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Friday, 24th May 2024
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Deals of the Year 2023: Deal making excellence portrayed across in 42 case studies: the winning Deals of the Year 2023    
The 2023 Finance Dublin Deals of the Year Awards provide a showcase of Ireland’s thriving dealmaking eco-system, with innovation and dealmaking expertise evident across the 42 winning deals, profiled in this Report.

The awards 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 winning deals include major infrastructural and sustainable projects, while the jurisdiction’s status as a global legal centre for corporate law cases has been further enhanced with the addition to the Irish corporate deals canon of a number of landmark transactions and restructurings.
The awards this year recognise a number of nationally significant deals, for instance in domestic banking (more on this below), in both the public and private spheres.

One such winner, in the public sphere, is the National Treasury Management Agency’s issuance of a new 10 year benchmark bond in January 2022. A winner under the Debt Capital Markets category, the issuance, executed by lead managers BNP Paribas, Danske Bank, Citi, JP Morgan and Morgan Stanley, saw the NTMA raise what would eventually amount to half of the State’s long term debt raise for the year at a yield of 0.387%. In addition, the size of the issuance, €3.5 billion, and its timing gave the agency a high degree of flexibility with regards its funding activity for the remainder of 2022 and helps cushion the state finances from the rising debt costs.
[L-R] Mark Foley EirGrid Group Chief Executive, Michael Behan EirGrid Chief Financial Officer



The Celtic Interconnector, a winner under the Loans & Financing heading, will be the first direct electricity interconnector between Ireland and continental Europe, expected to be operational in 2027. At that point it will enable Ireland to benefit from an integrated European electricity market, strengthening the future security and reliability of electricity supply as well as assist the development of renewable energy in Ireland by enabling cross-border exchanges. The development is being funded by an €800m package consisting of a €600m 30 year term financing from the European Investment Bank and Danske Bank and a €200 million RCF from BNP Paribas and Barclays.

Fibre Networks Ireland, a joint venture between eir and private equity firm Infravia, a winner under the Mergers & Acquisitions category, is an innovative deal that has enabled telecommunications provider eir to accelerate the pace of expansion of its fibre-to-the-home broadband network. On completion this network will serve 84 per cent of homes and businesses in the country, an important infrastructural development which will help Ireland become one of the most fibre connected countries in the world. BNP Paribas’ Billie Quinlan, an advisor on the deal said ‘Fiber Networks Ireland is a critical enabler of Ireland’s telecommunications infrastructure development in the years ahead delivering amongst others increased Fibre-to-the-Home.’

Another venture recognised in this years awards is the EquiSisk Community Care Partnership, a project between the Health Service Executive and EquiSisk (itself a joint venture between Equitix and Sisk). The public private partnership deal will see EquiSisk design, build and finance seven high quality residential social care facilities and to maintain them for a 25-year period before being handed back into public ownership. The €250m financing for this PPP, the first to close post-Covid and the first ever community nursing PPP in Ireland, was provided by Bank of Ireland, European Investment Bank and Nord LB.

The complex restructuring of Nordic Aviation Capital DAC and its subsidiaries is also recognised, under the Financial Services: Aviation Finance section. The world’s largest ever aviation bankruptcy reorganisation required the development, negotiation and coordination of a significant number of interlocking transactions across the company’s capital structure and highlights the depth of expertise in the Irish market. When the leasing company finally emerged from its Chapter 11 restructuring process nearly $4.1 billion of an overall restructured debt of $6.3 billion had been eliminated.
The Irish State has made strong progress in 2022 on its plan to return Ireland's major banks to public ownership.



Ireland’s banks
One of the major trends in Irish business has been the rapidly changing domestic banking sector and these changes are evident in a number of this year’s winning deals, and indeed across the full set of this year’s nominations.

A welcome development for the Irish domestic banking sector, and the Irish economy generally, in recent years has been the huge progress the Irish Government has been making in reducing its presence on the share registers of Ireland’s domestic banks. There were a number of milestones in 2022 in this regard, including the State’s sale of the remainder of its stake in Bank of Ireland which completed in September.

While Ireland’s two other major banks, AIB and PTSB, remain in majority ownership this year’s awards include winning deals that represent significant progress in returning both to private ownership.

Looking at the progress on AIB, by far the State’s largest remaining investment in Ireland’s banks, this year’s awards recognise the actions that have seen the State’s ownership reduced from 71.2% to 57% through the execution of two block trades. Winner in the Equity Capital Markets category, the block trades were executed in June and November 2022. The first block trade, arranged by Goodbody and Goldman Sachs, was well-received, despite market volatility, by a large number of institutional investors and was significantly over-subscribed, opening the door for a repeat block trade in November. The market reception for both deals has paved the way for future sales that will allow the State to further monetise its stake while stepping back from the Irish banking sector.

