| Deals of the Year 2022: Awards recognise 42 inspirational case studies in a year of significant progress |
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A perusal of the 42 deal award citations in this year’s Deals of the Year Awards Report contents page in this issue provides an impression of the depth and growing diversity of corporate finance and capital markets expertise in the jurisdiction of Ireland. It also provides a perspective of the truly international and global nature of the industry, with seamless connections being made across the world, particularly linking European, and US and UK capital markets and exchanges, at a time of growing ‘strategic autonomy’, and revisions of geopolitical corporate and business models.
They underpin the vision of the ‘Ireland for law’ project, with numerous deals awarded this year illustrating the value of the Irish law system and its Courts in adding to the global legal options for corporate solutions, and resolutions, the Irish Examinership legislation being just one example.
The awards also recognise the contribution dealmaking is providing for economic solutions in the domestic economy, such as in numerous areas in housing, healthcare, and innovating business solutions in the SME sector. As ever the awards also recognise the continuing development of the expertise of the financial and legal and professional services industry. |
The Finance Dublin Deals of the Year awards, since they were initiated in the 1990s have charted a remarkable evolution of corporate finance capabilities in a jurisdiction that has been to the fore in developing itself as an outward looking centre, offering solutions to a global market. | | Wall Street, hub of the USA's capital markets |
These features are evident in this year’s awards again, which look back on a year of transition, from the Covid pandemic, to ambitious new challenges in a very strong market, that is reflected in the growth in nominations, and the awards themselves.
It is a distinctive mark of the awards that they show a deepening of expertise, both in corporate and institutional finance deal execution skills and expertise.
Innovation has always been a hallmark of the awards also, and the 42 Deal profiles in the pages that follow demonstrate this individually as well. The awards also recognise the contribution dealmaking is providing for economic solutions in the domestic economy, in areas such as housing, healthcare, and innovating business solutions in SMEs and mid and large size corporates.
As ever they chronicle the continuing development of the expertise of the financial and legal and professional services industry.
The ups and downs of the corporate finance market year by year certainly affects the ebb and flow of dealmaking business and the prosperity of the collective sector.
That is well known, and wise business planners in the advisory and dealmaking industry will have learned to plan according to a medium and long term cycle.
The past year, and the first three months of 2022, have seen strong conditions in corporate finance in Ireland, but, now, as always concerns will exist about the future - inflation, rising interest rates, and the likely evolution of the headline stock markets now have loomed larger on the horizon.
From the perspective of the medium term corporate finance, and indeed corporate planner, the focus must continue to include the long term, and the medium term. | | Frankfurt: financial capital of the EU's biggest economy |
It is thus gratifying that the pictures shown in the 42 stories that are presented reveal a steady evolution of corporate finance and legal expertise in the in the jurisdiction.
Ireland for finance
One of the key contributions that have been made to the evolution of the industry has been the Ireland for Finance idea, an initiative that has been taken up with enthusiasm by the Government and legal profession, as well as by IDA Ireland.
This year’s awards illustrate the contribution that the Irish Courts, and legal system can make to global and individual national capital markets and corporate finance, and dispute resolution, consistent with this.
The potential for Irish Courts to contribute to international legal redress, as part of the only full Common law jurisdiction in the European Union, has been highlighted in recent years notably by the initial support provided by former Chief Justice Frank Clark. This gave powerful impetus to the “Ireland for law” agenda, which is finding concrete expression in deals such as the Norwegian Air Shuttle Examinership, one of this year’s deal Awards, and others to be seen in this report.
The Norwegian Air Shuttle restructuring, profiled on page 34. showed how the Irish Courts can contribute unique solutions in complex cross-border restructurings for example.
As a consequence of the Irish examinership process, the resulting ‘New Norwegian’ was able to undertake a comprehensive restructuring of its operations. While it discontinued its long haul flight operations, it retained its airlines in Norway and Ireland and their associated licences and pivoted to a short-haul network primarily operating in Norway and the Nordics or from there to Continental Europe. | | The Bank of Ireland team behind the Park Developments Group financing included [L-R] Michael Murray, Senior Director; Brian Gaffney, Director); Alma Sheehan, Senior Manager; Mark Kane, Senior Manager. |
The Court permitted Norwegian Air Shuttle ASA (a Norwegian company) to avail of the examinership protection as a related company, the first material non-Irish company to do so, and the Court also acceded to the companies' request to repudiate a wide range of contracts that included operational contracts, lease agreements and, for the first time, guarantees.
