This is a story about money. It is a story about how money is made and how money is retained. It is a story of how it can be pursued, desired, concealed.

It is a story that stretches from state-funded commissions to state-owned banks, and from politicians to tax exiles. It is a story that is contested, complex, and highly controversial, and of a particular time and a particular place in Irish life. 

It is the story of a building services company that grew through a series of boomtime acquisitions, only to be pushed into a sale by its bank when the tide turned, and its debts became unsustainable.

It is a story that a state funded commission of inquiry has spent six years and nine months unravelling in secret, interviewing countless witnesses and exhausting tens of millions of euro. 

And it is the story of the sale itself: the bidders, the meetings, the personalities, and the political controversy that shrouded it. 

It is the story of Siteserv.

*****

In July 2021, the IBRC Commission investigating the sale of building services group Siteserv to the businessman Denis O’Brien by the former Anglo Irish Bank issued a draft of its report to relevant parties. It was circulated over 2,000 days after the commission was established, and it ran to a hefty 1,280 pages.

The commission, led by Mr Justice Brian Cregan, gave the various interested parties until October 22, 2021 to provide submissions in relation to the content of the report. Some 12 submissions were received, and combined, they ran to 1,600 pages – longer than the draft report itself by some distance. Plus, as the Taoiseach Micheál Martin told the Dail in April, the submissions raised “a number of complex matters which the commission is currently in the process of carefully considering”.

A revised draft report has now been issued, prepared after taking into account the various submissions and issues. The report is of significant public importance, given the role of a state owned bank and the cost of the probe itself. The government has said the final cost is likely to significantly exceed the commission’s estimate and could top €30 million. In reality, it could be triple that when third party costs are included.

Was the mammoth probe, conducted in secret, worth it? And what did we learn about the sale of business at the height of Ireland’s economic crash?

Two friends

But it is also a story of two friends. Friends who would do anything for each other.  

Brian Harvey and Niall McFadden met in UCD in the 1980s. McFadden had dropped out of architecture, before completing a BComm in 1988. He then moved to London where he was briefly a business journalist before moving into the more lucrative world of investment banking with Morgan Stanley. 

Bright and ambitious, McFadden carved out a niche as a financial whizz over the next decade, working with Larry Goodman and then Tedcastle Oil. In 1997 he was a founding director of venture capital firm TVC, a role that provided him a broad exposure to a wide selection of businesses. He then became an advisor and financial guru to online education company Riverdeep, and, as an adviser and shareholder in Arnotts, as it transitioned into property and retail.  

In 2002 he set up Newcourt, a security and recruitment company which he listed on the stock market in 2006, before eventually exiting.

The businessman Niall McFadden

McFadden had a ravenous appetite for deals. It made him a multi-millionaire and brought him into all sorts of businesses: printing, publishing, classified adverts, recruitment, radio stations, property, golf clubs. In his 2010 memoir the developer Simon Kelly said McFadden, a business associate, could “smell money like a shark can smell blood”.

In 2004 McFadden had another idea. He wanted to consolidate and stitch together a number of smaller firms in construction, security fences, construction services and home entertainment installation services in order to make a large facilities business. It was called Siteserv. McFadden needed someone to run this business. Enter Brian Harvey. 

Harvey had studied economics and politics in UCD around the same time McFadden was a student at the Belfield college. After UCD, he entered public relations, working with Drury Communications for two years. 

He then moved into sales with an engineering firm called GKN before relocating to Miami with his South American wife. While there, he worked in sales with a contract logistics firm before moving back to Ireland in 2004 for family reasons. He was ready and available to run Siteserv. 

It was the final years of the Celtic Tiger, and Anglo Irish Bank was lending money at breakneck pace. McFadden had a good relationship with the bank, and it was willing to fund the Siteserv consolidation play, doling out money to help Siteserv snap up dozens of tiny businesses. In 2006, it floated on the stock market. 

In November 2006, not long after the IPO, Harvey boasted to The Sunday Times about plans to “aggressively” buy more businesses and “double” the size of Siteserv.

In the interview, Harvey described attending at a conference organised by the stockbroker Davy in the luxury Four Seasons hotel with European investors before flying to London the next day to meet even more from Britain. “I think they like the Irish story,” he remarked. 

