IFLR 1000
The Guide to the World's Leading Financial Law Firms

	A&L Goodbody Arthur Cox Matheson Ormsby Prentice McCann FitzGerald
	Dillon Eustace Maples and Calder William Fry
	LK Shields Mason Hayes & Curran
	Eugene F Collins

	A&L Goodbody Arthur Cox Matheson Ormsby Prentice McCann FitzGerald William Fry
	Dillon Eustace LK Shields Mason Hayes & Curran
	Eugene F Collins Eversheds

The Irish capital markets offer two contrasting stories: the debt side is prospering while equity flounders. There is one notable exception; where troubled banks used secondary markets to bolster reserves and amend balance sheets. "From an Irish perspective we are still suffering on the equity capital markets. There has been very limited activity, unless you consider what has gone on around our banks as equity capital markets work," explains one partner. Although, the activity doesn't speak to the true state of the beleaguered market, as banks have predominantly raised capital through increases with the state's assistance rather than privately, there's been an abundance of this type of work.

Rescuing the country's struggling banks had dire consequences for the government and it was forced to ask for a €90 billion bailout from the EU and the IMF in November 2010. Conditions of the rescue package included additional banking stress tests, as a result banks have raised funds through capital increases. "The stress tests highlighted the level of capitalisation which was required by the banks and that was probably the trigger for the recapitalisations," says one partner. One of the most successful of these was Bank of Ireland's triumphant €3.4 billion rights issue in 2010 and €5.2 billion capital raising in 2011 which enabled it to remain free from possible state control.

Post bailout, the government implemented the Credit Institution (Stabilisation) Act (CISA) to enable the restructuring of the retail banking system, where needed and gain to greater control over the institutions. Enacted in December 2010, the legislation confers powers to the Minister of Finance to restructure the assets and liabilities of banks. "Within a week of its enactment, AIB [Allied Irish Bank] was directed by the high court to use the legislation to put in over €3 billion in equity from the government," recalls one partner, adding: "In respect of pretty much anything the banks are doing it's almost as if there's going to be a parallel process."

Under the duress of court orders, several financial institutions also undertook multi-billion asset transfers. "There's been a lot of orders in respect of potential subordinated liability orders and in respect of disposal orders where there have been transfers of deposits from some of the old banks to the new banks," says one partner. This activity is certain to continue with the Irish Central Bank estimating in March 2011 that four banks will need an additional €24 billion in capital and reserves over next three years.

Companies too small to access the debt markets have utilised the UK based Aim and Ireland's equivalent to raise capital. "In terms of fundraisings, we have seen some, particularly mining on the junior markets but very little outside food and agriculture," says one lawyer. Oil and gas companies listed in Ireland also represent another exception: "Clearly debt is going to be difficult for them, the markets that they're operating in are good, either oil and gas, wider exploration or commodities. Whatever it might be, either new listings, unusual financings or straight forward placing of existing companies, we're seeing quite a bit of that," says one lawyer.

International work has also proved to be more active with practitioners noting a return of structured products and securitisation. "The international side of things has seen a pickup in activity over the last 12 months. Most of the activity is structured products," says one partner. "The deals we're seeing are probably not as complicated as the deals we used to see, the rinky-dink CDOs are not being done anymore, but we are seeing repackaged bespoke debt products being sold to investors usually being large corporates or insurance companies. Another thing we've seen is a continuing stream of life settlement securitisations, which are sold to specialised investors," says another capital markets lawyer.

Trade receivables are also making a comeback as companies seek finance. "What we are definitely seeing is Irish corporates who are raising finance by traditional trade receivable financing arrangements or securitisations, which is seen as a good way of replacing old fashioned bank or bond financing," remarks one lawyer.

Historically always smaller, lawyers note an increase in mandates on the domestic front too. "In terms of Irish companies issuing real bonds, not in terms of structured products, there has been some activity. The high-yield end of things has seen a bit. There's interest in it [the bond market] but current market conditions are challenging for Irish corporates," one lawyer explains. A scarcity of viable bank finance has, however, led issuers towards the international markets by issuing bonds through subsidiaries.