It cut its fleet by two thirds, to 51 aircraft, (Boeing 787-800 narrowbody jets), and it secured more favourable leasing arrangements on its retained fleet, including ‘power by the hour’ agreements which ran until March 2022. As part of the agreed recovery programme, it also terminated its aircraft purchase orders, representing CAPEX commitments of approximately NOK 85 billion in aggregated value.
Another example of the creative employment of unique Irish legislation was the listing of ADS-TEC on the NASDAQ through a de-SPAC transaction, which was facilitated by Ireland’s well-developed legal system, and advanced regulatory regimes
Irish de-Spacs
The de-Spac transaction of ADS-TEC was structured because the original jurisdiction of incorporation of the SPAC, the Cayman Islands, was preventing a tax-efficient merger of the SPAC with the German domiciled target as shareholders, which would be subject to withholding tax on dividends or other distribution paid by the parent ADSE. Legal advisers on the deal said this is a common sticking point for SPACs involving non US targets as many SPACs seeking non US targets have been incorporated in offshore jurisdictions.
This transaction demonstrated the suitability of Ireland’s legal system and regulatory regimes for SPAC transactions and for companies looking to list on NASDAQ/NYSE.
“The transaction demonstrated that Ireland is an ideal ‘holdco’ jurisdiction for companies that want to list on NASDAQ/NYSE given its well-developed legal system, its advanced regulatory regimes and its favourable and stable tax offering,” said Deirdre Geraghty and Keavy Ryan, Corporate and M&A partners, A&L Goodbody LLP.
Developing Ireland as an international financial centre
The signing into law of the new Irish Investment Limited partnerships legislation was followed quickly last year by authorisation of the first ‘ILP 2.0’, under the updated Investment Limited Partnership legislation. The law was the culmination of years of work between industry, Government and regulator, to plug a gap in Ireland’s global investment funds’ offering. | | The Walkers team that worked on the Norwegian Air Shuttle deal included [L-R]: Matt Hedigan, partner; William Greensmyth, partner and Killian McSharry, partner. |
The first fruit of the new vehicle came into being when Bain ILP opened a new chapter for Irish private equity funds with the launch of Bain Capital Special Situations Europe II ILP. It received authorisation on March 1st 2021. The amended Investment Limited Partnerships Act was passed in December 2020 and came into force in February 2021.
David Cullen, Managing Director and Head of Bain Capital Credit's Irish office, told Finance Dublin: ‘We have invested significantly in the Irish market over recent years, including the establishment of a large range of corporate ICAV funds. However, the ILP is better suited to our clients' needs as they are more familiar and comfortable with investing through partnership structures. The ILP is a welcome addition to the Irish funds industry, which should attract new business and generate additional jobs to support the indigenous economy as a consequence.’
The project was uniquely complex because, aside from breaking new ground in being the first ILP 2.0, much of the drafting and structuring had to occur before the Central Bank had finalised the changes to its regulatory regime to accommodate the revised ILP structure. That in turn necessitated significant prior engagement and consultation with the Central Bank.
The project was also strategically significant for Ireland, as the long-awaited reforms to the ILP have been designed to boost the Irish funds industry by attracting new business in rapidly growing asset classes such as private equity, private credit, infrastructure and long-term sustainable finance (where limited partnerships are the default/ market-standard investment vehicles). The authorisation of the Bain Capital vehicle was also positive for Ireland’s funds industry and for the ILP product, given Bain Capital’s scale and global reputation across private equity, venture capital and credit markets.
Aviation finance looks up
Aviation finance provided the winner of the M&A Deal of the Year - Aercap’s acquisition of GECAS, to create the world’s largest aircraft lessor.
