Sale of Bord Gáis Energy
The sale of Bord Gáis Energy was the single largest transaction to date in the Irish energy sector. With a business across three jurisdictions, our sell-side role appointment saw us manage a complex, protracted, and public transaction through to successful conclusion.
The largest transaction to date in the Irish energy sector.
The integrated business was split into separate businesses with the sale of each to a member of the bidder consortium via a single sale agreement.
Integrated specialist expertise from across the firm deployed seamlessly to support our client’s objective.
Sale process and structure
We advised Bord Gáis Éireann (now Ervia) on the €1.12 billion sale of its gas and electricity supply and electricity generation business in Ireland and its gas and electricity distribution and supply business in Northern Ireland to a consortium comprising Centrica plc., Brookfield Renewable Energy Partners LP and iCON Infrastructure LLP.
Our sell-side appointment reflected the strength and depth of our practice, involving the seamless deployment of specialist advice in energy/ regulatory, corporate/ corporate finance, financing, competition/state aid, transitional services/ IT/ data protection, tax, employment/ pensions/ ESOT, planning/ environmental, construction and real and intellectual property. In our role we:
- Comprehensively reviewed the target business and provided a bespoke vendor due diligence report
- Advised on the structure of the hive-down restructuring (pursuant to a statutory transfer scheme) and the detail of its implementation
- Drafted and negotiated the principal transaction documents, dealing with the concerns of multiple buyer/stakeholder parties in each case
- Advised in relation to the primary legislation enacted to provide for the sale and on related issues raised on secondary legislation; and
- Advised on the regulatory consents and approvals required for the transaction as well as our client’s interaction with its shareholders and other stakeholders
We left no stone unturned playing a central role in ensuring that this Government-mandated disposal would 'fly' despite its inherent complexity and the challenges faced.
Innovation required to achieve client aims
The successful sale involved the innovative use of primary legislation to restructure the integrated business of Bord Gáis Energy into three separate businesses. Those separate businesses were then sold to separate companies within the bidder consortium all by means of a single sale agreement.
The Gas Regulation Act 2013 was specifically enacted in order to implement the full ownership unbundling requirements of the Third Gas Directive and to provide, by means of statutory transfer scheme, for the restructuring of the Bord Gáis Energy business prior to its disposal.
While statutory transfer schemes had been used by state entities previously, they were more typically used for internal re-organisations of State entities or to transfer the assets and liabilities associated with a particular statutory function from one State department or body to another. A statutory transfer scheme has not previously been used in Ireland to facilitate the imminent sale of a State entity.