In September 2007, Siteserv bought Sierra Communications for €52 million, a transaction that brought it into the area of installing cable television boxes and broadband in people’s homes. Siteserv’s shares jumped 13 per cent on the news, and Davy upgraded its 12-month target to €1.10 a share. 

The high was followed by a severe low, however. 

In reality, the business was a deeply troubled one. It had borrowed too much money to fund acquisitions. It was unsustainable. But its performance was masked by the residual strength of the Irish economy. When that strength began to wane, Siteserv was exposed. The value of its shares began to plummet, and investors bailed out. It was also reliant on the support of Anglo, freshly nationalised after buckling under the weight of its own debt mountain. The Irish story had soured. The Siteserv story had soured too.

It owed €150 million to Anglo Irish Bank, later renamed IBRC, a huge debt it was unable to repay.

A decimation of wealth

The collapse of the Celtic Tiger, and the destruction of wealth it triggered, impacted upon the fortunes of Niall McFadden and Brian Harvey.  The value of Harvey’s shares in Siteserv had been decimated. Plus, he owed €1.7 million to Anglo, money he had borrowed to invest in three ventures promoted by McFadden. 

Each one, he would later say, was a “disaster”. He was however still running a significant business, so it wasn’t all bad, but he was no longer very wealthy. 

McFadden’s position however was dreadful. Corporate entities he was involved in borrowed €500 million from Anglo between 2003 and 2008. He personally borrowed €7 million, and he had personally guaranteed €8 million more of corporate borrowings. 

On top of this, he personally guaranteed €66 million of corporate or co-ownership borrowings to various banks including Anglo. 

Veteran Anglo banker Michael O’Sullivan was in charge of lending to McFadden and his related entities. McFadden would later tell the IBRC Commission: “Now I borrowed too much and he [O’Sullivan] lent me too much, he was the drug dealer, and I was a drug user. It was quite, as my wife tells me, it wasn’t a great place to be.”

In December 2008, McFadden stopped servicing his debts to Anglo. Unsurprisingly, the bank was not pleased. O’Sullivan would later tell the IBRC Commission that McFadden told him: “My wife has money, and you’ll never see a penny of it.”

Anglo wanted to know more about McFadden’s financial affairs. For example, it knew McFadden was earning a €150,000 consultancy fee from Siteserv, and it wanted to know more about that. 

‘Rucking and mauling’

Niall McFadden’s friendship with Denis O’Brien doesn’t go back as far as it does with Brian Harvey. O’Brien is a UCD graduate also but he received his degree in 1977. He was not a contemporary. In 2007 McFadden bought a house from O’Brien on the Mount Juliet estate in Co Kilkenny. O’Brien lived in a larger house nearby, and the two became friends. By 2009, McFadden’s fortunes had shifted and from 2009 until 2013, O’Brien gave him informal advice about what to do in relation to his debts. He helped McFadden reach agreements with some of his banks, and he tried to do so with Anglo. “I went into bat for him basically,” O’Brien would later tell the IBRC Commission. He also helped him to try and reach a deal with Anglo. “I was in rucking and mauling for him,” O’Brien said. “I thought we had a deal but then it just disappeared. It was very frustrating.” 

McFadden said O’Brien had set up a meeting between him and O’Sullivan in his office. At this meeting, the Anglo banker said he was determined to bankrupt McFadden. “Denis just looked at the two of us and went. He didn’t quite say ‘I give up’. But that was probably the last time I ever spoke to Michael O’Sullivan and where I realised there was really no fixing it.”

The IBRC Commission found in its draft report that there was nothing untoward or improper in any of this. O’Brien was just trying to help a friend in a time of need. 

However, the dispute between Anglo and McFadden over his debts is important within the context of the financier’s involvement in future events related to Siteserv. 

In its draft report, the IBRC Commission said that from that as early as February 2010, McFadden was “anxious at all times to conceal” from Anglo that he might have any involvement with Siteserv. For example, in February 2010, Citibank contacted Anglo on behalf of an unnamed hedge fund about acquiring Siteserv’s debts. This fund was called Trafalgar, and McFadden had briefed the hedge fund on Siteserv. In an email to Trafalgar, McFadden stressed: “It is vital that I stay in the background on any dealings with Anglo.” Nothing came of this approach, but the IBRC Commission found in its draft report there was a “pattern of behaviour” by McFadden of concealing his interest in Siteserv. 

