Interest rates hikes and equity market weakness were features of 2018. There was evidence, nonetheless, as last year went on of increasing willingness to do deals and to invest.
The NJJ acquisition of eir, was one of the largest private equity sales in Europe last year and a transaction involving an important piece of Ireland's communications infrastructure.
Obtaining various regulatory approvals was crucial, as eir is a regulated entity. The consent of eir’s bondholders was key to the change of control, which was obtained in extremely short order. There was an extensive root and branch disclosure process in respect of a large and very complex business. Government relations were a key element throughout, due to eir’s role as the incumbent regulated telco in Ireland and because the transaction took place against the back-drop of the Irish government running a process to introduce subsidised broadband access to rural Ireland.
William Fry assisted colleagues in Bredin Prat on very specific aspects of this transaction. Timing and ability to get to announcement of an agreed deal was key, as there had been much comment around the process.
It also marked the transition of eir from private equity ownership to ownership by a telco group for the first time, said Stephen Ranalow, Partner, Arthur Cox. The firm advised the company on its obligations pursuant to the existing shareholders’ agreement, including advising eir on a complex ‘drag along’ mechanism which needed to be executed, in order for the purchaser to acquire the entire issued share capital of eir’s holding company.
A&L Goodbody represented NJJ alongside Paul Hastings LLP in the successful completion of this transaction. “The acquisition was a transformational deal for eir and entailed complex and novel elements in many respects – including incorporating a bespoke matrix of regulatory, corporate and structural solutions,” said Charlie Carroll, Corporate partner, A&L Goodbody.
Last year, Total Produce agreed to acquire Dole in a major deal for the industry to create the largest fresh produce group in the world. In February 2018 Total Produce announced that it had agreed to acquire 45 per cent of Dole Food Company from existing shareholder, David Murdock. The consideration for the deal was $300 million implying a Dole enterprise value of approximately $2 billion. The transaction was fully underwritten by a Rabobank $300 million bridge facility that was reduced following a $180 million share placing. On completion of the transaction in July 2018, following regulatory clearance, the remainder of the bridge facility was subsequently fully refinanced and repaid by a series of bilateral banking facilities from Total Produce’s existing debt providers. As one of the Group’s core banking providers, Rabobank also participated in this refinancing by providing a new bilateral RCF.
Total Produce acquired the significant shareholding in Dole and Rabobank helped the firm meet a very tight deadline to secure completion. Commenting on the transaction, Frank Davis, Finance Director of Total Produce said “The acquisition of a 45 per cent stake in Dole is transformational for Total Produce.”
Kevin Brady, Director, Global Corporate Clients in Rabobank said: “Total Produce has two call options over the remaining shares of Dole. The first is exercisable immediately and allows them to acquire a majority shareholding. The second is exercisable after two years from the initial completion date and permits Total Produce to acquire the remaining shares in Dole. The price for the remainder is based on a multiple of EBITDA adjusted for debt. The final cost to Total Produce of acquiring the remaining 55 per cent will be in the range of $262 million to $462 million.”
McCann Fitzgerald provided Rabobank with legal advice on the financing of this transaction, while Arthur Cox acted for Total Produce.
In addition to underwriting the transaction, Rabobank also played a role in the share placing, along with Goldman Sachs and Davy. Goldman Sachs also provided M&A advice to Total Produce.
ORIX – based in Dublin, Hong Kong and Tokyo – acquired a 30 per cent Stake in Avolon and the deal involved numerous jurisdictions (Japan, China and Ireland). It resulted in Avolon's credit ratings being upgraded by S&P and Moody’s. The deal was fast moving but it was slowed slightly by regulatory approvals, said Maples’ Donna Ager.
All of the Maples Group team’s comprehensive knowledge of Avolon was called upon in order to facilitate the deal. The deal involved Orix obtaining an understanding of Avolon's entire business and thus due diligence was conducted on all material contracts. This required disclosing confidential information in a limited pre-approved manner and for the Maples Group to oversee the disclosure and management of the information to ensure it was viewed and used in accordance with agreed and approved procedures.