Market perception is that A&L Goodbody is undisputedly one of the leaders in the field of capital markets. Competitors verify that the firm's debt offering remains one of the best in this area and several believe it is superior to some of the firms who share its ranking.... [more]

Market perception is that A&L Goodbody is undisputedly one of the leaders in the field of capital markets. Competitors verify that the firm's debt offering remains one of the best in this area and several believe it is superior to some of the firms who share its ranking. On the equity side, doubts about the firm's visibility on the market have been allayed recently as peers note an increase in activity: "There was a query over them on the equity side over the last couple of years but they did come back and have done some deals and they have some very good people there," says one partner.

To say the equity market work has been scarce in Ireland would be generous. The majority of it has been born out of the crisis as banks had to raise capital. Practice head Ciarán Rogers led a team advising the underwriters including Credit Suisse, Deutsche Bank, UBS, CitiGroup and Davy, of the Bank of Ireland's €3.4 billion rights issue in 2010 and its ongoing €5.2 billion capital raising project.

Rogers is respected by peers and held in high esteem by clients, who regard him as unflinchingly dependable and always immersed in the deals: "He's the only guy I've worked with there and it's probably no coincidence, I'd always go back to Ciarán. He's an incredibly smart guy, very commercial, very much a guy who can get a deal done, very technical, very complex analysis, I think he's a great lawyer," explains a client.

Securitisation is an area of the capital markets that has remained unaffected by external influences and partner Peter Walker, who operates out of the firm's London office, has had a busy 12 months advising in this capacity. On behalf of Santander, Walker counselled on a securitisation of auto loans and leases of Santander Consumer Bank in Norway, on a €1.3 billion deal which was the first securitisation of auto loans in Norway and the banks debut transaction of this type in the country. The mandate involved an Irish special purpose vehicle (SPV) and a listing on the stock exchange. Walker has also negotiated a deal for Hertz Europe in connection with a securitisation financing of their vehicle fleets in the Netherlands and France. VFN Notes were issued through a special purpose entity incorporated under the laws of The Netherlands but a tax resident in Ireland.

Partner Adrian Burke was also involved in a sizeable transaction in this area of the market, representing KBC Bank on the restructuring of three residential mortgage securitisations, which had a total issuance amount of €11.5 billion, in order to meet more stringent ECB rating requirement for RMBS notes. Burke has also been advising the Bank on its ECP, CD and CP debt funding programmes.

Competitors respect Walker as pragmatic and diligent: "I know Peter Walker's good through experience. He's a pleasant guy to work with. When he turns up on a transaction on another side it's a good thing. We get along in a professional manner, he's workman like and commercial," remarks a fellow debt capital markets lawyer.

On a notable high-yield bond, Walker worked on the side of the issuer Nara Cable Funding, an Irish bankruptcy SPV, in a secured high-yield bond for Spanish telecommunications company, Cableuropa. The €700 million principal amount of 8.875% senior secured notes, which are due 2018, were issued as part of the company's debt refinancing. The firm also acted for JPMorgan Securities in connection with the 2010 high-yield debt issuance by an Irish company, Inaer Aviation Finance, of €470 million 9.5% senior secured notes due in 2017.

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The government's firm of choice, Arthur Cox retains its position in the top tier after another successful year in which it has finalised a number of substantial and complex mandates on behalf of the state and several troubled Irish Banks, which were imperative in stabilising the country's economy.One private client, who was aware of the firm's crisis-driven activities, said it had not let this detract from its level of service: "They're incredibly busy because Arthur Cox is playing a very significant part in the financial crisis in Ireland, but they always make time to get in touch with you and if you ask them to do something they respond very quickly.... [more]

The government's firm of choice, Arthur Cox retains its position in the top tier after another successful year in which it has finalised a number of substantial and complex mandates on behalf of the state and several troubled Irish Banks, which were imperative in stabilising the country's economy.

One private client, who was aware of the firm's crisis-driven activities, said it had not let this detract from its level of service: "They're incredibly busy because Arthur Cox is playing a very significant part in the financial crisis in Ireland, but they always make time to get in touch with you and if you ask them to do something they respond very quickly."

The firm's debt and securitisation team, which is headed by partner Cormac Kissane has, predominantly, been restructuring deals and working on non-transactional issues relating to the banking crisis for the Department of Finance and credit institutions.

