Caroline
Kearns

Caroline has recently advised the following clients on a range of transactions:  

M&A

• Bank of Ireland on its acquisition of all of the performing loan assets and deposits of KBC Bank Ireland for about €5 billion; the deal comprised the purchase of a portfolio of performing mortgage loans worth €8.8 billion, €4.4 billion of deposits, €300 million of non-performing mortgage loans, €100 million of performing commercial and consumer loans, as well as KBC Ireland’s credit card portfolio.
• Arthur J. Gallagher & Co., a global insurance brokerage based in Illinois, on the acquisition by its subsidiary Pen Underwriting of Wrightway Underwriting, a managing general agent providing motor and liability coverage for the haulage and fleet sector from Ireland, from Zurich Insurance.
• Mars Capital, backed by Arrow Global, on the acquisition of the credit servicing business of Start Mortgages including over 11,000 mortgages with an estimated value of a around €2.2 billion.
• Carne Group, a leading digitally-driven third party fund management company, on its acquisition of the Asset Management Exchange group from Willis Towers Watson (WTW) and the entry into a strategic partnership with WTW holding a minority interest in the Carne Group.
• Carne Group as lead counsel on multiple acquisitions including the acquisition of GAM Investments’ third-party fund management business in two separate acquisitions in Switzerland and Luxembourg; its acquisition of UK business Aprexo, a UK-based tech / data management company and various other acquisitions in Ireland and Jersey.
• BNP Paribas Group on the Irish aspects of its acquisition of AXA Investment Managers representing close to €850bn assets under management, together with an agreement for a long-term partnership to manage a large part of AXA’s assets.
• The Royal Bank of Canada on the Irish aspects of its £1.6 billion recommended public takeover of Brewin Dolphin plc, listed on the London Stock Exchange.
• HSBC on the sale of its Irish hedge fund administration business in Ireland to BNP Paribas.
• Howden, an international insurance broking group, on the Irish aspects of its acquisition of Aston Lark, backed by Goldman Sachs, with a reported deal value of €1.3bn.
• Waystone Group (a Montagu portfolio company) on its acquisition of KB Associates, a leading professional services firm specialising in the provision of management company, governance, regulatory and related consulting services to the asset management industry.

Group Reorganisations and Restructurings

• JPMorgan Chase Bank, N.A. on the restructuring of its existing EU credit institutions, by way of a simultaneous cross-border merger of JPMorgan banks in Ireland, Luxembourg and Germany and the conversion into J.P. Morgan SE, a new European company (Societas Europaea) headquartered in Frankfurt, Germany, and one of the largest banks in the EU.
• Citibank on a large scale group restructuring to ensure compliance with Citi’s requirements under the European Union’s intermediate parent undertaking regulations (IPU). The transaction involved a balance sheet restructuring to create over $5,500,000,000 of distributable reserves in order to facilitate the transfer of Citibank Europe plc (“CEP”) within the Citi group and the acquisition by CEP of a controlling interest in Bank Handlowy (“BHW”), a Polish retail bank listed on the Warsaw stock exchange.
• MyPos an e-money authorised business, on a European reorganisation involving a cross border merger of entities in Bulgaria and Ireland.
• Apex Group on cross-border mergers between Apex Group Depositary Services (Ireland) Limited (Irish fund depositary, regulated by the Central Bank of Ireland), EDB Custodial Services Limited (Irish fund depositary, regulated by the Central Bank of Ireland) and European Depositary Bank S.A. (a credit institution based Luxembourg).
• J.P. Morgan on the structuring and implementation of a reorganisation of its European banking entities to comply with the IPU rules.

Joint Ventures and Investments

• Aviva on its joint venture to establish a new health insurance provider in Ireland, trading as “Level Health”.
• Brookfield Asset Management Limited through its Financial Infrastructure strategy, on the Irish aspects of its long-term strategic partnership with Barclays to grow and transform Barclays’ payment acceptance business, including Irish regulated payments firm Barclaycard Ireland Limited.
• AllianceBernstein, a leading global investment management and research firm on the Irish aspects of its global joint venture with Societe Generale, a leading European bank, to create a world leading cash equities and research business.
• AIB on the transfer of its private banking wealth management business to Goodbody Stockbrokers.
• AIB on its joint venture with Nissan in relation to Autolease Fleet. Management, trading as “Nifti”, and on various matters relating to its investment in Saol Assurance, a joint venture with Canada Life, trading as AIB Life.
• Irish fintech start up, Yonder Technology trading as Kota, on its €5.2 million seed investment round led by EQT Ventures and its $14.5 million Series A investment round led by Eurazeo.
• Alchelyst, an Irish fund service administrator on its launch and initial investment funding round.

• Admitted as a solicitor in England and Wales – 2010
  Law Society of England and Wales
• Admitted as a solicitor in Ireland – 2010
  Law Society of Ireland
• Professional Practice Course I and II 2007 – 2009
  Law Society of Ireland
• Diploma in Financial Services Law 2008 – 2008
  University College Dublin
• Bachelor of Business and Law, First Class Honours 2001 – 2005