Social housing: finance in London

Addleshaw Goddard

The highly experienced team at Addleshaw Goddard advises banks, large housing associations, pension funds and other investors. It handles both bank and institutional investor transactions and frequently advises on public debt capital markets issuances. Finance head Steve Mackie, who specialises in structured debt transactions, frequently aids new investors on their entrance into the market. Practice head Lee Shankland, who is a ‘sector leader’, spearheads the firm's ESG/social impact group. Jennie Chilton leads the property security team, which handled the property security work on complex multiple pools of properties for all of the funders required by the £1.8bn merger and refinance of Peabody Trust and Town & Country Housing Group. Beth Collett leads the debt capital markets team. Managing associates Geoffrey McGinleyHelen Hunter and Tom McHugh are also recommended.

Practice head(s):

Lee Shankland

Testimonials

Proactive, friendly and experienced team. Always willing to help. Always willing to think about future challenges/opportunities. Great team.

Very open to discussion. Think outside the box. More than happy to offer training and support. Very focused on relationships. Strong focus on ESG & D&I agenda – is welcomed.

As well as being highly professional, knowledgeable and experienced, the team at Addleshaws are very friendly, great to work with and provide a very personal service. There is no shortage of partner engagement and support.

Lee Shankland – sector leader on the funders side of social housing. Jenni Chilton – sector leader on the funders security side. Geoff McGinley – extremely competent and great to work with. Natalie Montezuma – extremely diligent and a joy to work with.’

Steve Mackie, Lee Shankland and the whole team at Addleshaw Goddard are the forefront lenders legal adviser in the social housing finance market. There is no one in the sector with the experience, depth, knowledge and availability.

Steve Mackie is a hands-on partner who gets involved and in the mix, he is the person to turn to for advice in the sector. Tom McHugh is tireless and very experienced as a managing associate.’

Leading team in the sector for social housing acting for lender so very knowledgable and experienced.

Steve Mackie was really accommodating and invested many hours helping us understand the sector better. We value the assistance he provided us.’

Key clients

Barclays Bank

The Royal Bank of Scotland / National Westminster Bank / NatWest Markets

Santander

Lloyds

MUFG

BNP Paribas

HSBC Bank UK

Nationwide Building Society

Bank of China UK Limited

Wells Fargo

Work highlights

  • Advised all lenders to Peabody Trust Limited and Town & Country Housing Group on the refinance of circa £1.8bn of loan facilities to Peabody Trust through a mix of new facility agreements and refinancing existing arrangements.
  • Advised the existing lenders on the conversion of LiveWest Treasury Limited to a public limited company called LiveWest Treasury plc, including advising each lender on the necessary consents under existing facility agreements and changes to the existing security trust arrangements.
  • Advised bookrunners, investors and trustees on numerous private placements of between £50m and £100m.

Devonshires Solicitors LLP

Devonshires Solicitors LLP offers an ‘exceptionally experienced and knowledgeable’ service to registered providers and registered social landlords, both within London and at a national level. The group advises on all areas of finance relevant to the sector, including wholesale and retail bond issues, private placements, and syndicated and bilateral loans, as well as restructuring and property charging. In 2019, head of banking Julian Barker advised the Wrekin Housing Group Limited on a full £350m restructure of its corporate financing including facilities with existing lenders as well as new lenders.  Sharon Kirkham leads the securitisation team, which also includes Leeds-based Chris Drabble. Andrew Cowan is heavily involved in the financing of affordable housing projects for the growing urban communities in Africa. Gary Grigor is also recommended.

Practice head(s):

Julian Barker; Sharon Kirkham

Other key lawyers:

Chris Drabble; Andrew Cowan; Gary Grigor

Testimonials

Exceptionally experienced and knowledgeable, deliver value for money, can provide insight.

Julian Barker and Sharon Kirkham, in particular, should be praised for their commitment, work ethic and ongoing advice.’

Lawyers dealing with financing and security act as one and deliver a complete solution. Individuals have great experience and are up to date with market practices.

Always got time for you and know when it is appropriate to bill for their time. They will always deliver per the timetable and are really nice people to work with.’

Devonshires have a wide skill base and are able to deploy quickly to meet client need. Their rapport with other firms, regulators and other clients makes them a worthwhile addition to any tender list in this field.

Key contacts were Julian Barker and Sharon Kirkham, both of whom were outstanding in getting our deal over the line. Our needs were anticipated and both worked to ensure availability at key times so that deadlines could be met.’

