Clayton, Dubilier & Rice Reaches Agreement to Acquire PwC's Global Mobility Tax and Immigration Services Business

Transaction Will Create the Independent Leader in Global Mobility Tax and Immigration Services for Multinational Organizations

LONDON and NEW YORK,Oct. 19,2021 --Clayton,Dubilier & Rice and PwC today announced an agreement under which CD&R funds will acquire PwC's Global Mobility Tax and Immigration Services business. The business is the global leader in employee tax,immigration,business travel,mobility managed services,and payroll solutions to multinational organizations and their employees. Terms of the transaction were not disclosed.

The Global Mobility Tax and Immigration Services business serves more than 3,000 multinational clients worldwide. The business helps organizations manage global talent mobility,while providing personalized,high-quality tax and immigration services to cross-border employees,as they navigate compliance issues associated with global employment. The transaction will create a free-standing,global platform with more than 5,700 professionals hyper-focused on a seamless cross-border experience for clients,while accelerating investment in technology and new services.

Throughout its more than 50-year history,the business has been the leader in global mobility services,supporting its clients' talent mobility programs by helping solve cross-border employment challenges. Recently,the business enhanced its service offerings to reflect the changing needs of clients and their cross-border employees throughout the pandemic.

"We are excited for the opportunity to become a free-standing organization and partner with CD&R to build on our market leadership and drive more value for clients," said Peter Clarke,Global Managing Partner for Global Employee Mobility at PwC,who will be CEO of the new company. "The pandemic proved that global employment issues remain a key challenge for companies,especially as compliance requirements become more complex. Our partnership with CD&R will allow us to accelerate our technology investments to offer what our clients are asking for: an integrated digital experience across the entirety of the talent mobility ecosystem. These technology investments along with our new global operating model will support an even more differentiated service experience for our clients with the same laser focus on the quality and confidentiality of the services we provide to our cross-border employee clients,while providing expanded and rewarding career opportunities for our team."

"CD&R has a longstanding track record of executing global carve-out transactions helping companies transition from corporate ownership to independent models," said Stephen Shapiro,a CD&R partner. "We believe,as a free-standing platform,PwC's Global Mobility Tax and Immigration Services business will be positioned to increase its value proposition to its world-class client base."

"The Global Mobility Tax and Immigration Services business has significant global capabilities to support emerging trends and complexities in talent mobility. The business is well positioned to capitalize on the future growth of global employee mobility,as companies and economies rebound from the pandemic. The return of business travel,emerging mobile work patterns,and the heightened need for compliance in a complex business and regulatory environment will drive significant need for a globally integrated provider with a sophisticated digital platform," said Russ Fradin,CD&R Partner and formerCEO and Chairman at Aon Hewitt,who will become board chairman of the new independent company upon close. "We are excited to partner with a very talented team to unlock their potential as a free-standing enterprise."

"The best interests of our clients,people and partners have been at the forefront of this transaction and I'm confident that,with CD&R's backing,the new business will be well equipped to grow and meet the developing needs of its clients of all sizes and in all segments around the world," said Bob Moritz,Global Chairman of PwC. "This sale will allow PwC to increase its investment in and prioritize buildingcapabilities relevant toour globalstrategy-The New Equation. I'd like to thank the partners and people involved for their great work and wish them well for the future."

The business will be rebranded following the completion of the transaction,which is expected to close in the first half of 2022,subject to customary closing conditions including completion of certain local works council consultations. Deutsche Bank Securities Inc.,JP Morgan,UBS Investment Bank,BMO Capital Markets Corp.,BNP Paribas Securities Corp.,Mizuho Financial Group Inc.,RBC Capital Markets,LLC,and Societe Generale have committed financing to the transaction and are acting as financial advisors to CD&R; Debevoise & Plimpton LLP is providing legal counsel to CD&R. Morgan Stanley & Co. LLC is acting as financial advisor and Davis Polk & Wardwell LLP and Linklaters LLP are providing legal counsel to PwC.

About Clayton,Dubilier & Rice

Clayton,Dubilier & Rice is a private investment firm with a strategy predicated on building stronger,more profitable businesses. Since inception,CD&R has managed the investment of more than $35 billion in more than 100 companies with an aggregate transaction value of more than $150 billion. Over its history,roughly 50% of the transactions led by CD&R have been complex corporate carve outs. The Firm has offices in New York and London. For more information,please visit www.cdr-inc.com.

About PwC

At PwC,our purpose is to build trust in society and solve important problems. We're a network of firms in 156 countries with over 295,000 people who are committed to delivering quality in assurance,advisory and tax services. Find out more and tell us what matters to you by visiting us atwww.pwc.com.

About PwC's Global Mobility Tax and Immigration Services Practice

PwC's Global Mobility Tax and Immigration Services practice is a market leader providing compliance,consulting and technology services for global employers and their mobile employees. As a trusted advisor to multinational corporations,we solve critical and complex workforce mobility challenges to ensure our clients and their employees have a consistent global experience.