The departure of Mark Goodman from his executive position at the head of ABP’s international division last month is just the latest of many corporate moves in the control structure of the family-owned beef processor over the past year.

Mark’s father Larry Goodman, who turned 83 in September, remains firmly in charge. The family’s ownership of his business empire, from beef to property and private healthcare, ultimately rests with Liechtenstein entities about which almost no information is available. 

The intricate web of intermediary holding companies woven over the years across Ireland, the UK, Jersey, the Netherlands and Luxembourg does, however, allow a glimpse into the changing shape of the family’s grip on their business. This is the story of 12 months of preparations for Larry Goodman’s succession as told by companies related to the largest beef processor across the UK and Ireland.

When Nigel Boardman announced his retirement as partner of the magic circle London corporate law firm Slaughter and May two years ago, the UK industry magazine The Lawyer hailed him as the “king of M&A”. The aptly-named Boardman, now 70, had spent his career arranging IPOs, private equity deals and corporate restructurings. His clients included Marks & Spencer and Arsenal Football Club.

Boardman left his executive position in April 2019 but remained a senior consultant on Slaughter and May’s books. The firm continues to advertise his services and achievements, including his ranking as “star performer” for corporate and M&A work in the Chambers directory.

A few months later, in November, he formally joined the restricted team of advisors helping Larry Goodman and his family manage their business empire, kick-starting a series of corporate and personnel changes in the ABP group’s labyrinthic holding structure. Boardman’s involvement had not been reported until now and can be revealed by The Currency thanks to recent corporate filings confirmed by ABP and the lawyer himself.

Another of Boardman’s new interests following his retirement as Slaughter and May’s chief dealmaker was to join the board of Arbuthnot, a listed London-based private bank. While there was no mention of ABP in the disclosures accompanying his appointment in June 2019, Arbuthnot’s annual report in March of this year stated that Boardman was “a director of ABP Holdings, a holding company for an Irish-based agri-business”. Arbuthnot did not provide further information when queried by The Currency.

Separately, under new EU obligations in place in Ireland since the end of last year, ABP’s Irish-registered companies have provided details of the people holding ultimate control over their affairs to the new Central Register of Beneficial Ownership of Companies (RBO). RBO returns by Anglo Beef Processors Ireland and ABP Foods, as well as Goodman’s Longford pet food business C&D Foods founded by former Taoiseach Albert Reynolds, all list three figures familiar with anyone watching Goodman group structures in recent years. Andorra-based British businessman Philip Morgan is listed as “a trustee of the Portlon Trust and council member of the Rabena Foundation”. Former KPMG partner Sean Mooney appears as “protector of the Portlon Trust and Rabena Foundation”. Paul Carroll, former managing partner at A&L Goodbody, is a “council member of the Rabena Foundation”.

In addition, Boardman now has indirect control over shares in these companies.

Contacted by The Currency about the Arbuthnot and ABP group filings, Boardman said: “This is an incorrect entry. It should state that I am a consultant to the ABP Group. I will have it corrected.”

A spokesperson for ABP clarified that the group does not have a company called ABP Holdings. Instead, Boardman has joined Morgan, Mooney and Carroll on the team managing its top holding entities registered in Liechtenstein. “Nigel Boardman is a trustee to the Goodman Family Trusts and is listed in line with the EU Beneficial Ownership Regulations (AMLD4) enacted in Ireland in 2019,” the spokesperson said. “The regulations provide that in the case of a company that is owned by a trust – the trustees must be listed as the beneficial owners. Consequently, Mr Boardman, together with his fellow trustees of the Goodman Family Trusts, are so listed. Mr Boardman has no shareholding in the ABP Food Group other than the shares he holds in his capacity as trustee. Mr Boardman was appointed a trustee on November 14,  2019.”

Young executives and outside expertise join the board

Shortly after this appointment, ABP embarked on a series of corporate shake-ups, which unfolded all through this year. While it publicised changes to the board of Jersey-based ABP Food Group, those were accompanied by moves in the capital of key intermediary holding companies – some unreported until now.

On February 28, ABP Food Group announced the retirement of four directors closely associated with Larry Goodman. One was Philip Morgan, another was Goodman’s son Larry Jr. Ron Bolger, 72, former managing partner of KPMG Ireland and advisor to US vulture fund Cerberus in Ireland, had been on the board of ABP Group since 2002, holding successive chairman and vice-chairman positions. John Jackson, 70, had previously been a former director of ABP Foods in Ireland.

The seats left vacant by the Goodman old guard were filled by two younger group executives: Larry’s other son Mark, who at the time was still heading up ABP’s exports division, and chief operations officer Finbarr McDonnell. One former executive, freshly retired ABP UK managing director Tom Kirwan, also joined the board.

What was new, however, was the injection of outside expertise among non-executive directors. One was DCC’s retiring chief financial officer Fergal O’Dwyer – another KPMG alumnus – whose “significant experience in financial management, treasury, strategic and corporate development and acquisitions” was highlighted in the announcement. The other was former Glanbia group managing director John Moloney, who was also selected for his earlier career in the meat industry and the Department of Agriculture. 

While Moloney is formally ABP Food Group’s “chairman designate”, Larry Goodman has remained executive chairman to this date. Group Chief Executive Frank Stephenson also sits on the board.

