March 31 last was a sad day at 6, rue Eugène Ruppert in Luxembourg. The suburban office park hosts the local country office for Intertrust, a global fiduciary group headquartered in Amsterdam and specialised in establishing tax-efficient corporate structures for multinationals, from Goldman Sachs’s Dublin-based vulture fund operation to beef baron Larry Goodman’s business interests across food processing, private healthcare and property.

Three companies located at Intertrust’s address ceased to exist at the end of March: Silverbirch Investments SA, its subsidiary Aburg SARL, and Aburg’s subsidiary Parlesse Investments SARL. None of them had employees. They were merged into a new company, Portena Holdings Ltd, incorporated in Jersey. The transaction’s price tag was €3.3 billion.

Click on the map below to see the latest changes to the holding structures involved in this merger. It represents a small part of the Goodman empire. 

Silverbirch Investments was born in 2002 under the name of Parma Investments SA, with Larry Goodman as its director. Its original parent was a Goodman company in the UK and its establishment was facilitated by the late Christof Ebersberg, a Liechtenstein-based long-time director on multiple Goodman companies who passed away last month, according to death notices in the local newspaper Volksblatt.

British director Philip Morgan, who joined Parma Investment SA’s board in 2008, took over the chair from Goodman two years later. As Morgan took charge of the Luxembourg companies and others in the group, Goodman’s name disappeared from their filings.

Goodman first placed debt assets in the company, using it to extract interest revenue from the group through Luxembourg. After five years, it had €261 million worth of assets on its balance sheet, including €207 million in debt owed by group companies.

In 2013, this role changed radically. Parma Investments SA first raised a €300 million capital increase in shares issued to the Liechtenstein-based Rabena Foundation in exchange for €124 million in cash and €176 million under the form of “claims”. The same year, the company acquired over €450 million worth of shares in group companies. These would later be revealed to be Aburg, which we will look at next, and Ebolowa Unltd, which is based in Goodman’s Setanta building on Dublin’s Nassau St and was last reported to have €295 million in net equity at the end of 2018.

To mark the start of this new era, Parma Investments SA changed its name to Silverbirch Investments SA in March 2014.

The last accounts filed for Silverbirch to the end of March 2019 show that it had grown its assets to €1.2 billion – €398 million worth of subsidiaries, €74 million in cash and €726 million in debt owed by group companies, financed by a similar €788 million owed in turn to group companies. It had €336 million in capital and reserves. 

A well-travelled subsidiary

As a subsidiary of Silverbirch, Aburg’s book value is accounted for on its parent’s balance sheet. Yet detailed accounts offer interesting additional information.

When it first appeared among Silverbirch’s assets as a 32.72 per cent stake in 2010, Aburg was registered in Malta and was worth €1 million in net equity. A share transfer at the time appears to have placed Goodman’s Dutch holding company Parma Investments BV, central to Irish property and healthcare interests, under the ownership of Aburg. 

Aburg started its life in 2009 under the name Galway Ltd, Maltese filings show.

On St Patrick’s Day, 2017, Irish businessmen Paul Carroll and Sean Mooney, who sit on the boards of various Goodman companies, did not observe their national holiday. Instead, they signed documents transferring Aburg from Malta to Jersey.

By 2018, Silverbirch’s same 32.72 per cent stake in Aburg was now for a company located 6, rue Eugène Ruppert in Luxembourg, with €364 million in net equity. Aburg filings show that it was again moved from Jersey to Luxembourg on February 2, 2018, becoming a subsidiary of Silverbirch and KH Holdings SARL, another group entity in the country.

Prior to its absorption back into a Jersey company earlier this year, Aburg had a uniquely eventful life. Few corporate entities can claim to have travelled across three of Europe’s lowest-tax jurisdictions in less than one year. 

In a rare appearance in offshore filings in recent years, Larry Goodman, who was a director of Seabury, signed the statement of solvency accompanying the de-registration of the company.

Its accounts to March 2019 show that Aburg made a €47 million profit that year, bringing accumulated profits to over €400 million. It was the sole shareholder of a range of Goodman companies including Co Louth-based Arlesse Unltd, another vehicle for healthcare and property interests in Ireland.

Aburg also owned a Jersey holding company called Seabury Unltd, the jewel in its crown with €409 million on its balance sheet at the end of March 2019. As soon as Aburg was merged into Portena, the new parent of Seabury wound it up three months ago. In a rare appearance in offshore filings in recent years, Larry Goodman, who was a director of Seabury, signed the statement of solvency accompanying the de-registration of the company.

Jersey-based Seabury, Dutch company Parma Investments BV and Luxembourg’s Parlesse Investments SARL have been shareholders in Breccia Unltd, the Irish vehicle carrying Goodman’s interest in the Blackrock Clinic.

Parlesse, too, disappeared in the recent merger. It had been Aburg’s constant subsidiary in Luxembourg since 2010 while its parent toured tax-attractive islands. Last year, Parlesse held €831 million worth of financial assets, including the entire capital of two Dutch holding companies, Parma Investments BV discussed above and Kanev BV, which totalled over €500 million in net equity between them. Parlesse had over €200 million in reserves prior to paying a €47 million dividend, and owed €669 million in debt, all to group companies. 

Prior to the recent merger, the last Luxembourg company connected with the Parma branch of the Goodman empire, KH Holdings SARL, transferred its main asset – a two-third stake in Aburg – to Silverbirch. It was placed under the ownership of Portena and subsequently downsized in a capital decrease in April.

A new company with an authorised capital of €10bn

The merger of Luxembourg units into Portena Holdings Ltd leaves the Jersey-based company as a central holding entity for this section of the Goodman group.

Portena was incorporated at the end of last November, ostensibly in preparation for this move, with an authorised capital of €10 billion. Under the terms of the merger decided in February, Portena acquired the assets of Silverbirch, Aburg and Parlesse, and issued €3.3 billion worth of shares: €1.2 billion to Rab Holdings Ltd, a Jersey-based vehicle for the Goodman family’s Rabena Foundation in Liechtenstein; and €2.1 billion to KH Holdings 2017 Unltd, another Jersey company previously known as Lorsden (Holdings) Unltd.

The Rabena Foundation’s €300 million capital injection in Parma Investments SA in 2013 therefore appears to have grown into an investment valued at €1.2 billion.

Meanwhile, the merger appears to have turned ownership structures through KH Holdings into a circular dead-end, with no other ultimate owner than Portena itself and a minority stake for another Liechtenstein-registered entity, the Sabena Foundation. 

Another consequence of the merger is to pull the Goodman group out of Luxembourg, the only offshore jurisdiction it had been using with an obligation to publish regular accounts. Jersey filings are limited to annual returns and statutory changes, while there is no information available on the Liechtenstein foundations. As for the Irish unlimited companies involved, their ultimate ownership by unlimited entities exempts them from the obligation to file accounts.

As the veil of secrecy falls on this multi-billion-euro portfolio of Irish businesses and properties, it will protect the Goodman family from the curiosity of journalists, business partners – and potential future litigants. Two major assets involved, the Setanta Centre and the Blackrock Clinic, have been at the centre of fierce court battles for the discovery of their ownership and management details.