The National Treasury Management Agency and the Department of Finance mandated Kissane on two separate substantial asset transfers for nationalised banks carried out after an order under the Credit Institutions Stabilisation Act (CISA). One was from Anglo Irish Bank to Allied Irish and the other was between Irish Nationwide Building Society and Irish Life Permanent. Combined, the volume of the transactions exceeded €14 billion at the time of closing.

In notable new work, the firm advised EBS Building Society on a €750 million residential mortgage securitisation by an Irish SPV Mespil 1 RMBS, which was originated by EBS and Haven Mortgages. JPMorgan was the lead arranger and Kissane headed the team acting as transactional counsel on the deal. In international work, partner Glenn Butt was active for Bank of America, advising on the issue of a $964 million CLO of Danish Bank Credits. The transaction was finalised in February 2011.

On the debt side, Kissane headed a team advising the EBS Group on repurchasing its non-core Tier 1 capital instruments, which had been repackaged into bonds issued by SPVs (special purpose vehicles) that consequently had to be acquired too. The firm repeated this transaction for EBS in early 2011. The two transactions increased the bank's core Tier 1 capital by €131.9 million. Another deal saw Butt lead a team acting for Russian gas producer Novatek on the issuance of a dual tranche $1.25 billion loan participation notes in July 2010.

The majority of the equity work driven out of Ireland in the last 12 months has been for the government or banks and the firm has been involved in the majority of it. Two teams from the firm advised a group of Irish State bodies and Bank of Ireland on the latter's multi-feature €3.5 billion capital raising, which was collectively the largest undertaken in Irish corporate history. A team led by managing partner Pádraig Ó Ríordáin – who has extensive experience advising the government on crisis-related work, notably on the establishment of the National Assessment Management Agency (Nama) – and Maura McLaughlin acted for the government while partners Eugene McCague and Brian O'Gorman acted for the bank. The transaction involved several separate tranches: a placing of €1.5 billion with institutional shareholders; a €1 billion placing with the National Pensions Reserve Funds Commission (NPRFC); a rights issue to raise up to €1.9 billion; debt for equity swaps; and the cancellation of warrants held by the NPRFC in return for a payment of €500 million. As a result, the Irish State holds approximately 36% of the ordinary stock in Bank of Ireland, approximately €1.78 billion of preference shares when the deal closed in June.

An extremely time-sensitive deal saw the firm advising another bank in turmoil. On December 23 2010, a court order was obtained under the recently implemented CISA stating that Allied Irish (AIB) must meet the newly-stipulated capital requirements by the years end. On the same day Maura McLaughlin led a team advising AIB on an issuance of mixture of ordinary and convertible non-voting shares, in addition to a payment of €52.5 million to the NPRFC, which resulted in an overall €3.9 billion recapitalisation and an adherence to the court's order.

The firm also acted on the behalf of both EBS and Irish Nationwide Building Society in the lenders recapitalisations which totalled €775 million and €2.6 billion, respectively.

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Renowned for its impressive debt offering, several partners question whether Dillon Eustace's equity practice is as productive. "They are more debt than equity but they've got a very, very strong debt practice," observes one competitor.... [more]

Renowned for its impressive debt offering, several partners question whether Dillon Eustace's equity practice is as productive. "They are more debt than equity but they've got a very, very strong debt practice," observes one competitor. The firm's list of recent deals does weigh heavily on the debt side but there has been dearth in equity work in the country, so it remains to be seen if the firm is still competing at this level.

Clients are unwavering in their support for the firm, viewing the lawyers at all levels, from partner to associate, as first rate. "In my experience, we have not yet run in to a single Dillon Eustace lawyer who is not excellent. I'm in Japan at some distance from the company we are working with and lawyers from Dillon Eustace are willing to jump and put in a call to a counterparty and that to me gives them their real strength," remarks one client, adding: "[They are] very, very client focused. I've never had to remind them about seeking a practical solution they are usually two steps ahead of me." Clients also value the level of experience and expertise. An international client who was recently advised by leading lawyer Conor Houlihan and Andrew Traynor said: "They have a deep knowledge of these areas and as a foreigner to Irish law it was very comforting to know you are in extremely good hands."

