Financial Institutions M&A

The team has recently advised:

• AXA on its acquisition of Laya Healthcare, one of Ireland’s largest health insurance providers, for over €650m.
• 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.
• 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.
• 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.
• the Aon group on a number of regulatory and transactional matters, most recently on the Irish law aspects of its acquisition of the NFP group.
• 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.
• 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, a leading provider of institutional governance, risk and compliance services to the asset management industry on its acquisition of KB Associates.
• international private equity firm Cinven on the Irish aspects of its majority investment in Alter Domus, valuing Alter Domus at €4.9 billion.
• the Compre Group on its acquisition of Medical Insurance Company dac, an Irish company providing insurance covering professional medical malpractice risks, from Covéa.

The team has recently advised:

• 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.
• Intesa Sanpaolo Group on a number of cross-border restructurings, including in relation to the cross-border merger of Intesa Sanpaolo Life DAC, an Irish authorised insurance company with its Italian parent insurance company.
• Monument Re group on a number of regulatory and transactional matters.

The team has recently advised:

• 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.
• Barclays (Sustainable Impact Capital) Limited on various investments in Irish businesses.
• Irish fintech start up, Yonder Technology trading as Kota, on its €5.2 million seed investment round led by EQT Ventures, its $14.5 million Series A investment round led by Eurazeo, and a further Series A2 top-up investment round of €5m by Eurazeo and Frontline.