There was a similar theme in relation to payments from Siteserv. In late 2009 Anglo demanded that Siteserv terminate his €150,000 consultancy payment as it felt Siteserv could not afford it, and McFadden was providing no value.

The bank repeatedly sought confirmation from the chairman of Siteserv, the veteran accountant Hugh Cooney, that it was no longer paying McFadden.

It was only on November 22, 2010, that Siteserv, by now a deeply troubled company, terminated McFadden’s €150,000 a year. Harvey told the IBRC Commission the delay was because he “didn’t get around to it”.

Harvey defended his decision not to end this contract sooner, because he claimed the bank had a “personal vendetta” against McFadden. (There is no evidence to support this. The bank was simply trying to recover money for the taxpayer.)

In January 2011, Anglo again pressed Harvey to find out if the €150,000 payment to McFadden had been halted. Harvey told Anglo it had ended in July 2010 (not November 2010).

From that moment on Harvey never mentioned McFadden to Anglo again. The bank believed McFadden was now off the pitch. However McFadden continued to advise Harvey well into 2011 as the CEO of Siterserv as opposed to the company, and he continued to be paid by the company until November 21 2011, as he served a 12-month notice period the bank didn’t know about.

McFadden meanwhile denied at all times that he was doing anything wrong in terms of dealing with his debts. 

There is no suggestion that he was. But as a big non-performing borrower understandably Anglo wanted to know about his assets.

The chosen few

After the financial crash, Siteserv was in serious trouble, but it was not however a major priority for Anglo Irish Bank. After all, it had far bigger issues to deal with as it fought to reduce the losses facing the Irish taxpayer following its 2009 nationalisation. Siteserv was a significant employer, but its debts were unsustainable. Anglo could have appointed a receiver to Siteserv, a corporate seizure that would have given it total control. But this would have been a disaster as it would have threatened its ability to trade. The bank – rightly – decided to work with Siteserv on a consensual sale of the business that would maximise the bank’s return while protecting the business. The main reason it took this approach was to protect Siteserv’s hundreds of employees. 

On September 5, 2011, a sale sub-committee was set up by Siteserv to sell the business. The chair of this committee was Robert Dix, a partner with KPMG from 1998 until 2008, and the company’s senior independent director. 

In April 2011, Dix had been appointed by IBRC to the board of various Quinn Group companies as it sought to take control of Sean Quinn’s manufacturing empire through the appointment of a share receiver. He was very busy pursuing Ireland’s richest man and his family all over the world in Ireland, Ukraine, Russia, India and elsewhere. 

The other member of the Siteserv sale committee was Patrick Jordan, who had previously run a business that had been acquired by Siteserv before the crash. Anglo appointed Walter Hobbs to represent its interests.  Hobbs started his career in KPMG, but he had also worked in venture capital and banking, and was running a small consultancy firm called Virgo at the time of his appointment. There was no written agreement between the bank and Hobbs. 

On September 21, 2011, the Siteserv sale committee met along with its advisors KPMG and Davy. Eight potential bidders for Siteserv were invited to bid for the company. Siteserv didn’t advertise the fact it was for sale publicly due to fears that this could undermine the company. Three parties invited to bid subsequently pulled out, so two other parties were invited to replace them. 

There were other meetings that were not known about by Anglo at the time also.

On September 30, 2011, Des Carville of Davy forwarded the Siteserv bidder list to Tony Mulderry, a corporate finance advisor. Carville was friendly with Mulderry, and said he trusted him. Carville later introduced Mulderry to one of the bidders on the list called Sandton. Unknown to Carville, however, Mulderry forwarded the bidder list to Niall McFadden. 

Later Carville asked KPMG to send Mulderry a copy of the information memorandum prepared to sell Siteserv. Mulderry also sent this to McFadden, again unknown to Carville. Mulderry told the IBRC Commission he had only sent these documents to McFadden in order to get his opinion on the business. 

Mulderry was trying to convince David McCourt and a company called Gores to bid for Siteserv, so he wanted all the information he could get in order to get a job helping them. (McCourt, working with a different consortium, is best known for winning the €3 billion National Broadband Ireland contract but that didn’t happen until November 2019). 