Key clients

A2Dominion

Curo Group

Flagship Housing Group

London & Quadrant Housing Trust

Notting Hill Genesis

Pobl Group Ltd

Radian Group

Southern Housing Group and Crown Simmons

Stonewater Limited

The Wrekin Housing Group Limited

Work highlights

  • Advised Windsor & District Housing Association on financing matters in relation to phase one of their partnership with Yarlington Housing Group Limited.
  • Advised Clarion Housing Group on two new sustainability-linked loans which constituted a first in the sector and received a high degree of press attention. The facility agreements were arranged with Sumitomo Mitsui Banking Corporation (SMBC) and BNP Paribas, both in the sum of £100m.
  • Advised Your Housing Group on their recent refinance which involved negotiating two new loan agreements with Yorkshire Building Society and Allied Irish Bank and increased facilities with NatWest, the total aggregate amount of the facilities was equal to £325m.

Trowers & Hamlins LLP

Trowers & Hamlins LLP's team is ‘excellent at getting to the nub of matters’, and advises both borrowers and lenders in the social housing sector throughout England and Wales. An area of particular expertise is advising groups of registered providers with loan facilities and other debt arrangements. Managing partner Adrian Carter, who is the head of the banking and finance practice, uses his 30 years of experience to advise on syndicated and bilateral lending and borrowing, capital market issues and hedging arrangements. Neil Waller advises housing association clients on all types of debt finance transactions. Katie Dyer and Melanie Comer lead the real estate finance security team across the London, Manchester Birmingham and Exeter offices. Anna Clark left legal practice in 2020. Eleanor James is also recommended.

Other key lawyers:

Eleanor James; Naomi Roper; Sarah Gooden

Testimonials

Sector knowledge of housing is second to none.

Very personable approach, impressive technical knowledge but always explained and applied practically and promptly!

Team is knowledgeable, accessible and personable

The individuals we dealt with were excellent at getting to the nub of matters and helping us to focus on what was important, i.e. making complex and involved matter understandable. Some of the individuals that we dealt with were Neil Waller, Jane Kirkham, Melanie Comer and Nicola Almond.’

The social housing finance team provide expert advice in a clear and concise manner. The attention to detail and delivery within agreed timescales is excellent.

Sarah Gooden – expert in understanding complex funding and treasury structures and devising clear workable solutions.’

In-depth expertise across the whole spectrum of social housing law, with clear communication and fast turnaround times.

No-nonsense approach to issues. If something is not going to work, we are told swiftly and with minimal expense. Otherwise, a pragmatic solution is found.’

Key clients

Livewest Homes Limited

Borrowers’ Advisory Group of MORhomes

Newport City Homes

Livin Housing Limited

Catalyst House Limited

Peabody Trust

Accent Housing Limited

Sovereign Housing Association Limited

The Housing Finance Corporation Limited

bLEND Funding Plc

EMH Housing and Regeneration Limited

Network Homes Limited

Funding Affordable Homes Housing Association Limited

Clarion Housing Association Limited

Adra

Work highlights

  • Advised LiveWest Homes on the establishment of £1bn Medium Term Note Programme and debut £250 million Note issue.
  • Advised Catalyst Housing on all the finance aspects of its merger with Aldwyck relating to £1.5bn of debt and including due diligence for around 10,000 properties.
  • Advised Bromford Housing Group on raising £240m funds in 2019 through 3 private placements and one forward purchase agreement in relation to a bond issue.

Allen & Overy LLP

Allen & Overy LLP specialises in advising on capital markets issues in the social housing space; it has advised on the vast majority of listed bond issues in the sector over the last decade. Consultant Geoff Fuller has extensive experience of advising on debt capital markets issuance and derivatives and structured finance work. Fuller worked with senior associate Amanda Lemesle Adams to advise on 14 out of the 19 listed bond issues in the sector in 2019.  Elsewhere, the broader practice covers derivatives and structured finance work. Greg Brown acts for both lenders and borrowers primarily in the context of group financing structures.

Practice head(s):

Geoff Fuller; Greg Brown

Other key lawyers:

Amanda Lemesle Adams

Testimonials

Speed, accuracy, efficiency, knowledge and advice.

Geoff Fuller and James Avison are a superb team that always deliver within set timeframe and fees. Their knowledge is second to none.’

A&O real estate can be trusted to get the job done particularly on social housing bonds, which often have tight timescales and thousands of units. The team are highly experienced and are fully engaged at all times.

