Dublin Port<\/a> site \u2013 held under a long-term lease \u2013 were later forced to sell their stakes during the financial crisis to reduce debt, crystallising substantial losses. <\/p>\nOver the past decade, Rothwell has had to grapple with exchange rate volatility resulting from the 2016 Brexit vote, a share price mauling in 2018 amid delays in the delivery of its WB Yeats ferry and technical issues with its Ulysses vessel, the Covid-19 pandemic and implementation of the UK-EU divorce deal in 2020, fuel price spikes, and cancelled and diverted sailings amid damage caused to Holyhead Port by Storm Darragh in late 2024.<\/p>\n
But while rivals such as P&O Ferries and Brittany Ferries were particularly hit by the pandemic, which they went into with high debt levels, Rothwell\u2019s well-managed balance sheet at ICG allowed it to make an opportunistic move on to the route between Dover and Calais from 2021. <\/p>\n
Now 71, the ICG board member since 1987 and CEO since 1992 has structured his \u20ac8-a-share management buyout (MBO) deal in a way that allows him to take some money off the table. <\/p>\n
Rothwell owns 21.8 per cent of ICG, valued at \u20ac264 million by the bid. Other members of the buyout team \u2013 ICG\u2019s chief financial officer David Ledwidge, the head of the Irish Ferries division Andrew Sheen, and Declan Freeman, managing director of the container and terminal unit \u2013 own a further 2 per cent between them. <\/p>\n
They plan to cash in a third of the value of their combined holdings \u2013 amounting to \u20ac87.3 million for Rothwell and \u20ac2.7 million for his partners \u2013 and roll the remainder of their equity into the deal. <\/p>\n
Bluefin will also be funded by \u20ac455 million of preferred equity provided by US investment giant BlackRock\u2019s Global Infrastructure Partners and \u20ac798 million of loans and credit facilities from BNP Paribas and Banco Santander.<\/p>\n
The deal places a 25 per cent premium on ICG\u2019s shares compared to the average price at which they were trading for the three months before the bid. It gives an enterprise value \u2013 which includes the company\u2019s equity and debt \u2013 of 9.8 times earnings before interest, tax, depreciation and amortisation (Ebitda) for 2025. <\/p>\n
The announcement said the MBO team did not initiate a proposal to acquire the firm. Rather, it was prompted by independent directors, led by chairman John B McGuckian \u2013 who, aged 86, has served on the board for 38 years, more than four times the nine-year period after which Irish corporate governance codes no longer regard directors as independent. <\/p>\n
Having weighed ICG\u2019s \u201cstrategic position and the alternatives available to enhance value and liquidity\u201d, and with a lack of any third-party proposal even though the company is said to have attracted its share tyre-kickers in recent years, the independent board members invited Rothwell to consider making a bid, the board said. <\/p>\n
The board highlighted how the evolution of global investment management in recent decades towards passive strategies tracking the big equity indices \u2013 where companies of ICG\u2019s size are less likely to be represented \u2013 contributed to its view that the company should be taken private.<\/p>\n
However, the board\u2019s own decision to approve more than \u20ac200 million in share buy-backs and cancellations over the past six years also played a role in reducing the amount of stock available for public trading \u2013 even if the repurchases made sense financially.<\/p>\n
Combined with stock awards and share options, these buy-backs helped increase Rothwell\u2019s stake by almost 50 per cent over the past decade, bringing his ownership to 21.8 per cent, further affecting market liquidity and perhaps limiting the field of potential acquirers. <\/p>\n
On the other hand, while McGuckian remaining in place after all these years to oversee a sale defies best practice in corporate governance, the fact that much of the Antrim man\u2019s family wealth is tied up in stock means he has a very personal interest in seeing exiting shareholders getting the best possible price. <\/p>\n
McGuckian and a family trust, Belfry Redhill One, have a combined 3.2 per cent stake that they are selling for \u20ac39 million under the deal. <\/p>\n
The group\u2019s net debt spiked by almost 60 per cent to \u20ac256 million last year as it acquired its previously leased James Joyce ferry, the largest passenger cruise vessel operating on the Irish Sea, and prepared for a final payment two months ago on its Oscar Wilde, to give it full ownership of its ferry fleet. <\/p>\n
The highly leveraged nature of the MBO is not without risk for the business \u2013 and for what Rothwell ultimately achieves when this is inevitably sold on again. <\/p>\n
Sources say that the preferred equity will carry a coupon in the region of 11-13 per cent, while the overall annual interest bill is set to start off at more than \u20ac100 million once the deal is closed. That equates to two-thirds of the Ebitda ICG is expected to deliver this year \u2013 and a multiple of the \u20ac9.8 million of interest payments ICG made last year. <\/p>\n
It leaves ICG with little room to lose its bearings.<\/p>\n","protected":false},"excerpt":{"rendered":"Atlantic bluefin tuna \u2013 giants of the sea reaching up to two metres and 350kg \u2013 have been…\n","protected":false},"author":2,"featured_media":615766,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":"","_share_on_mastodon":"0"},"categories":[73],"tags":[79,254782,18,19,17,47457,110260,259721],"class_list":["post-615765","post","type-post","status-publish","format-standard","has-post-thumbnail","category-business","tag-business","tag-eamonn-rothwell","tag-eire","tag-ie","tag-ireland","tag-irish-continental","tag-irish-ferries","tag-john-mcguckian"],"share_on_mastodon":{"url":"https:\/\/pubeurope.com\/@ie\/117022533017594450","error":""},"_links":{"self":[{"href":"https:\/\/www.europesays.com\/ie\/wp-json\/wp\/v2\/posts\/615765","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.europesays.com\/ie\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.europesays.com\/ie\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/ie\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/ie\/wp-json\/wp\/v2\/comments?post=615765"}],"version-history":[{"count":0,"href":"https:\/\/www.europesays.com\/ie\/wp-json\/wp\/v2\/posts\/615765\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/ie\/wp-json\/wp\/v2\/media\/615766"}],"wp:attachment":[{"href":"https:\/\/www.europesays.com\/ie\/wp-json\/wp\/v2\/media?parent=615765"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.europesays.com\/ie\/wp-json\/wp\/v2\/categories?post=615765"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.europesays.com\/ie\/wp-json\/wp\/v2\/tags?post=615765"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}