The majority of the firm's notable debt work has had a cross border element. A team consisting of partners, Houlihan, Andrew Bates and David Lawless advised the majority purchasers of a $75 million issue of senior notes backed by US life settlements in April 2011.

In a transaction related to the necessity for Irish banks to deleverage of non-core assets, the firm acted for a US insurance company on the acquisition of subordinated loans granted originally by Anglo Irish Bank and secured on US structured finance.

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The capital markets practice at Eugene F Collins is led by Eileen Grace, who took the lead on several mandates for Anglo Irish Bank (AIB) last year.

Acting for AIB in its liability management exercise, which was launched in October 2010 and closed in February 2011, Grace assisted with the offer to buy back or exchange all of its subordinated debt equating to €2 billion.... [more]

The capital markets practice at Eugene F Collins is led by Eileen Grace, who took the lead on several mandates for Anglo Irish Bank (AIB) last year.

Acting for AIB in its liability management exercise, which was launched in October 2010 and closed in February 2011, Grace assisted with the offer to buy back or exchange all of its subordinated debt equating to €2 billion. A second deal saw Grace advise the bank on its treasury activities, which included its four debt programmes to aid the banks restructuring.

Additionally, the firm has provided capital markets regulatory advice to Citigroup Capital Markets in relation to Irish government guarantee schemes and the Credit Institutions Stabilisation Act. [hide]

One of the only firms in Dublin connected to an international network, Eversheds capital markets work has been concentrated in the energy sector for clients with global interests.

On behalf of Providence Resources, the firm advised on its $65 million fundraising to finance an oil and gas drilling programme in offshore Ireland and onshore UK in a deal which closed in March 2011.... [more]

One of the only firms in Dublin connected to an international network, Eversheds capital markets work has been concentrated in the energy sector for clients with global interests.

On behalf of Providence Resources, the firm advised on its $65 million fundraising to finance an oil and gas drilling programme in offshore Ireland and onshore UK in a deal which closed in March 2011.

For Petroneft Resources, the owner and operator of drilling licenses in Tomsk and the Russian Federation, the capital markets team advised on placing $43 million in shares with international institutional investors in October 2010.

A further deal saw capital markets practice head David O’Beirne act for Aminex an oil and gas company, which has interests in Tanzania, Texas, Egypt and North Korea, on its $39 million placing and open offer in March 2011.
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Questions are raised over the LK Shields debt practice as the firm has not made any attempt to replace former partner Joe Gavin who left the firm in December 2009. "I rarely come across LK Shields.... [more]

Questions are raised over the LK Shields debt practice as the firm has not made any attempt to replace former partner Joe Gavin who left the firm in December 2009. "I rarely come across LK Shields. They lost Joe Gavin, I'm not sure who does this work anymore," says one rival. Peers support the firm's ranking in equity but are quick to clarify that there is a big gulf in size and expertise between the two tiers.

The firm has been active on some debt programmes and securitisation work in the last 12 months. In an ongoing deal, practice head David Williams led a team acting for Prodigy Finance on the establishment and amendment to a €1 billion secured limited recourse note programme. Each series of notes will provide a fixed return to investors and will be backed by a pool of loans to students attaching MBA and EMBA university courses.

In another notable deal, William's team were acting for Banquo Credit Management in relation to a structured investment vehicle, Diversification Notes, with €1 billion in assets. The firm advised the company's directors in relation to repo counterparty exposures, the maintenance of solvency and, ultimately, its winding down in February 2011.

The firm also continues to advise the Capita Trust Company in its role as Trustee of a multi-issuer secured note programme arranged by AE Global Investment Solutions.

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Since Maples and Calder entered the Irish market five years ago the Cayman based firm has been asserting itself forcefully and gaining market share. Competitors don't consider the firm as visible on the equity side, but there is a consensus that it belongs in the second tier for debt and with the deals to prove it the firm is promoted this year.... [more]

Since Maples and Calder entered the Irish market five years ago the Cayman based firm has been asserting itself forcefully and gaining market share. Competitors don't consider the firm as visible on the equity side, but there is a consensus that it belongs in the second tier for debt and with the deals to prove it the firm is promoted this year. "You certainly come across them. They'd have a bigger footprint than the other three [in that tier]," says a peer.