Kathryn Witton is my go-to lawyer – knowledgeable, experienced and always delivers. Brilliant person to have on a deal team

Key clients

Clarion Housing Group

Prudential Trustee Company Limited

Places for People Group

Royal Bank of Canada

Banco Santander SA

Work highlights

  • Acted for the joint bookrunners, bond trustees and security trustee on an indirect issue of secured bonds by Accent Capital plc. This transaction had an order book of more than £1.3 billion, 5.8 times oversubscribed.
  • Acted for the joint bookrunners, bond trustee and security trustee on an indirect issue of secured bonds by Incommunities Treasury plc. This bond issue supported the delivery of Incommunities’ “Improving lives to 2040” strategic ambitions and goals. Incommunities received over £1 billion of orders from over 50 institutional investors.
  • Advised the bookrunners to MorHomes (a new funding agency owned by 62 housing associations) on the establishment of a £5bn Secured Euro Medium Term Note Programme, the inaugural issuance and all subsequent issuances thereunder.

Anthony Collins Solicitors LLP

Operating from Birmingham and Manchester, Anthony Collins Solicitors LLP ‘provides a bespoke service’ to borrowers across the UK on capital markets, property charging and joint venture issues. The group is particularly active advising housing associations on bond issues and private placements. Practice head Natalie Singh demonstrates ‘excellent commercial knowledge’ in advising on capital markets issues and previously advised on the first ever public bond for a housing association. Jon Coane handles the structuring and documenting the funding of property development joint ventures for housing associations. Ranjit Bassey leads the specialist property securitisation team. Will Allen  departed to join Addleshaw Goddard  in 2019.

Practice head(s):

Natalie Singh

Other key lawyers:

Jon Coane; Ranjit Bassey

Testimonials

Willing to pull out all the stops to get the job done.

Simply very nice people to deal with.’

From Jon Coane as partner and throughout the whole team, they adopt a professional, engaged and efficient approach to supporting clients. They have risen to the high challenges I have set them at times as a client and have always delivered no matter the situation. They are also easy to talk to and have practical and pragmatic conversations, alongside their focussed expertise advice.

Jon Coane in particular. Engaging, sense of humour, up for big challenges even with near impossible client requirements. Underpinned by evident strong experience and technical knowledge, conveyed in clear and easy to understand ways. Also proactive and structured – traits often lost in some other big firms operating in the sector; this is evident in all I have dealt with at the organisation.

Sector knowledge, experience and presence in the social housing practice is strong Good resourcing and availability

Natalie Singh – Finance & funding – excellent commercial knowledge, excellent at finding practical solutions, delivery to schedule and budget.’

Natalie Singh knows her onions and is very responsive, pushing transactions forward. She always has a good grip on all transactions, unlike AGs, Trowers and Devonshires that often leave juniors exposed and without partner input. Jon Coane supports Natalie and leads on more vanilla transactions and is always affable to deal with.’

The funding team led by Natalie Singh are a pleasure to work with. They are professional, skilled, knowledgeable people that you can rely on when dealing with complex legal matters. They go the extra mile to ensure that work is completed to deadline and find solutions when things are not going quite to plan. I have used other firms for funding legal work in the past but none have been so reliable and knowledgeable as ACS and as easy to work with.’

Key clients

Housing Plus Group

Futures Housing Group

Golding Homes

Citizen Housing Group

Rooftop Housing Group

Mid Wales Housing Association

Walsall Housing Group

Greenfields Community Housing Association

Riverside Housing Group

Thirteen Housing Group

Work highlights

  • Advised Housing Plus Group on the restructuring of the majority of their loans with Nationwide, Clydesdale, BAE and Canada Life from existing group housing associations, Severnside and South Staffordshire to a group special purpose treasury vehicle to enable the group to leverage their existing group housing stock more efficiently.
  • Advised Citizen Housing Group on the funding aspects connected with a group amalgamation. This involved the substitution of a bond issuance vehicle within the group and amendments to the suite of bond documentation across the two bonds that Citizen has previously issued (in 2012 and 2017 respectively).
  • Advised Golding Homes on its £100m revolving credit facility with Lloyds Bank as well as its new £100m NatWest loan facilities and their restated Santander loan facilities to secure additional funding of £20m.

Pinsent Masons LLP

Pinsent Masons LLP advises on the full range of financial transactions in the social housing market, including bilateral and syndicated lending, private placements, public listed bonds, joint ventures and development finance. The group is noted for its national coverage with offices in England, Scotland and Northern Ireland. Practice head Sarah Whitty advises funders in the sector, including clearing banks, pension funds, alternative funders and local authorities. Edward Sunderland is instructed on EMTN programmes, private placements, listed bonds and commercial paper financing. Legal director Alexis Hayworth, who arrived from Allen & Overy LLP in 2019, acts for banks on publicly listed debt capital markets transactions. Sophie Al-Mahdawie is also recommended.

