Scared into action? Communications minister Eamon Ryan faces a major problem if Eircom defaults

Everyone likes to declare their righteous indignation over what has happened to Irish banking, but events at Eircom are usually greeted with a resigned shrug of the shoulders as moral fatigue sets in.


The watching public and Ireland's business community can no longer be shocked at the various changes of ownership at Eircom and the consequent neglect of telecoms infrastructure.


The moral fatigue has worsened since the company was bought by Australian private equity fund Babcock & Brown Capital (BCM) in May 2006 for almost €2.4bn.


BCM started out as a satellite fund of Babcock & Brown Limited, which itself has gone into administration after choking on its own leverage. Under BCM's ownership, Eircom was loaded up with net debt of €3.8bn and many of its assets were stripped and sold off, including its masts and property holdings. It's always worth remembering that the crippling debts are secured on the assets of Eircom itself and are non-recourse to BCM.


The public and the government were told the asset sales were needed to produce cash to improve Ireland's telecoms infrastructure, but there has been little sign of any payoff.


Fixed-line prices at €25 a month are the highest in the EU. Access for competitors to Eircom's wholesale services is described by the EU as "expensive and unreliable". As for DSL broadband, there is no coverage in almost a third of rural Ireland.


All this is fairly depressing, but astonishment is the only response one can summon in reaction to the offer submitted on a website last week by a group of former BCM managers who now want to buy the company, including Eircom, using a special-purpose vehicle. Quite simply, this offer has to go down as one of the most outrageous gambits ever tabled in Irish business.


The Australian bidders, who rather embarrassingly call themselves the Liffey Bridge group, have designed a bid so nakedly opportunistic and audacious it would even give hard-nosed private equity buccaneers a pang of conscience.


The Liffey men, including the man who ran Eircom over recent years, Rex Comb, and the chief architect of the original BCM/Eircom takeover, Rob Topfer, claim that Eircom will breach its debt covenants within 18 months and this "looming default" gives them the chance to extract concessions from government, unions, debt-holders, pension trustees and the Employee Share Ownership Trust (ESOT).


To get a flavour of their subtle approach to future negotiations, the Liffey men include this charming sentence: "Government can't afford a defaulting telco alongside three defaulting banks".


Nowhere in the document does it even linger over the idea that some of the Liffey Bridge group members themselves might hold at least a modicum of responsibility for the amount of leverage built up at Eircom. Neither Comb nor Topfer considers the idea that a "looming default" might be reasonably taken as an indication that their stewardship of the company was not particularly successful.


After loading up Eircom with crippling debts, their proposal now includes the idea of using Eircom's last pot of cash, which stands at €285m, to pay off junior bond-holders. As for the workers at the company, the pitch there is not very seductive – compulsory redundancy, wage freezes and something called "more realistic" redundancy terms.


In case the threat of having a defaulting telecoms firm was not enough to scare communications minister Eamon Ryan, into action, the bid document also talks about "reshaping" Eircom's capital expenditure plans and reducing the scale of it to bring it more in line with its European peers. From a government and taxpayer point of view, this bid is definitely a case of lose, lose.


The Liffey Bridge men then say they will charge only a modest AUS$5m (€2.75m) a year for running the new BCM and a chief executive of the new structure stands to be paid a modest AUS$4.5m (€2.48m).


The deal makes it clear that Eircom, a vital piece of national telecoms infrastructure, will effectively be imprisoned inside a new non-listed special-purpose vehicle, run by Australian managers, many of whom have led Eircom to the sorry position it is now in – a position that the Liffey Bridge group themselves admit could lead to a debt default.


But the best part of the bid is that the Liffey Bridge Group, some of whom have made tonnes of cash from Eircom, are not even proposing to fund the cash bid from their own resources or even via bank debt, but via a loan granted by BCM itself.


According to the document, posted last Thursday evening on BCM's website, BCM will provide an interest-free loan to Liffey Bridge each quarter, and this money will pay for the cash component of the deal.


But there is at least an assurance provided: Liffey Bridge will expect the loan to be signed off only once BCM is still solvent. Well that's good to know.


So ignore the loan, the AUS$5m management fees, the plans to make the workforce redundant and the smaller capital expenditure plans, and what's not to like? Well at least the Aussies by the Liffey contend they won't require the same level of management fees charged by Babcock & Brown before that company went into administration.


There is certainly plenty of headroom to reduce that cost heading alright, when one considers that BCM paid $136m in management and investment banking fees since fiscal 2006 to Babcock & Brown. Topfer, of course, is a former head of corporate principal investment at Babcock & Brown.


The only benefit arising from the tabling of such a grossly unfair and ill-conceived offer is that it may finally, belatedly, force the government to wake up to what is happening to Eircom and Ireland's crumbling telecoms infrastructure. A white knight bid, incorporating the Eircom ESOT, may also emerge. If it doesn't, anyone for renationalisation?