentally friendly remanufacturing solutions for powertrain and drivetrain products regardless of the propulsion technology powering the vehicle. This includes full electric and hybrid electric battery packs, electric drive units, engines, transmissions and other driveline products. ATC also offers EV battery lifecycle management solutions including battery storage and recycling. The company also provides engineering services including warranty root cause analysis, testing and production rework. ATC serves the global automotive and commercial vehicle industries from its facilities in the United States, Germany, United Kingdom, Brazil and China, and it supports automotive OEMs for both in-warranty and out-of-warranty products, IAM distributors and individual consumers.

The Davis Polk investment management team included partner Leor Landa, counsel Michael W. Brasher and associates Harrison Perry, Caroline R. Zhang, Jonathan P. Jackson, Jonathan Ricottilli and Ivey Eugene. Partner Ethan R. Goldman and associates Alanna Phillips and Jenna Battaglia provided tax advice. Members of the Davis Polk team are based in the New York and Northern California offices.

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