Practice head(s):

Sarah Whitty

Testimonials

The PM team has always been a pleasure to work with. Unlike some teams, they do take a pragmatic view when appropriate.

Sarah Whitty and Sophie Al-Mahdawie. They are both reasonable people to deal with, pragmatic and helpful. Sarah is a lot more experienced than Sophie and that sometimes comes across. Sarah is also technically very strong. No particular weaknesses.

I have also worked with Kathryn McBride. She too was very helpful and a pleasure to work with.’

They are well known within the sector and have a very strong profile with the banks and some of the PP investors. They understand the marketplace and the sector and can therefore tailor arrangements to the sector. They are proactive and ‘get the job done’ and are a good team to work with.

Sarah Whitty is proactive and has a strong understanding of the sector in which her clients operate. She is knowledgeable and has strong technical skills.

Edward Sunderland has a growing profile in relation to debt capital markets and is often sought out to advise for investors on private placements.’

Key clients

NatWest Markets Plc

The Royal Bank of Scotland plc/Natwest Bank plc

HSBC Bank plc

Nationwide Building Society

Barclays Bank plc

Lloyds Bank plc

L&G

M&G Investments

Sumitomo Mitsui Banking Corporation Europe Limited

Homes England (trading name of Homes and Communities Agency)

Allied Irish Bank

Bevan Brittan LLP

Led by Jonathan Turner and David MooreBevan Brittan LLP primarily advises borrowers on the full range of financial transactions, including private placements, intra-group loans and loans to joint ventures. Wendy Wilks and Richard Stirk co-head the property charging team, which advises on security charging projects in connection with public bond issues, group restructures, security reorganisations and releases. The practice, which has seen significant expansion in recent years, has been strengthened further by the arrival of Louise Leaver from Winckworth Sherwood LLP in 2020. Leaver has over 20 years of experience advising on all types of loan agreements, security documentation, inter-creditor and security trust arrangements and capital markets issues.

Practice head(s):

Jonathan Turner; David Moore

Testimonials

‘Very detail focused and supportive with a strong view on communicating risks and opportunities to us as a client. Advice given considers the materiality of risks and their outcomes which is especially useful for making judgement calls. Overall breadth of experience of supporting similar transactions is very strong. ‘

‘Wendy Wilks is very considered and gives clear advice on findings – including risks and opportunities. She is very efficient and has shown significant understanding and support for us as a client – regularly monitoring and supporting us by highlighting actions and next steps. Her level of detail focus has given us significant confidence on a very high profile and complex transaction.’

Key clients

Together Housing Group

Warrington Borough Council

Solon South West Housing Association

Places for People

The Housing Finance Corporation

Affordable Housing Finance Plc

Brio Retirement Living (Chapelton) Limited

Croydon Churches Housing Association

London Borough of Redbridge

The Pioneer Group

Work highlights

  • Advised Places for People in relation to a joint venture with Ashley House plc to deliver extracare housing in Hampshire.
  • Acted for Metropolitan Thames Valley Housing in connection with its portfolio of 221 units to be charged to National Australia Bank to partly secure a new £75 million loan facility.
  • Refinanced a Santander facility for Croydon Churches Housing Association.

Clarke Willmott LLP

Based in Cardiff, Clarke Willmott LLP is instructed by both borrowers and funders to handle bilateral and syndicated funding loan agreements, private placements involving institutional investors, aggregated bonds, debt capital markets issues and development finance. The team also handles property security work, undertaking property due diligence and preparing certificates of title and dealing with title rectification and registration of titles. Group lead Vicky Kells works with numerous housing providers, ranging from G15 associations to those operating at a rural level. Fraser MacRae is experienced in all aspects of secured funding.

Practice head(s):

Vicky Kells

Other key lawyers:

Fraser MacRae

Testimonials

Knowledge and experience within the sector along with local presence.

Good communication through the process – Fraser Macrae and Vicky Kells.’

The practice is very astute in its appointments of new staff to the team, ensuring it adds people with expertise and more importantly who are good at building relationships. This gives a good level of comfort in appointing the right firm to act on your behalf.

The individuals in the team are very knowledgeable about the subject matter and proactive in seeking solutions to any issues that arise. Also very approachable and keen on building good working relationships.’

Very helpful – do their best to get best outcome for us.

Always quick to respond and to try and help with issues.’

Problem-solving – they work to get the highest achievable security value and also to make the properties as securable as possible in the future not just for the current deal. For example, we will only use indemnity insurance as a last resort.’