The other major action in reducing public ownership in the domestic banks came about as a result of Ulster Bank’s exit from the Irish market. Permanent TSB’s transformative acquisition of elements of Ulster Bank’s retail, SME and asset finance businesses in Ireland, as well as 25 Ulster Bank branches and about 450 employees – a Winner in the Financial Services category. The €7.6 billion transaction closed in November and included Ulster Bank’s parent NatWest taking a 16.7% stake in PTSB through new shares. This new share issuance reduced the Irish State’s holding in PTSB from 75% to below 63% while adding a significant bank to the PTSB share register. The benefits for PTSB also include a near 50 per cent growth in its loan book and a tripling in the size of its SME-lending business.

Another sizeable transaction related to Ulster Bank’s exit saw AIB acquire Ulster Bank’s Corporate Banking Division, also a winner under the Financial Services heading. The deal, described by McCann FitzGerald’s Aidan Lawlor (who advised AIB) as ‘unparalleled in scale and complexity’ due to the need for clearance from the CCPC and the contractual transfer of a large number of sophisticated large corporate lending products between two regulated banks – including term and revolving loans, invoice discounting facilities, secured and unsecured loans, bond and guarantee facilities, overdrafts and trade receivable financing arrangements.

M&A
The largest ever investment in an Irish fintech company was achieved in 2022 when JP Morgan acquired Cork’s Global Shares in a deal reported to be worth €665m, a winner in the Mergers & Acquisitions category.
SMBC Aviation Capital's acquisition of rival aircraft lessor Goshawk has created the world's second largest aircraft lessor with total assets $37 billion and fleet of 709 aircraft



Global Shares has developed as the global leader in the global employee share plan servicing arena and prior to being acquired by JP Morgan was tipped to become Ireland’s next fintech ‘unicorn’. JP Morgan’s move to acquire the company showed the huge potential for value creation that exists in highly specialised technology-enabled services that can take away corporate ‘pain points’ on a global scale. The head of JP Morgan’s asset and wealth management division, Mary Callahan Erdoes said, “The addition of Global Shares is complementary across our entire J.P. Morgan franchise from new client acquisition for our Global Private Bank and U.S. Wealth Management businesses to providing new, innovative capabilities to private and public companies globally and helping their employees manage their wealth.’ Another aspect of this deal was the wide share ownership in Global Shares by their employees, mirroring the structures made available by its clients to their own employees.

Aircraft leasing
The aircraft leasing sector, once again, provided a major M&A deal, this time between two Irish-based, Asian-owned lessors as SMBC Aviation Capital acquired Goshawk, a winner in the M&A category. SMBC Aviation Capital has a strong Deals of the Year history, with the acquisition of the business from Royal Bank of Scotland (after which RBS Aviation Capital became SMBC Aviation Capital) in 2012 winning the M&A Deal of the Year.

At the time the deal was the largest ever sale of an aircraft leasing business. The company was the world’s fourth largest lessor at the time and the acquisition of Goshawk, which closed in December 2022, elevates the Japanese-owned SMBC Aviation Capital into the world’s second largest aircraft leasing company, with a portfolio of 709 owned and managed aircraft and total assets of about $37 billion, including orders worth $13 billion for 261 aircraft. Discussing the deal, CEO Peter Barrett said, ‘We’ve looked at lots of M&A opportunities over the years, but this is one that fits particularly well. It’s also the right size of deal for us. It’s big enough to make a significant impact on our business and on the industry in terms of scale, which we think is important. In a maturing and increasingly competitive industry scale does matter. But it’s not so large that it’s going to put undue pressure on our metrics or the types of assets in the portfolio.‘

Another sizable leasing deal involved the acquisition of Seraph Aviation Management by Aergo Capital, which has catapulted the Irish lessor, led by Fred Browne, into the top 20 of lessors globally with assets of $7 billion and a fleet of 300 aircraft. The $2.4 billion deal puts it ahead of schedule to meet its CEO’s ambition of becoming a $10 billion lessor by 2027.

Amgen’s $27.8 billion acquisition of Irish-incorporated Horizon Therapeutics is the largest M&A winner by value and was also the largest pharma deal globally in 2022. The deal saw Amgen pay a 48% premium to Horizon’s share price amidst a bidding war for the company and the transaction was the first public takeover announced under new Irish Takeover Rules.
[L-R] Bank of Ireland's Gareth Magee, Eoin Hartigan, Shane McKeon, Fiona Smith, Conor Barrett, Regina Walsh, Jerry O'Sullivan, Aisling Furlong, and Dave Greene.



