Waystone Group’s Acquisition of Centaur Group

The transaction, which will broaden Waystone’s service offering to asset managers and their investors, allows Waystone to double down on its home base of Ireland, where it now has more than 300 employees. The acquisition of the Cantaur Group will also allow Waystone to increase its North American presence.

Matheson advised Waystone with a multi-disciplinary team of over 40 lawyers, led by Corporate M&A partner Brian McCloskey, senior associates Robert Maloney Derham and Enda Garvey, associate Una Donovan and solicitors Dan McAleese and Niamh Hanbidge.

Lawyer Monthly had the pleasure to speak with Brian McCloskey, Corporate M&A Partner at Matheson to give us some further insight into this transaction:

Can you tell us about Matheson’s relationship with Waystone?

Waystone is a long-standing client with whom we have worked closely over a number of years on a variety of matters across all of our core practice areas. Waystone has experienced transformational growth over the last four years, both organically and by way of a series of strategic acquisitions, with the support of UK private equity fund MML Capital, until its exit from the business in January 2022 and more recently with the support of European private equity fund Montagu. Matheson advised Waystone on the majority of these strategically important transactions, including so far in 2022: the acquisition of KB Associates – a leading international provider of management company and consulting services – and the acquisition of the Centaur Group.

Please tell us more about the role your team played in the transaction and the skills you employed.

Matheson acted as lead counsel to Waystone on all aspects of this multi-jurisdictional transaction. In addition to Ireland, the Centaur Group’s business spans Bermuda, Canada, Cayman, Luxembourg, the United Kingdom and the United States. The Matheson team was led by our corporate M&A practice with input from specialist teams throughout the firm, including asset management, employment, financial services, litigation, pensions, regulatory, real estate, technology and tax.

Given the fact that the Centaur Group’s business is active across a number of jurisdictions, as well as there being multiple regulated entities in the group, we initially spent a considerable amount of time working with Waystone to ensure that we had the right local counsel supporting Waystone in each jurisdiction. As the law firm of choice for internationally focused companies and financial institutions doing business in and from Ireland, we regularly work as lead counsel on international transactions. As such, we understand the importance, from Waystone’s perspective, of being able to coordinate multiple law firms to deliver a consistent service offering across all aspects of the transaction.

Waystone is a long-standing client with whom we have worked closely over a number of years on a variety of matters across all of our core practice areas.

Did you encounter any challenges during the process? How were these overcome in the course of your work?

On every transaction, having experienced advisers that can understand the different perspectives that each stakeholder will bring to the process is crucial. On this deal, the combination of a fully exiting private equity investor (FTV Capital) and a re-investing management team on the one side, together with a private equity-backed corporate buyer with an existing management equity structure on the other side, meant that it was more important than ever that we could provide an insight to the Waystone deal team of the different priorities that each stakeholder would bring to the table.

The combination of our experience working with international private equity funds active in the Irish market, regularly advising management teams on private equity structures (both from a legal and tax perspective), our existing knowledge of the jurisdictions in which the Centaur Group is active from previous transactions and our expertise in the asset management sector generally allowed us to pre-empt and address at the start of the process many of the key legal, regulatory and tax concerns of the relevant stakeholders. This approach allowed the commercial teams to focus on the overall economics of the deal and meant that the overall deal timetable was achieved – deal momentum always being a key part of any successful transaction in our experience.

What impact do you expect the deal will have on the asset management industry in Ireland?

For more than a decade, Matheson’s asset management group has been ranked as Ireland’s leading practice by assets under management (Monterey Insight Ireland Fund Report) and, further, is the largest legal team operating in the Irish asset management market. In addition, we continue to be one of the most active transactional firms in the Irish market – Matheson advised on more M&A deals in Ireland last year than any other law firm (Mergermarket). This combination of sector expertise and transactional experience means that we are uniquely placed in the Irish market to advise clients on industry developments from a legal and regulatory perspective, but also on M&A market trends affecting the asset management industry.

Why does a client like Waystone look to engage Matheson for legal services?

With the largest dedicated teams in the Irish market focused on serving clients operating in the asset management and the wider financial services sectors, clients value the commercial advantage that our industry expertise gives them as both governments and regulators become more proactive on oversight and regulation. As Ireland’s largest law firm (Law Society of Ireland), we can combine our sector expertise with the depth of our transactional experience, including having the largest tax practice of any Irish law firm, to support our clients on their most complex transactions.

For more than a decade, Matheson’s asset management group has been ranked as Ireland’s leading practice by assets under management.

One of our core values as a firm is partnership – with both our clients and each other. We are therefore, very proud of the strong partnership that we have built with Waystone over many years. We are grateful for the opportunity they have given us as a firm to support them on their growth journey and we look forward to working with them further as they continue to build a world-class international asset management services business from Ireland.