Practice head Nollaig Murphy, poached from A&L Goodbody when the firm opened in Dublin, is recommended by peers and has been active on all the firm's major deals in the last 12 months.

Murphy and David Maughan provided legal, listing and administration services to Intermediate Capital Group on a rare public CLO which closed in excess of €1.4 billion in August 2010. Murphy has also led a team advising Source UK Services, a provider of ETFs, on setting up its Irish precious and multi-metal platform, which closed in 2011, and its base metal platform, which is ongoing.

On behalf of Aladdin Capital Management, Murphy and partner Barry McGrath teamed up to assist in establishing two section 110 vehicles to issue pass through profit participating notes to an Irish QIF (qualified investment fund) for acquiring secondary equity and debt market instruments.

On another notable deal, Murphy and partner Liam Carney, who joined the firm from Arthur Cox in 2010, advised Morgan Stanley on the establishment of a series of section 110 special purpose vehicles (SPV) for investing in actively managed portfolios of debt and equity securities.

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There is no doubt within the market that Matheson Ormsby Prentice remains a top capital markets practice. The firm suffered a blow in September when three partners announced they were leaving to launch the Dublin office of offshore firm Walkers.... [more]

There is no doubt within the market that Matheson Ormsby Prentice remains a top capital markets practice. The firm suffered a blow in September when three partners announced they were leaving to launch the Dublin office of offshore firm Walkers. Structured finance partner Garry Ferguson was one of the three, but the sentiment among commentators is that the firm will absorb the loss in this area where they boast three market-recommended lawyers in head of the debt practice Turlough Gavlin and partners Christian Donagh, and Tim Scalon. "Christian and Tim are very good guys. Tim is an equity lawyer and he's an excellent lawyer. He's one of the leading lights in that firm. Christian is a derivatives lawyer and very good," says one partner.

Clients praise Scanlon and structured finance specialist Patrick Molloy: "They are very client-orientated and their technical advice is always correct. I think they've got their finger on the pulse in terms of what's going on in the market. They are a good bell-weather for what's going on," explains one.

The firm has more of an international focus than some of its competitors and peers question whether this affects the number of mandates it secures in the country: "I think MOP would have a good practice on the international side, but not so much on the domestic side," remarks a debt capital markets lawyer. The debt practice has, however, procured work from several large Irish corporations. Molloy and Gavlin advised Allied Irish Bank (AIB) on the establishment of a debt issuance programme under the Irish Eligible Liabilities Guarantee Scheme and the issuance of securities under it. The firm was also active for Allied Irish on the buy-back of debt securities in the capital markets. Molloy also led a deal advising Bord na Mona, an Irish State-owned peat company, in relation to its second private placement of debt securities in the US market.

Another notable deal saw Molloy and Donagh advising the Willis Group on the issuance of $300 million 4.125% senior notes due in 2016 and $500 million 5.750% senior notes due in 2021. This deal involved domiciling the previously Bermudan based holding company in Ireland and was structured as a scheme of arrangement. The Irish holding company's shares were listed on NYSE.

The securitisation market has been less adversely affected by the crisis and the firm secured some significant mandates in this area. Gavin and Donagh represented the Ireland-domiciled Syncreon Global, which provides logistics services to leading automotive and technology clients, and Syncreon Global Finance, which is based in the US, as joint issuers on the placement of $300 million 9.50% senior unsecured notes due in 2018.

Working on the Irish end of the deal, partners Fergus Bolster and George Brady advised energy company Maple on the financing its $254 million ethanol project. A debt and equity financing structure was utilised, comprising of: $148.5 million of long-term debt; a £19 million private placement of equity in a listed vehicle; and a $12.5 million private placement of equity in a subsidiary company.

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Market perception of McCann FitzGerald is unanimously positive and the firm's rank is undisputed. Crisis driven work has dominated the firm's deal flow and it has played a key role in a number of challenging mandates for Irish financial institutions.... [more]

Market perception of McCann FitzGerald is unanimously positive and the firm's rank is undisputed. Crisis driven work has dominated the firm's deal flow and it has played a key role in a number of challenging mandates for Irish financial institutions.