Carne’s acquisition of AMX wins under the Financial Services heading. The deal saw the Irish investment funds services company gain additional scale, expand its service offering and a major new investor in the form of Willis Towers Watson.

Another ManCo-related winning deal saw US investment firm Russell Investments restructure its Irish operations, ultimately registering it as a MiFID firm following the firms decision to transfer the management of its Irish regulated funds to a third party management company.
Other winners in the Financial Services category include the establishment and authorisation of HarbourView Equity Partners ICAV. The US private equity firm, which invests in the booming media and entertainment royalities market, primarily music royalties, chose Ireland’s ICAV structure for its EU-based funds.

Amongst mid-market M&A deals awarded this year is Kerry-based Tricel Group’s push into the Nordic market through the acquisition of Denmark’s BioKube. Tricel has established leading market positions in both the wastewater and water storage markets and also supplies pumps, construction products and distributes industrial lubricants. The deal was one of three European acquisitions by the ambitious group in 2022.

A deal that sees a Nordic market leader push into the Irish market is also a winner this years – with Sweden’s OEM International, a leading European electronics distributor, acquire Demesne Electrical Sales Limited, with Demesne CEO Dave Williamson describing the tie-up as an ideal fit for Demesne’s ambitions in the Irish market.

Another Irish corporate on the international acquisition trail is precision engineering firm ATA. The company’s acquisitions of the Netherlands’ Van Hoorn Carbide and the UK’s Industrial Tooling Corporation in 2022 are recognised in the M&A category. The acquisitions, which were part funded by debt from AIB and Bank of Ireland, ‘mark an important milestone’ for the company according to CEO Peter Cosgrove with them bring the group’s headcount to 500 and pro forma revenues for 2022 to about €100m.

Private Equity activity
The large influence of private equity in Ireland’s dealmaking market remains evident this year with a number of deals involving PE players entering, exiting and doubling down on the investments - the aforementioned Global Shares, Fibre Networks Ireland and Aergo deals included. Another large PE deal involved The Irish Infrastructure Fund (which has a sizable investment from the National Pension Reserve Fund) disposing of three infrastructure assets to the KKR-backed John Laing Group. The c. €1 billion deal includes Ireland’s largest independent telecommunications tower company Towercom, the Convention Centre Dublin and Valley Healthcare, which has 20 primary healthcare centres in Ireland. The deal represented one of the most complex transactions in the Irish market in 2022 due to the structure of the IIF and the number of assets involved. For the IIF disposal of the portfolio to John Laing enabled the fund to deliver its mandate of strong realised returns in the region of 10 per cent to 12 per cent for its investors. The deal was one of the most complex transactions in the Irish market in 2022 due to the structure of the IIF and the number of assets involved, requiring a high level of legal and finance expertise to get it over the line successfully.

Other PE-backed deals this year include Waterland Private Equity’s investment in Irish engineering firm MTM, which is now central to Waterland’s buy-and-build strategy with MTM having already acquired two companies since the Waterland acquisition closed in August 2022. Another winning deal saw UK PE firm Corten Capital acquire the rapidly scaling Ekco Cloud, one of Europe’s leading managed cloud and cybersecurity providers, in a deal worth €340m, while educational publisher CJ Fallon’s management team bought the business from PE firm Levine Leichtman Capital Partners.
[L-R] Allied Irish Banks' Ciaran Mooney, Barry Gleeson, Alejendro Varela Fuenteseca, Ian Murray, Feidhlim O'Caheny, Barry O'Dwyer, Conor McGillion, Alan Moore.



ESG
Environmental, Social and Governance credentials are increasingly being absorbed as part of corporate identities and a number of projects in these areas are recognised across the categories in this year’s awards.

A winner under the Debt Capital Markets category is the first ever issuance by an Irish issuer of a social bond. AIB issued Ireland’s first ever social bond, closing the €1bn deal in March 2022 with the proceeds earmarked for the financing of projects with clear social benefits, that comply with the International Capital Markets Association’s (ICMA) Social Bond Principles. Not only did the issuance boost AIB’s support of social lending, it also strengthened AIB’s position as a major player in the ESG space with it becoming only the 19th bank globally to have issued both green and social bonds. Added to these social credentials the issuance also had the benefit of strengthening the banks regulatory buffers with the proceeds counting towards AIB’s ‘Minimum Requirement for own funds and Eligible Liabilities’ (MREL), a requirement of the EU’s Bank Recovery and Resolution Directive (BRRD).