On December 1, 2011, McFadden met with McCourt and Gores at Mulderry’s request. Afterwards this group decided to bid for Siteserv, and they were accepted to the list. 

However, unknown to either Davy, KPMG or Mulderry, McFadden decided to also send the information memorandum to Denis O’Brien to see if it piqued his interested.

The IBRC Commission would later state in its draft report that McFadden had “no authority” to send this information to O’Brien and this was an “unauthorised disclosure of confidential information by Mr McFadden to Mr O’Brien”. The IBRC Commission’s draft report found that O’Brien did not ask for this information to be sent to him and “no blame attaches to Mr O’Brien”. None of the sales sub-committee set up by Siteserv knew that McFadden had done this. 

However, it had the effect of attracting O’Brien’s interest. Siteserv was now on his radar.

The longlist

Siteserv was in play. After Denis O’Brien expressed an interest in the bidding for the company he was allowed into the race. O’Brien was a performing borrower of the bank, so it would have been hard for it to tell him no. He was also a significant employer. 

Eight bids were received for Siteserv on December 7, 2011, ranging from €35 million to €70 million. Each of the bids had different conditions so the task for Siteserv and its advisors was to work out which would deliver the highest price without undue execution risk. 

The bidders were:

  • Lincolnshire, 
  • TVC, 
  • Sandton, 
  • Rutland, 
  • Denis O’Brien, 
  • Anchorage, 
  • Gores and 
  • HIG. 

Sandton had the highest headline bid at €70 million. Anchorage came in at €60 million. O’Brien’s bid was between €42 million and €47 million. At a headline level he was not in the top four. 

On December 9, the Siteserv sale committee met the company’s advisors to consider the eight bids. Hobbs would later say this was the first time he learned of O’Brien’s potential involvement, and that he felt he was “the last person in the room to hear about it.” Hobbs had no issue with O’Brien bidding, but he was conscious there were “sensitivities” because of his profile – O’Brien ranked among the country’s richest men. 

That very day, another executive in IBRC, Tom Hunersen, told his colleagues Pat Walsh and Karl Cleere that he’d heard O’Brien was in the running for Siteserv in the market. Cleere, an executive in IBRC, then contacted Hobbs to find out if this was true, and Hobbs confirmed it was. After Mike Aynsley, the Australian-born CEO of Anglo, was informed about the O’Brien bid, he told his team to ensure there was “additional strength” around its governance, because of O’Brien’s high profile. He asked another senior IBRC banker, Richard Woodhouse, to step aside from any decision making, as he was conscious there could be a conflict of interest as he was also O’Brien’s relationship manager for his main business interests with the bank. An American called Tom Hunersen was put in charge instead. 

*****

During the Siteserv sale subcommittee meeting on December 9, 2011, some argued O’Brien should be excluded as his bid was too low, and that they should go forward with just the top four bids. Dix argued the top six bidders should go forward. Eventually, the committee agreed to go with the top six. It was not an unreasonable position. After all, more competition could deliver a higher price for Siteserv. There was a debate however about how serious O’Brien was with his bid. Harvey knew that McFadden was responsible for introducing O’Brien to the bidding race, but did not mention this at the sub-committee meeting. Robert Dix was the chair of the Siteserv sales committee, and the listed company’s senior independent director. Dix was at this stage planning to go on a “bootcamp” holiday the following month with both McFadden and O’Brien. He did not disclose this plan, despite also knowing it was very likely the sale process would still be ongoing at that time. 

The IBRC Commission said in its draft report that Harvey should have disclosed at this meeting that he knew McFadden had introduced O’Brien to the bidding, and Dix should have mentioned his holiday plans with O’Brien.

The [email protected] emails

The Siteserv story is ridden with rumour. This led to falsehoods about the deal being aired in the Dail.  It is noteworthy in relation to the sequence above that a number of false allegations were made that were circulated in anonymous emails from an account called [email protected] which were sent to the then Taoiseach Enda Kenny, various TDs, the Financial Regulator, and the ODCE. This account, for example, made various allegations that Richard Woodhouse showed favouritism towards O’Brien, which the IBRC Commission’s draft report found were untrue. All substantive allegations made by this account were found not to be true by the IBRC Commission: and yet for years these false statements were out there and some of them even made their way into the public record in the Dail. For parties who have lived under the shadow of false rumours, the length of time the IBRC Commission took to prepare its final report must be frustrating as they wait for their reputations to be cleared.