A badge of honour as the leading global hub for aviation finance is one that the international financial services sector has worn with pride for many years. Indeed, with the formation of Tony Ryan’s GPA in the 1970s, aviation finance has built on the country’s long aviation industry history, even before the conscious existence of an Irish IFS industry began in the 1980s.  | | The Dillon Eustace winning deal advisers include: Conor Keaveny, Partner; Shona Hughes, Associate; Jamie Ensor, partner; Anna Keohane, Associate; John Hugh Colleran, Partner and Mark Thorne, Partner. |
That being the case, the battering the industry has taken with the impact of Covid 19 on air travel, the Irish sector this year gained world wide recognition as one of the first victims of collateral damage as a result of the Russian invasion of Ukraine, with the seizure of some €6 billion worth of aircraft assets, most of them the property of Irish registered aircraft owners.
The biggest of these is Aercap, which also was hammered, along with the rest of the aviation and aircraft leasing sectors by the Covid-19 crisis, the biggest financial crisis that ever faced the aircraft leasing industry.
Yet, despite these double blows delivered in quick succession, the Irish aircraft leasing industry is surviving the blows, none least Aercap, which, like a number of its peers has been able to record and report recovery in the first quarter of 2022.
One reason for this is that the aircraft leasing sector has been able to achieve scale, and for aircraft leasing, that means global scale.
The sale of GECAS, along with Aercap one of the two biggest giants of the global aircraft leasing industry, had been signalled by GE for a number of years, but when it became available for acquisition, in the early stages of the pandemic, it truly presented itself to the ultimate acquirer, Aercap as ‘a once in a lifetime opportunity’, as it truly was.
The subsequent events have borne this out, despite the challenges and the natural risks that come from any M&A decision.
As we are now seeing that deal has resulted in global scale, which has been well illustrated by Aercap’s ability to ride the consequences of both the pandemic itself, and most recently, the Russian invasion of Ukraine, and the seizure of its assets.
Encouraging public equity markets in Ireland
Private equity has been a dominant force in capital markets across the world increasingly in the past decade, with public markets in relative decline. This is a long term trend that cannot be allowed to happen indefinitely, just as ever lower interest rates were a trend that had to end eventually.  | | The Maples winning deals advisers included [L-R] Clare McIntyre, Senior Listing Executive; Colm Rafferty, partner; Emma Conaty, Head of Global Registration Services; Colm O'Donoghue, Associate; Niamh O'Shea, Partner; Deirdre McIlvenna, Partner. |
Thus, public market activity is always something that is seen to be encouraged in the Finance Dublin Deals of the Year Awards, and this year we have examples, but they are not just on Euronext, Ireland’s local exchange, and the proud inheritor of the mantle of one of Europe’s oldest established stock exchanges, the Dublin Stock Exchange, established in 1793.
Nowadays, Ireland’s outward facing financial services community sees exchanges around the world as its playing field, and hence the deal awards that recognise this, such as the Equity Capital Markets IPO International Deal of the Year of GH Research plc.
The June 2021 IPO on NASDAQ, which valued the company at c.€900 million, followed a private equity round in April 2021 to give the Irish biopharmaceutical company the financing to advance its lead product, ‘GH001’, into clinical development.
GH Research is a clinical-stage biopharmaceutical company, founded in 2018, developing novel therapies for the management of psychiatric and neurological disorders.
The development of public markets has been a continuing concern for policymakers, in Europe, as well as in the US.
The relative dearth of IPOs in Ireland is referred to, for example, by Arthur Cox LLP partner Cian McCourt in commenting on the GH Research IPO said “GH Research is one of the few recent IPOs of an Irish company. As counsel to the underwriters, it meant working Irish law requirements and protections into a US IPO and underwriting in order to make it look and feel like a US company to the greatest extent possible”, an example of that outward facing attitude that characterises Irish corporate legal professionalism.
In the light of those comments it might seem anomalous that one of the winning deals therefore is Applegreen’s €492m Senior Credit facilities, the winner of the Corporate Loan Financing Deal of the Year, given that Applegreen has just been seen as a major take private from Euronext Dublin.