Partners Julian Conlon and Aidan Lawlor closed two significant transactions for Allied Irish Bank (AIB) in the past 12 months as part of wider capital measures undertaken by the bank to meet enhanced capital standards imposed by the Irish Financial Regulator. In November 2010, the team advised on the class 1 sale of its $2 billion shareholding in NYSE listed M&T Bank. The disposal utilised a public offering in the US of $26.7 million exchangeable notes. The notes were governed by New York law and were listed on the NYSE. On the third business day after receipt of shareholder approval, each note was exchanged for one M&T share. The other deal saw the trio advising on NPRFC's (National Pensions Reserve Funds Commission) €3.8 billion equity investment in the bank. Part of the deal involved Allied Irish (AIB) handing over its shareholding in its Polish publicly listed operations, Bank Zachodni, which necessitated issuing a new class of convertible non-voting shares to the NPRFC to avoid issues under Polish takeover law. AIB had to de-list from the main markets of the Irish and London stock exchanges and list on the ESM market of the Irish Stock Exchange requiring preparation of an admission document.

Another notable equity deal saw the acting for Independent News & Media on its €29.3 million cash placing in November 2010.

Since the implementation of the CISA (Credit Institution (Stabilisation) Act) the Irish High Court has issued a number of orders to ensure financial intuitions meet capital requirements and the firm were employed to assist the banks on the receiving end of one. A team consisting of partners Julian Conlon, Roy Parker, Hugh Beattie and Adrian Farrell acted for Anglo Irish Bank and INBS on the sale of €12.2 billion worth of deposits and Nama bonds from Anglo Irish Bank to AIB and from INBS to Permanent TSB, the banking business of Irish Life & Permanent, in February 2011. Partner Hugh Beattie also advised INBS on its €4 billion Irish Government Guaranteed Bond in October 2010.

Since 2008, when Lehman Brothers collapsed, partner Fergus Gillen has been advising a group of Irish special purpose entities known as the Dante established by the company to issue structured notes under a debt programme. The firm has been assisting Dante group companies in negotiating with The Bank of New York Mellon, which acts as trustee on behalf of the creditors of these entities, to permit them to continue as going concerns. The deal is ongoing but in 2010 note issuances, with a combined value of approximately €700 million, were settled consensually.

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"William Fry is very strong on the equity side and that's where their core would be," says one lawyer. Still considered one of the leading five firms in Ireland in terms of equity work, William Fry, like others, has not been active on this of the market but it retains a first tier ranking after amply supplementing its portfolio with debt work.... [more]

"William Fry is very strong on the equity side and that's where their core would be," says one lawyer. Still considered one of the leading five firms in Ireland in terms of equity work, William Fry, like others, has not been active on this of the market but it retains a first tier ranking after amply supplementing its portfolio with debt work.

"They don't do the traditional ABS work like other firms, but where they are market leaders is in securities work," explains one competitor. On this side of the market partners Orla Brennan, Shane Kelleher and David Fitzgibbon completed a deal for a €250 million five year trade receivables securitisation programme in November 2010 for corrugated packaging manufacturers Smurifit Kappa Group.

For companies seeking financing, the debt markets are still the most viable option in Ireland and William Fry has been mandated to advise on a number of bond and note issues. Partners Elaine Hanly, David Fitzgibbon and Barry Conway advised packing business Ardagh Glass on the issue of €1.6 billion in notes due 2017 to fund the €1.7 billion acquisition of Impress Cooperatieve and refinance it's Anglo Irish facilities. This deal closed in September 2010 and an additional tap of €200m senior notes due 2017 was completed in February 2011.

British events and publishing group, United Business Media retained the firm on the issue of a $350 million Eurobond of 5.75% notes due in 2020. Partners Stephen Keogh and Martin Phelan finalised the deal in November 2010.

In May 2010, partners Myra Garrett, David Fitzgibbon and Ken Casey acted for SkillSoft on a $365 million debt syndication and $240m bond offering related to its acquisition by a consortium of international private equity firms Berkshire Partners, Advent International and Bain Capital Partners, by means of a court-approved scheme of arrangement.

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