A High Court judge will decide next month whether to continue or discharge two injunctions granted arising from a bitter dispute between the development company run by Johnny Ronan and its co-investor in three planned high-profile developments in Dublin with an estimated total value of €1 billion.
Ronan Group Real Estate (RGRE) last Friday obtained an interim injunction against its co-investor, DigitalBridge Inc, formerly Colony Capital, restraining the completion of the sale of its stakes in the developments to US group, Fortress Investment.
The developments are the Waterfront mixed residential and commercial development in Dublin’s north docklands, Facebook’s new European headquarters at Fibonacci Square, in Ballsbridge and the Spencer Place development in the docklands that includes a headquarters tower for tech firm Salesforce and a luxury hotel, the Samuel, to be operated by the Dalata Group.
Just a week earlier, RGRE had secured another interim injunction restraining Digital Bridge appointing a receiver to the Waterfront assets over an alleged €317 million debt. DigitalBridge owns some 70 per cent of Waterfront.
On Wednesday, Mr Justice Denis McDonald agreed that both injunctions essentially arose from the same set of facts.
He fixed November 23rd for the hearing of applications by RGRE aimed at having both injunctions remain in place pending the full hearing of the dispute between RGRE and DigitalBridge/Fortress.
When RGRE initiated its proceedings earlier this month, they were taken against DigitalBridge and various related companies but Fortress Investment Group and a related company, CF Troy Holdings, have since been added as defendants.
Rossa Fanning SC, for Fortress, told the judge on Wednesday that its concern related to the change of control injunction which, if confirmed, could cause it significant commercial loss and damage.
Mr Fanning and Lyndon MacCann SC, for DigitalBridge, said, in the interests of ensuring the interlocutory injunction hearing proceeds as planned on November 23rd, they were reluctantly neither consenting nor objecting to the interim orders continuing.
The judge continued both injunctions pending the November 23rd hearing.
Origin of dispute
On the application of James Doherty SC, for RGRE, on consent of the defendants, the judge also made various directions for the exchange of affidavits for next month’s hearing.
The dispute stems from an agreement this year by Digital Bridge to jettison its non-digital assets, agreeing a $2.7 billion (€2.3 billion) transaction to sell its European property assets to Fortress. It is proposed that Digital Bridge’s joint ventures with RGRE be wrapped into that deal, over objections from Mr Ronan.
RGRE claims this breaches an oral agreement reached with Digital Bridge last December to sell its interests in the Dublin developments to a consortium backed by South African institutional investors.
In an affidavit seeking the change of control injunction last week, RGRE chief executive Rory Williams said the purpose of the deal with Fortress appeared to be to transfer, inter alia, Colony’s legal, beneficial and/or economic interest in the joint venture between RGRE and Colony and Colony entities under investment agreements to CF Troy Holdings LLC, an affiliate of Fortress.
Colony appeared determined to keep RGRE “in the dark” about what the transaction would involve for the joint ventures between RGRE companies and Colony and his side was concerned there is a risk that completion of the deal was imminent.
Mr Williams said RGRE had a good relationship with Colony for many years built on the close personal relationship between Mr Ronan and Tom Barrack, founder of Colony and its former CEO. Mr Ronan had believed until very recently the December agreement would be honoured, Mr Williams said .
Both he and Mr Ronan are “surprised and disappointed” at the attitude of Marc Ganzi, the new chief executive of Colony who had texted Mr Ronan saying: “I have no idea what deal you cut with Tom [Mr Barrack] but to be clear Tom is gone and anything not in writing doesn’t exist”, Mr Williams said.