While Applegreen’s take private and de-listing from Euronext may be regretted as a contraction of the public equity market in Ireland, it serves nevertheless to demonstrate that public markets, much as we may support their wider development, alongside other financing institutions, can, and should facilitate chapters in the life of companies, and their history.  | | AIB Corporate Banking: [L-R] team members that worked on the award winning Dixon Transport deal included Eoin Halpin; Enda Kinsella and Martin Kelly. |
Applegreen’s public history on the Irish Stock Exchange is an example of such a chapter, Now, having gone private it’s €492m Senior Credit facilities, the winner of the Corporate Loan Financing Deal of the Year, has been a critically important support for the latest phase in Applegreen’s history – supporting its development in the United States.
Active capital markets
The vision of European Capital Markets Union is an economic aim that accompanies the EU project, that mirrors other economic unions that have historically been part of the European political project since after the Second World War. Those other ‘unions’ have been the Single European Market, and the euro, both of which have been projects that the great majority of objective economic analysts will agree to have been successful.
The nature of the capital markets project for Europe will need to accompany local markets’ development as well as the development of a large central pool of capital around the euro in ways that the euro, and indeed single market projects did not need.
Thus capital markets union is an aim of the EU that will be built on a community of sovereign states - a view that has been increasingly articulated in recent years. It has been most recently echoed in visions,such as that of French President Macron, and ECB President Christine Lagarde.
Lately, we have seen terms like ‘slowbalisation’, and OSR – ‘Open Strategic Autonomy’ come into play, the latter used by Lagarde in a keynote speech in March to describe the new reality in the financial and monetary markets, the idea referenced by her in the wake of the Russian invasion of Ukraine.
In that light, the development of stronger national capital markets in Europe, to complement the emergence of large euro capital pools is an idea that perhaps complements the closing of two milestone transactions in the history of Ireland’s stockbroking industry in 2021 – involving Ireland’s two largest stockbroking institutions - has to be marked as important. These are the Financial Services Banking Deal of the Year, the AIB acquisition of Goodbody Stockbrokers, and, within months of the closure of that landmark deal, the restructuring of the Davy Group with it major units being sold to Bank of Ireland, the country’s oldest and most venerable banking institution, and the state of the art cutting edge Asset Management and funds industry servicer IQ-EQ. | | Innovation in housing finance is recognised in this years awards including Project Iris, the sale of a portfolio of mortgages in long-term arrears to a consortium of ethical investors. |
Sustainable finance
The green finance agenda has developed increasing momentum, ever since it was first mooted, and the past year has been no exception, as evidenced across the board in these awards, for example the Smurfit Kappa issuance.
Green finance isn’t necessarily about financing for a purpose but it is also about the facilitation of financial instruments and structuring, legal, economic and managerial, to facilitate desired business objectives. The development of incentive and target based innovations in finance deals is an example of the innovation frontiers possible and happening in sustainable finance illustrated for example in an article in the May issue of Finance Dublin, accompanying the 2022 Deals of the Year Awards Report in which Professor Michael Mainelli describes the structuring of the world’s first sustainable performance bond for a sovereign by Chile in March 2022.
Housing finance
Housing is a universal problem across the western world, not just in Ireland, where the supply of housing at a price that people can afford is exacerbated by the relatively high rate of growth in the labour force, as well as immigration, exacerbated most recently by Ireland’s generosity in opening its borders to refugees from the genocidal war in Ukraine.
This year’s awards again recognise cutting edge developments in housing finance, such as ‘Project Iris’ (page 24) - the sale of a portfolio of underperforming loans worth €620 in long-term arrears to an ethical investor, the aim of which is to enable the occupants to stay in their homes.
Other projects, such as that of Initiative Ireland, and a deal that is reported on on Page 4 of the May issue - the Competition Commission call for a €1bn RMBS for Dilosk/ICS and Finance Ireland DAC as a condition for approval of Bank of Ireland’s acquisition of KBC’s mortgage portfolio - are features of how housing finance is working in an Irish context to meet the needs of society.
Key to these awards is an approach that sees a house as actually a home, a human need that is pretty fundamental. |
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