So who was behind the account? IBRC appointed Kroll, the forensic corporate investigators, to try and find out but it came up blank. Some believe that the person spreading false information about IBRC is a person with a personal grudge against certain individuals involved in the bank. Maybe, maybe not. For certain IBRC had made some powerful enemies who might have wanted to undermine it. Bankers in IBRC had received death threats and credible information they were being followed. At one stage there was a rumour of a borrower planning a kompromat sting. There were rumours of Russian agents, and in 2014 an individual (now facing economic sanctions) claimed to me to have documents about various politicians and their personal loans. IBRC also attracted the “two plus two equals five” brigade who while often well-meaning used unconnected facts to concoct a narrative which combined truth and lies. 

But the whistlbx email is so obviously wrong, whoever it was seems unlikely to have been close to the action. It missed the real story.

Meetings followed by meetings

As Christmas 2011 approached, it was time to move towards the second phase of the bidding process. KPMG prepared an Independent Business Review (IBR), which was sent to the six remaining bidders on December 22, 2011. Some information in relation to company margins and profitability was redacted from the IBR for confidentiality reasons. (O’Brien’s advisors Island Capital received an unredacted version of this report in February 2012, when it was granted exclusivity by Siteserv. No one else received it.) 

There was another issue too around a contract with Petroplus, a company which had run into difficulty, to which all six bidders were alerted. (This deal would become more significant later on.)

Brian Harvey

All six bidders had to sign a confidentiality agreement stating that they would not contact Siteserv without the approval of KPMG or Davy. Nonetheless Harvey would meet five of the six bidders without telling his advisors. 

Harvey said this was to get to know the potential bidders, and that no sensitive information was disclosed. Harvey’s meeting with Dermot Hayes and Liam McGrath of O’Brien’s Island Capital took place over three hours in their office on January 16, 2012. “The company’s advisors were not present and knew nothing about it,” the IBRC Commission found in its draft report.

Island Capital’s scheduled meeting with Siteserv was four days later on January 20. Harvey claimed that he was sent to this earlier January 16 meeting by Neil Collins of KPMG. Collins denied this, and his evidence was accepted. “The Commission is of the view that Mr Harvey’s evidence on this matter is misleading and untruthful,” the IBRC Commission concluded in its draft report.

The discussion that took place on January 16 did not differ from discussions with other bidders. However, there was one potential difference. Harvey gave Island Capital a summary document setting out Siteserv’s “key opportunities and a list of its main competitors”. The existence of this document was unknown to Siteserv’s advisors. 

Niall Devereux – Siteserv’s CFO who is described as a “truthful witness” by the IBRC Commission – said the topics in this document were discussed at other bidder meetings. Harvey said the document was only a reference note for himself, but he could not recall giving it to any other bidder. 

Hobbs would later say that he believed an advisor should have been present at this meeting with Island Capital. Island Capital then went ahead with its January 20, 2012, meeting with Siteserv in the presence of the company’s professional advisors. Harvey, Devereux, Hayes and McGrath did not mention to Siteserv’s advisors at this meeting that they had already met just four days earlier.

There were other meetings that were not known about by Anglo at the time also. TJ Malone was the managing director of Siteserv’s most important subsidiary, Sierra Communications. He had worked previously for O’Brien in his telecoms business in 1999-2000 and 2000-2001. Harvey told Malone in late November or early December that O’Brien was bidding for Siteserv. Malone said he met Dermot Hayes of Island Capital on December 9, 2011, and January 1, 2012. Malone said his conversations were very general, and he denied giving any “inside information”. Hayes told the IBRC Commission he had no recollection of meeting Malone, but he did not deny he met him. 

