New Investment to Advance Vialto's Strategic Growth Initiatives and Enable Further Innovation in Technology and Teams Delivering Mobility,Tax,and Immigration Solutions to Clients

Transaction Completely and Definitively Transforms Vialto's Capital Structure,Reducing Outstanding Debt by Approximately $700 Million

NEW YORK,Nov. 11,2024 -- Vialto Partners ("Vialto" or the "Company"),a premier provider of global mobility,tax,and immigration solutions to the world's leading companies,announced today a step that will further strengthen the Company's abilityto serve clients with its suite of global mobility solutions.

A group consisting of Vialto's existing financial sponsor,Clayton,Dubilier & Rice ("CD&R") and certain of its existing lenders,including HPS Investment Partners ("HPS"),have agreed to a recapitalization transaction that will deliver a $225 million equity capital investment in Vialto and an approximately $700 million reduction in the Company's outstanding debt,creating a sustainable capital structure for Vialto going forward. This transaction will enable further investment into Vialto's global platform,technology,and teams.

"I am delighted by the continued support and increased investment from CD&R and HPS,two of the world's leading private investors. This agreement marks an important milestone for Vialto that definitively transforms our capital structure so that we can accelerate our investment in the integrated compliance and advisory solutions and technologies that help our clients navigate changing global dynamics,as well as seize new opportunities for growth," said Neil Masterson,CEO of Vialto.

Masterson continued,"When combined with the significant progress our team has made to optimize Vialto's operations,this new investment will enable us to double-down on what our clients care about most – seamless service,led by the best technical experts in the global mobility profession,and underpinned by cutting-edge technology and a global network that serves 180 countries."

"I would like to thank all of my colleagues for their continued efforts,our investors for their vote of confidence in Vialto,and our clients for their continued trust and partnership. Vialto looks forward to continue serving our clients wherever they need us,and strengthening our position as the largest pure-play global mobility and immigration partner."

Transaction Details

In connection with the $225 million equity investment,Vialto has entered into an agreement with its key financial stakeholders to support a recapitalization transaction that will significantly deleverage and strengthen the Company's balance sheet ("Transaction"). The Transaction is expected to reduce Vialto's outstanding debt by approximately $700 million and provide meaningful liquidity.

As part of the Transaction,the Company has also reached an agreement with certain of its lenders on amendments to the underlying debt obligations that will provide the Company with additional flexibility to continue to grow its business and provide its clients with best-in-class service.

Following completion of the Transaction,CD&R will remain the majority shareholder of Vialto and HPS will become a minority equity owner.

Vialto expects the Transaction to close in the first quarter of 2025,subject to execution of definitive documentation,obtaining requisite regulatory approvals,and the satisfaction of other customary closing conditions. Vialto expects to have its capital structure reviewed and rerated by ratings agencies after the Transaction closes.

Weil,Gotshal & Manges LLP is providing legal advice to Vialto. Evercore Group L.L.C. is serving as financial advisor and AlixPartners LLP is acting as operational advisor to Vialto. Debevoise & Plimpton LLP and Kirkland & Ellis LLP are providing legal advice to CD&R. Moelis & Company is serving as financial advisor to CD&R. Paul,Weiss,Rifkind,Wharton & Garrison LLP is providing legal advice to HPS. Houlihan Lokey is serving as financial advisor to HPS. Davis Polk & Wardwell LLP and Ashurst LLP are providing legal advice to the First Lien Ad Hoc Group,Guggenheim Partners,LLC is serving as financial advisor.

About Vialto Partners

Vialto Partners works with the world's leading companies to provide the global mobility,and immigration solutions that enable cross-border operations. As a trusted advisor of compliance,consulting,and technology services to multinational corporations,the firm solves complex,cross-border workforce mobility challenges to ensure its clients and their employees experience a consistent and compliant global mobility experience throughVialto's cutting-edge technology and deep domain expertise. To learn more,visitwww.vialtopartners.com.

Media Contacts:

Vialto Partners

Kal Goldberg / Kerry Golds

Vialtopartners@fgsglobal.com