In September, the board of ABP Food Group poached another young retiree with sharp industry experience. Recently departed Musgrave chief executive Chris Martin became non-executive director, bringing years of experience working with the group’s customers, including Pizza Hut and Asda.

While ABP Food Group dealt with the public-facing boardroom renewal, other group subsidiaries behind the scenes were moving the cogwheels of a complex corporate restructure involving billions of euros’ worth of assets.

As previously reported, a few days after Boardman’s appointment to the Goodman trusts in Liechtenstein, agents for the family established a new holding company in Jersey called Portena Holdings. Then in a merger valued at €3.3 billion in March, Portena acquired the assets previously held through entities in Luxembourg. 

This included a 10 per cent stake in Glydee, a Jersey company entitled to nearly all the dividends paid by ABP Food Group. The stake was owned through Ven Air, an unlimited Irish company with Larry Goodman Sr and Jr as directors, which also bore the debt charge for their Falcon private jet between 2008 and 2013.

More significantly, a 31 per cent stake in New Meat Holdings and its subsidiaries employing over 10,000 workers at meat factories was effectively transferred to the owners of the new shares.

Meanwhile, New Meat Division Holdings, a subsidiary of ABP Food Group also registered as an unlimited company in Jersey, was carrying out additional discreet capital transactions. New Meat Holdings is just as central to the beef processing group as its parent – it holds ABP Food Group’s stakes in the business both in Ireland and in the UK. 

On March 12, New Meat Holdings cancelled shares representing 21 per cent of its issued capital and immediately restored it by issuing the same number of new shares. Then on September 10, it repeated the same operations on another 10 per cent of its capital. In the process, the company distributed €77 million up the group’s ownership structure. 

More significantly, a 31 per cent stake in New Meat Holdings and its subsidiaries employing over 10,000 workers at meat factories was effectively transferred to the owners of the new shares, whose identity will not be disclosed until the company files its annual return some time in 2021. “The transactions in March and September were internal reorganisations and no third parties or external shareholders were involved,” the ABP spokesperson told The Currency.

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Where does this leave ABP as its founding boss advances into his eighties? By packing the board of ABP Food Group with independent expertise and appointing a food industry heavyweight as chairman designate, Larry Goodman, whose person was closely associated with the rise of ABP and its near-collapse in 1990 followed by his return to the helm four years later, may now at any time leave a business able to stand on its own two feet. 

At the very top of this empire’s ownership pyramid, one of the UK’s most experienced corporate lawyers has been looking after the interests of the family through one year of behind-the-scenes reorganising. 

From beef to healthcare

A new overarching board is being set up to oversee the healthcare interests of meat processing entrepreneur Larry Goodman. The three private hospitals – the Blackrock Clinic, the Hermitage Clinic, and the Galway Clinic – being formed into a group are among the best-known hospitals in the country. Goodman has gradually taken control of the three hospitals in recent years by buying out other shareholders.

The group’s capital structures continue to contain multiple bolts on the door to ensure family control under any circumstances. In recent years, subsidiaries strategic to the ownership of ABP in Ireland and in the UK, of C&D Foods, and of the more recent joint venture formed with UK co-op Fane Valley to buy Bert Allen out of Slaney Meats, have introduced multiple share classes. 

Each has issued A shares to a small group of Jersey-based Goodman companies (Mile, Glyde, Mourne and Seabank). The companies within each of these four groups have circular ownership structures, reporting no other owners than each other. Their A shares hold all voting rights in any decision about the businesses under their control. Those share rights are subject to change in case of an “insolvency event” designed to cover a range of circumstances where A shares would change hands, from legal action to bankruptcy and death. Control would then automatically shift to other group companies.

Meanwhile, 90 per cent of ABP’s shareholding is indirectly owned by Parma Investments Ltd, a UK-registered proxy for the Liechtenstein-based Portlon Trust. According to merger documents released this year in relation to the Galway Clinic, Parma is a vehicle for Portlon’s interest in various Goodman businesses including private healthcare and property – all on a nominee basis, with no assets on Parma’s balance sheet and no financial data available.

The far-reaching changes of the past year have not yet revealed a clear succession strategy. When asked to elaborate on the common purpose to the recent chain of corporate events, the ABP spokesperson said there was none. 

The widespread expectation that Mark Goodman would suceed his father at the head of the meat business while his brother Larry Jr continued to focus on property has been thrown into doubt by Mark’s successive appointment to the board and departure from the senior executive team of ABP. “Mark Goodman resigned from his position as Managing Director of ABP International to pursue private interests and remains as a non-executive director of ABP Food Group,” the ABP spokesperson said.

Is Larry Goodman preparing to sell or float the beef conglomerate that made him and his family billionaires? The multiple locks on family ownership embedded in its convoluted shareholding structures would likely need to be removed first, and there has been no sign of this yet. When I interviewed Minister for Agriculture Charlie McConalogue on November 11, I asked him if he had been informed of any change of ownership in the ABP factories regulated by his department. “No, we haven’t been notified,” he said. “We would require to be notified if it were, but we haven’t been.”

The family’s alternative plan may be to sustain ABP as a self-managing business generating income for the next generation of Goodmans without their direct involvement. The family would then act as private equity investors, with Mark using his experience to watch their investment from his non-executive seat on the board of ABP Food Group.

Until more filings emerge – and the outcome of ongoing Brexit negotiations dictate the potential value of ABP into the future – this seems to be the holding position.