Other bidders had asked to meet the leaders of Siteserv’s subsidiaries, but they had been denied this opportunity by Siteserv’s advisors for reasons of confidentiality. In its draft report, the IBRC Commission said the January 16 2012 meeting between Harvey/Devereux and Island Capital “breached the sales process” and should not have taken place without the consent of Davy or KPMG as required by the process letter. It said the Malone meeting also “breached the sales process.” It said despite this breach, it did not find any evidence that Island Capital obtained information at these meetings that gave them an “unfair” advantage. It did state, however, that this was a further sign of a “pattern of undisclosed meetings and communications” between Harvey directly or via McFadden with Island Capital. 

*****

On Sunday January 15, 2012, I wrote a story for The Sunday Independent suggesting that Siteserv was up for sale. After news of the potential sale emerged, 12 new parties tried to make a bid for the company, but they were not allowed to enter the process by Siteserv or Anglo. The IBRC Commission said this was not unreasonable given the advanced stage of bidding. 

Deductions

Second round bids were due to be submitted by 5pm on Monday, January 30, 2012. Each bid had to be considered separately by Siteserv’s advisors, as each bid had conditions attached. In the run up second round bids, Davy’s Des Carville was in contact with Anchorage. Carville had a good relationship with Anchorage at the time; as early as April 2011 he had introduced Harvey and Devereux to them on a trip to London. In the run up second round bids Anchorage asked Carville what it should bid. Carville said he thought headline bids would be in the late 40s.

Vlad Bermant of Anchorage said the guidance he was given was even more specific – to bid between €46 million and €48 million. He also said he couldn’t recall all the specifics of his conversation with Carville. Internally within Anchorage, the discussion was around bidding over €50 million, but it believed there would be three rounds of bidding, so it didn’t want to disclose its hand fully. Dan O’Connor, an advisor to Anchorage, remembers discussing bid strategy with Bermant and being told: “There will be another round.” 

On January 30, 2012, Anchorage submitted its second round bid with a headline price of €48 million. It had various conditions attached to its bid.

Island Capital also submitted a bid that day of between €45 million and €48 million. It was conditional on no material adverse change in the business, and various issues being dealt with such as taxes, the Petroplus contract, being able to review certain contracts. 

Rutland, Lincolnshire, Sandton, and the Gores Group all also submitted bids. On January 31, KPMG and Davy produced a spreadsheet with their preliminary views. They discussed the bids with Hobbs. IBRC executive Karl Cleere told the IBRC Commission he had the impression at this time that three bidders would be brought forward to another round, and those likely to be advanced were O’Brien, Anchorage and Gores. Dix was briefed on a call by Davy and KPMG on the second round bids. The advisors decided to deduct €1.5 million from O’Brien’s bid in respect of certain issues. They reduced €2.6 million from Anchorage’s bid, about €1.1 million more than they did from O’Brien’s bid. The advisors said they arrived at this deduction from Anchorage’s bid after discussions with the firm. However, the IBRC Commission said it was “not clear” that Anchorage knew this, or that it agreed with this deduction at that time. Nonetheless, its bid was marked down.  

On February 6, 2012, the sale subcommittee of Siteserv met and decided it would tell IBRC it was moving ahead with O’Brien and Anchorage in a third round of bidding. On February 8, 2012 Siteserv and its advisors met the bank, renamed as the IBRC, and told it that the bidding was down to two players. The bank was told that O’Brien’s bid was highest by €2.1 million. This was because the advisors said it had had to make various deductions from the Anchorage bid. 

The advisors estimated for example that Anchorage would want a deduction of €1 million related to taxes, but O’Brien they said wanted zero deducted for taxes. The advisors determined this deduction from Anchorage’s offer, not by asking the fund, but by basing it on the calculations from another unrelated bidder. From the perspective of the bank and Siteserv advisors, not a lot turned on exactly who was highest between Anchorage and O’Brien. A third and final round would after all determine the winner, so they could thrash out the details then. 

As all the bidders were preparing to submit their round two bids on January 30, 2012, there was something else going on. Two days earlier, on a Saturday, Robert Dix, the chairman of the Siteserv sale sub-committee, travelled to St Moritz in Switzerland to meet up with O’Brien and Paul Connolly, an old friend of O’Brien who he had nominated to the board of Ireland’s biggest media group INM to represent his interests. It was a personal trip. Niall McFadden was there too.

Next: Unravelling Siteserv: Part 2 – From a bootcamp in St Moritz to a management incentive plan