The timing of the Equity Capital Markets Deal of the Year, Applegreen PLC Reverse takeover, was important. Shortly after closing, equity markets struggled during October and that forced the cancellation of a number of primary equity issues including IPOs and placings. The equity raise was scaled up during the course of the share suspension – in response to strong investor engagement and interest. This facilitated a final deal that was achieved without any discount to the share price prior to suspension. Goodbody played a key role in advising on the structure of the deal and the associated equity funding – which drew on investors across Europe. A standby underwriting agreement with Goodbody Stockbrokers and Shore Capital, the joint brokers, guaranteed the placing to the value of €140 million.
An original element was a separate conditional agreement, negotiated by Applegreen with the minority shareholder of Welcome Break, AIP, such that immediately on acquisition of the 55.02 per cent interest in Welcome Break, 8.6 per cent of Applegreen’s newly acquired shareholding was sold to AIP. Applegreen then transferred its UK motorway service area, trunk road service area and development pipeline assets to Welcome Break, in return for further equity, resulting in Applegreen holding 50.01 per cent of the shares in Welcome Break. Completion of the acquisition was transformational for Applegreen.
C&C Group plc’s Securitisation Transaction was recognised with an award for innovation. The deal was unique due to a combination of factors which made it very challenging for all involved. C&C had commenced a process to re-finance its core debt and was in the midst of the company’s first financial quarter, which incorporated its year-end audit process and investor relations calendar of events.
The Matthew Clark and Bibendum acquisitions happened very quickly over the Easter weekend, following the collapse into administration of the parent company. “C&C is a key client of Rabobank and we are delighted to have successfully closed a committed receivables purchase facility to support their acquisition of Matthew Clarke in the UK. The transaction is tailor made for C&C and designed to operate with minimal disruption to the company’s existing operational processes,” said Aidan Marren, Executive Director, Asset Based Finance, Rabobank Dublin. The Rabobank securitisation platform provided the financing of working capital to stabilise trading and customer service levels, as well as meeting the past over-dues to suppliers and the HMRC. “Special thanks go to the combined C&C and Matthew Clarke project team who really worked hard to close the facility under tight timelines to ensure it would be available for drawdown in tandem with the refinancing of C&C general debt facilities,” said Marren.
The challenging aspect of the transaction was essentially juggling all the balls in the air at the one time – integration of a large scale business, re-financing of existing C&C core debt facilities (which was underway before the acquisition) and executing the securitisation programme to include the acquired entities. “There was no cash or funding immediately available, and credit insurance to suppliers had been largely withdrawn. Rabobank had to move quickly under difficult circumstances to provide the working capital finance to enable the acquired business to restore stock availability and service levels,” said, Jonathan Solesbury, Chief Financial Officer, C&C Group plc.
InfraVia Capital Partners’ acquisition of the Mater Private Group won in the Loans & Financing Private Equity category. AIB backed the deal as Facility Agent and Security Trustee. The acquisition was completed and the transaction syndicated in early August following Competition Authority approval. InfraVia, a French-based infrastructure fund, thus acquired the Mater Private Group, with the sale funded through a combination of debt and equity. The transaction represented an excellent opportunity to demonstrate continued support for a long-term AIB Corporate Banking customer as well as InfraVia's entry into the Irish healthcare sector with the provision of additional bilateral facilities to further support the hospital's growth. The debt facilities were underwritten by Barclays and syndicated to a number of banks, with AIB Corporate Banking playing a leading role as the largest participant in the lending syndicate appointed as Facility Agent and Security Trustee.
The hospital group has a robust cash flow profile. An appropriately structured transaction with a suitable debt/equity mix was envisaged.
DunPort raised a new fund, through an SPV called Elm Corporate Credit DAC, to provide capital for new direct lending into the SME sector in Ireland. The transaction won in the Financial Services Credit Securitisation category. The Elm Corporate Credit fund was closed in April 2018 with €283 million of commitments from a group of institutional and high net worth individual investors, including the Ireland Strategic Investment Fund. “This transaction was structured and executed without the services of an arranging bank or lead manager. We therefore also played a significant role in assisting the client to bring negotiations with a wide range of stakeholders, including the investors, to a successful conclusion and we provided the necessary support to the client to enable a complex transaction to be executed smoothly and on schedule,” said McCann Fitzgerald Partner, Fergus Gillen. Securities issued to the investors are listed on the Irish Stock Exchange’s Global Exchange Market.