Another ESG-related winner in the Debt Capital Markets section is Ardagh Metal Packaging who successfully raised $600 million through a green notes issuance just months after the start of Russia’s invasion of the Ukraine. The issuance underlined investor confidence in the company’s business and growth plans and was quickly followed by a major acquisition in the African market.

Exergyn, which features amongst the Mergers & Acquisitions winners, was the subject of a €30 million investment that enables the Irish company, which has attracted global attention by developing and patenting an emissions-free heat pump that contains no refrigerant gases, to scale its operations. The company has previously been supported by equity investment and grants from Enterprise Ireland, SEAI, EU Horizon 2020, Carbon Trust UK and the Irish Government’s Disruptive Technologies Innovation Fund. It has over 100 worldwide patents.

In the Loans & Financing category ESG-themed deals also feature strongly including IPUT Real Estate’s €150 million green Revolving Credit Facility. The green facility, provided by AIB Real Estate Finance, is in line with IPUT’s long-term focus on sustainability and ESG which has already seen the company, one of the largest real estate investors in Ireland, make progress on its first net zero carbon office building at 25 North Wall Quay, Dublin 1.

Housing finance
The difficulties in the housing market in Ireland, similar to housing markets in many western countries, caused by a lack of supply at prices people can afford has resulted in renewed efforts to boost supply, especially in the area of social and affordable housing, with the Finance Dublin Deals of the Year Awards recognising, and awarding, projects in recent years.

This year strong progress in this critical area for Irish society, especially around the financing of social housing, is recognised including the dual financing package provided by AIB to Circle Voluntary Housing Association that is funding the delivery of 47 energy efficient new homes on a former brown field site in Dublin city centre. Circle VHA CEO John Hannigan said, ‘This innovative funding facility ensures that we at Circle have a single line of sight on the provision of these 47 homes from breaking ground for construction to funding the long term ownership of the homes over the 30 year investment period’.
[L-R] Dentons Ireland partners Michael McDonald, Shane O'Donnell, Eavan Saunders (managing partner), Ciaran O'Boyle and David McGuinness.



Another significant social housing financing deal saw the German asset manager MEAG (Munich Re’s asset management arm) arrange a €310 million facility to finance the construction on new social housing. The deal illustrates the demand from investors for ESG investments opportunities and how this can be successfully tapped to help deliver social housing, with one of the legal advisors on the transaction, McCann FitzGerald, remarking that MEAG’s move reinforces the strong fundamentals of the Irish real estate market to international investors and funders.

Another winning deal in the housing finance sphere saw Finance Ireland, Ireland’s largest non-bank lender with a large mortgage business, receive a sizable equity investment from investment firms M&G plc and PIMCO with the deal devised to simultaneously simplify its corporate structure. With the deal giving the company long-term capital to grow it was described by Finance Ireland founder Billy Kane as ‘a huge vote of confidence not just in Finance Ireland and the management team but in the Irish economy.’

Capital Markets
Innovative capital markets activity is also evident amongst the deals recognised this year, important developments considering the EU’s push for more integrated capital markets in the bloc. One such development is the first synthetic STS securitisation of performing shipping loans in Europe by Greece’s Piraeus Bank. The transaction was a winner under the Debt Capital Markets category and ‘sets a new standard in the market’ according to Walkers’ Andrew Traynor, who advised on the deal.

Another winning deal involved the use of a dual track sale structure by Bank of Ireland to dispose of a non-performing loan portfolio. This involved running two parallel transactions concurrently, one being a securitisation transaction with the potential for a Rule 144A element and the other, a whole-loan sale transaction to drive investor appetite.

A winning equity-linked transaction saw a combined offering of exchangeable bonds and a private placement of shares by Glanbia Co-op under the Equity Capital Markets category. The transaction funding the acquisition of a 40 per cent stake in Glanbia Ireland, the largest dairy processor in Ireland, was pivotal to returning control of the dairy processing assets and related consumer brands to the Co-op. Other winners in the ECM category include Fastball’s secondary placement of shares in Flutter and the restructuring of Mallinckrodt.

The innovative use of private placements in the ABS market is also recognised through the aircraft-backed MAST-2022-01 transaction which also wins under the Debt Capital Markets heading. The structure employed allow Airborne Capital’s securitisation to be completed at a time of difficult market conditions in the traditional ABS market, which was suffering from the effect of rising interest rates on new issuances. The deal paves the way for the future use of private placement activity in the aircraft-backed ABS space.

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