The Funding and Acquisition of Netwatch won in the Private Equity category. This transaction was both novel and complex in that it involved a partial equity rollover by the selling shareholders into a shareholding in the purchasing entity, which also completed three other simultaneous acquisitions (two in the US and one in the UK), to form a much-enlarged Netwatch Global group, William Fry said. The transactions were funded by UK-based private equity investor The Riverside Group. David Walsh, the CEO of Netwatch, was also appointed CEO of the newly formed Netwatch Global group on the completion of these transactions. Bank of Ireland Corporate Banking have been a major supporters of Netwatch since its foundation 15 years ago. “They showed huge faith in our company from its earliest days and provided important financial support and strategic advice to us as we pursued our expansion strategy in Ireland and overseas,” said Walsh.
Given the number of moving parts across four separate companies – which ultimately did not have any material effect on the timing – it was important that Bank of Ireland executed the deal promptly.
Matheson advised on an equity investment as part of the overall acquisition in which the management teams of all four target companies rolled their existing investment into the acquiring entity.
BoI’s role was key in the refinancing of Musgrave’s syndicate RCF facilities. The deal won in the Loans & Financing category. New credit facilities of €250 million at current market pricing were provided by a syndicate of lenders. As co-ordinating Bank and Facility Agent Bank of Ireland took a participation of €50 million and acted as Agent and Security Trustee to the lender syndicate of six banks. The transaction also incorporates a €50 million accordion option and two one year extension options providing greater flexibility to Musgrave in support of its future growth and capital investment plans. “The refinancing of the syndicated bank facilities are part of Musgrave’s lending and liquidity resources as it invests in existing and new initiatives,” said Maurice Healy, Director Bank of Ireland Corporate Banking. The successful execution of this transaction provides Musgrave long-term debt funding at an improved maturity profile which will support growth through capital investment, product development and bolt-on acquisitions.
The Bank of Ireland Multi Year Index Linked Securities Programme won a Deal of the Year Award in the Financial Services Structured Finance category.
The Index Linked Securities platform affords Bank of Ireland substantial issuance flexibility and investor choice including equities, indices or basket of indices, and foreign currency prices.
Bank of Ireland Investment Markets’ issued €190 million in 10 tranches from its new Index Linked Securities programme. The securities were sold to customers of its Private Banking business. The year also marked the first sale of securities through the programme by clients who generated average market linked returns of 13.93 per cent through the year. These returns were delivered through market hedges implemented by Bank of Ireland’s Global Markets unit. The funding achieved by Bank of Ireland on the back of the index linked securities issuance is the only non-deposit based “Opco” debt issued by Bank of Ireland.
It is the first structured product issuance platform in Ireland to offer securities trading and custody as an integral part of the client proposition. Structured notes have increased in popularity in Ireland in recent years with auto-callable notes, in particular, proving attractive to investors. These products effectively monetise implied volatility for investors in the form of attractive market linked returns together with some levels of principal protection. The uniqueness of the Bank of Ireland proposition is that Bank of Ireland arranges all securities purchase, safe-keeping and ultimate sale on behalf of investors. This is in addition to Bank of Ireland’s roles in product design, distribution and OTC hedging. The integrated nature of the programme removes the need for separate stock broking accounts at the investor end which removes friction in the value chain. The programme has been structured on an open architecture basis, allowing Bank of Ireland full flexibility in its choice of hedging counterparties, and delivers stable term funding for the Group. The funding achieved on the back of the index linked securities programme is the only non-deposit based Opco debt issued by the Group. The innovative approach to note issuance, which combines the full range of index derivative optionality, has delivered stable term funding for Bank of Ireland, in addition to strong investor outcomes for the Bank’s private client base.
The winner of the Loans & Financing Funded Acquisition award was Uniphar’s acquisition of Sisk Healthcare.
Uniphar’s turnaround over the last eight years has been exceptional and was extended through a strategic transformation involving the acquisition of Sisk Healthcare, a medical device distribution group controlled by the Sisk family. The deal reflects Uniphar's ambition to become a pan-European diversified healthcare services provider focused on the provision of specialist and outsourced services to companies in the pharmaceutical and medical devices industries. The financing structure saw the expansion of Uniphar’s bank group to include AIB and Ulster Bank.
Commenting on the transaction, Maurice Healy, Director at Bank of Ireland Corporate Banking said: “we have worked with Uniphar since 2011 and we are pleased to support this significant milestone in Uniphar’s history. Working with Capnua Corporate Finance, Bank of Ireland has brought together a new bank funding structure which creates a strong platform for growth for Uniphar in Ireland, the UK and in new European markets.
Total banking facilities for the deal across the combined Sisk/Uniphar group (acquisition and working capital facilities) was €220 million and the group is now exploring further opportunities.
The Debut MREL Issue for AIB won in the Financial Services Senior Debt, Banking section. The transaction was significant because it was one of the first issuances of its kind by the holding company of an Irish bank. The transaction priced with a coupon of 1.5 per cent, with an all in yield of 1.537 per cent and a re-offer price of 99.823.
Banks are now required to issue a new category of senior debt that can be ‘bailed in’ by resolution authorities to absorb losses and support bank recapitalisation. This debt is commonly referred to as ‘non-preferred’ or MREL eligible (Minimum Requirement for Eligible Liabilities).
“It constituted a very significant part of AIB Group's minimum requirement for own funds and eligible liabilities (MREL) for regulatory capital purposes,” said Adrian Burke, Finance partner, A&L Goodbody.
On the day of the transaction, AIB was able to recover much of the initial concession on the back of a book that was over-subscribed 4.2 times (at the time typical over-subscription levels were 1.2 – 1.7).
Today, AIB Group plc has an Investment Grade (IG) rating with each of Fitch, Moody’s and S&P. In March 2018 however, it had just one IG rating (two sub-IG). AIB used the investor roadshow to engage directly with investors and deliver its business and financial success story. This was key to the success of the transaction. Almost all the largest investors in the bond were met as part of the roadshow (representing 52 per cent of the final book).
Mark Whelan, AIB Head of Term Funding said: “We were delighted with the investor demand for our inaugural MREL transaction. The extent of the demand really endorsed the fantastic progress that AIB has made in recent years.”
The final order book was in excess of €2.2 billion, including 197 investors from 24 different countries and containing a mix of existing and new investors in AIB. The market response to the transaction was entirely positive.
The merger of Aquilant and Healthcare21 was victorious in the M&A Merger Mid Market category. It was an extremely complex transaction. Evershed Sutherland initially advised H2 Equity Partners on their conditional acquisition of Aquilant from UDG Healthcare for a potential consideration of up to €23 million. Aquilant is a distributor of specialist medical pharmaceutical and scientific products and services and the transaction also required the use of legal teams in the firm’s foreign offices, given that Aquilant services clients in Ireland, the UK and the Netherlands.
At the same time there was a prospective investment to be made by the client, H2 Equity Partners, and the owners of the existing Healthcare21 business based in Cork whereby they would merge, subject to the approval of the CCPC, the Aquilant business, when acquired, into the Healthcare21 business – thereby allowing the evident synergies between Aquilant and the existing Healthcare21 business to be combined within a group structure. The combination completed, following regulatory approval, in late September 2018.
The combined group has a turnover of circa €150 million and employs 450 people across Ireland, the UK, Germany and Austria.
Throughout the transaction process, which started in February 2018, XMS Capital Partners, led in Europe by Conor Barry, advised H2 Equity on the acquisition of Aquilant and the concurrent investment into Healthcare21.
A highly innovative transaction won in the Equity Capital Markets IPO section. The ‘IPO-window’ for REITs was effectively closed since mid-2017 and many REIT IPOs had been shown to investors but failed to complete for a variety of reasons. The Yew Grove REIT plc dual listing was one of the first listings of an Irish REIT on a junior market. Investors had an opportunity to participate in a segment of Irish real estate that had yet to play “catch-up”. An innovative structure to facilitate the IPO, was devised and implemented.
The IPO made Yew Grove REIT plc one of the first new shares to trade on the Irish stock exchange since it became Euronext Dublin, after listing on the Enterprise Securities Market (ESM). Yew Grove REIT raised €75 million.
“In advising the issuer we devised and implemented a unique and highly innovative fund roll-up structure to facilitate what was the biggest domestic IPO of 2018. This complex transaction led to Yew Grove being the first Irish REIT to take the route of listing on a junior market, with the aim of moving up to a regulated market in the future,” said Matthew Cole, Equity Capital Markets partner, A&L Goodbody.
Investec’s Dublin and London offices advised on one of the first direct property IPOs of 2018. Eversheds Sutherland acted for Investec Bank plc in its roles as ESM Advisor, Bookrunner and Financial Adviser in respect of the IPO. A fundamental part of the transaction was the acquisition by Yew Grove of a seed portfolio through the acquisition of the issued share capital of Yew Grove Investment Fund plc.
Investec has reported that investors reacted positively to a number of aspects. For example, the internal experienced management team had significant “skin in the game.” “Investor preference was for larger deal sizes, but given the niche that Yew was targeting, we decided the optimal size was €75 million – €100 million. We could make this smaller deal size work by managing deal costs very tightly and focussing on long-term investors, which we found good support for in Dublin, London, and the Netherlands. There was no other REIT IPO on Euronext Dublin or the LSE during 2018,” said Tommy Conway, Director of Investec Corporate Finance.
A tight timeline and process was required to get the acquisition of Aviation Corporate Services by DMS Governance over the line in double quick time. Due diligence exercises can expand and this was avoided in this transaction. The deal was recognised in the Financial Services category.
Patrick Flynn who knew of DMS Governance’s growth and ambitions discussed the potential for a transaction with Derek Delaney, the COO who was quite happy for DMS to look at an innovative acquisition to give value to the owners of AvCS and broaden the DMS service offering. The appeal to DMS was to build their structured finance offering globally and additionally they saw the potential to create a European regulated aviation fund product by combining the experiences of AvCS and DMS.
Discussions were positive from the start and the momentum was kept going to heads of agreement and then binding legals within a short time frame. Since the deal completed, DMS has announced a 50 job expansion and is presently investing in office space for at least 80 employees in Cashel, Co Tipperary, the existing home of AvCS. The firm has expanded product range and global reach.
Citizen Irish Auto Receivables Trust was recognised in the Debt Capital Markets category. The deal involved revolving cash securitisation of car loans. The transaction represented the second public securitisation by First Citizen Finance DAC.
This was an innovative €138 million 12 month revolving cash securitisation of a portfolio of more than 9,000 auto finance receivables (hire purchase contracts and leases), said Walkers, which advised the Trustee. The transaction was fully documented under Irish law. The structure included a unique replenishment feature which gave the issuer flexibility to replenish the portfolio of auto loans during a 12 month revolving period. Each day during this period the issuer will be able to purchase additional leases in line with certain eligibility and concentration criteria.
First Citizen Finance DAC has stated that: “the replenishment feature, the first of its kind in an Irish securitisation, means we can tap into additional funds through next year without having to organise a full new securitisation”. S&P described the replenishment feature as “unique in the context of revolving deals”.
The securities were listed on the Main Securities Market of Euronext Dublin. The Class A Notes were rated AAA / Aaa by S&P and Moody’s respectively.
Centric Healthcare won an award in the Mid-market Funding category for finance raised for acquisition and expansion. The transaction was structured to provide a robust and flexible credit line to Centric Health which will future-proof its funding requirements and allow for Centric Health’s continued expansion in the very dynamic healthcare sector. Centric Health, a long time client of Dillon Eustace, is a leading provider of primary care services in Ireland which owns GP practices across the country. This transaction involved the provision of €50 million in long-term secured funding to Centric Health, which refinanced funding previously provided by Rothschild. Dillon Eustace worked alongside Mayer Brown in providing Irish legal advice to Centric. The new finance, arranged by Ulster Bank and Bain Capital, provide Centric Health with support for the funding of future acquisitions and the development of new services to roll out across its network of primary care centres. This was FAPI’s first Irish deal “and a key development in a sector that we expect to be very active for the foreseeable future,” said McCann Fitzgerald partner Ben Gaffikin.