Key clients

London & Quadrant

Optivo

Hafod Housing Association/Hendre Group

Wales & West Housing Association

Gr?p Cynefin

Triodos Bank

Handelsbanken plc

Melin Homes Limited

Metropolitan Thames Valley

Principality Building Society

Work highlights

  • Advised Hendre Group on the restructure of its corporate group, including a transfer of engagements of Hafod Care into Hafod Housing Association, obtaining consents and a simultaneous refinance of three loan facilities and updating the property titles.
  • Carried out all due diligence and put in place mortgage security over two purpose-built private rented sector developments (323 flats and houses) to support L&Q PRS’s £125m loan facility.
  • Advised Triodos Bank on a number of new loans and amendment/restatements, with accompanying property security, made to RPs and RSLs across England and Wales.

Clifford Chance LLP

Clifford Chance LLP has a ‘strong and deep presence in the social housing finance sphere’, having advised funders and investors in the sector for over 30 years. Recent highlights included advising Goldman Sachs on its entry into the market through the grant of a £50m revolving credit facility. Angela Shepherd  demonstrates ‘fantastic industry knowledge and attention to detail’ in advising on the property and project aspects of transactions. Paul Deakins leads on the group’s bond and capital markets transactions. Alistair McGillivray leads the team and has experience in all areas of real estate finance.

Practice head(s):

Angela Shepherd

Other key lawyers:

Paul Deakins; Alistair McGillivray

Testimonials

The social housing team at Clifford Chance LLP are very knowledgeable and experienced in the sector having been instructed on many transactions and security charging exercises. When we have instructed the firm they have been reliable, thorough and have always met reasonable timescales.

Angela Shepherd, an associate, is our contact at firm. She is very knowledgeable and thorough with her work for us. She has excellent attention to detail.’

The social housing team at Clifford Chance are well known and respected in the sector for all aspects of security charging work. When instructed, Clifford Chance have always been professional, reliable, and completed transactions to a high standard.

We deal with Angela Shepherd at Clifford Chance for all security-related transactions. Angela is particularly knowledgable, thorough and always happy to provide assistance when requested.’

Angela Shepherd has immense knowledge and puts this into practice for the benefit of her clients and uses this to ensure best outcomes.’

The team has developed a strong and deep presence in the social housing finance sphere, with partners that are well respected and knowledgeable. They are ready and able to tackle the most complex arrangements and demonstrated their ability deliver the necessary and concise documentation in numerous projects.

Angela Shepherd is a senior associate with over 20 years of experience at Clifford Chance. Dealing with all aspects of commercial property and affordable housing, she has a calm ‘can do’ approach to delivery which is well appreciated by all those that work with her.’

The social housing team are thorough in their review and analysis of important documents and provide clear opinions and advice.’

Key clients

Barclays Bank

Lloyds Banking Group

NatWest Markets

Deutsche Bank AG London

Prudential Trustee Company Limited

Banco Santander

Goldman Sachs Bank

HSBC Bank plc

Situs Asset Management Limited

Morgan Stanley &Co International plc

Work highlights

  • Advised a consortium of banks on the first sustainable bond issue in the Sector by Clarion Housing Group.
  • Advised Lloyds Bank and HSBC Bank on a retained bond issue for Metropolitan Thames Valley.
  • Advised Barclays Bank on the release and substitution of security for its loan to Sanctuary Housing Association.

Winckworth Sherwood LLP

Winckworth Sherwood LLP’s finance team works with its broader social housing group to provide a full service to both lender and borrower clients. The firm frequently advises on issues relating to short-term bank debt and act for clients on the negotiation of their main bank agreements, whether from traditional funders or from new entrants to the market. Ruby Giblin is experienced in property charging and is instructed to charge security for transactions involving bonds, private placements, PRS, loans, and pension funds. Patricia Umunna has advised on internal and external joint venture arrangements. Former practice head Louise Leaver departed in 2020 to join Bevan Brittan LLP, along with Deborah Rowntree.

Practice head(s):

Ruby Giblin; Patricia Umunna

Other key lawyers:

James Duncan; Lucy Grimwood

Key clients

NHG

Sovereign Housing

VIVID

M&G

BAE

Apex

Network

BNP Paribas

Lloyds Bank

First Abu Dhabi Bank

Reliance Bank

Trident Housing Association

Work highlights

  • Advised Prudential Trustee Company Limited on the charging of 1,131 units to secure the £60m retained bond element of a £200m bond for Yorkshire Housing Limited.
  • Advised Swan Housing Association on a development facility agreement with the GLA as lender.
  • Advised Vivid Housing Limited in relation to its successful £210m private placement with 4 US investors.

Bryan Cave Leighton Paisner LLP

Bryan Cave Leighton Paisner LLP is particularly active advising private sector investors and investment managers on establishing and investing in real estate investment trusts and other social and market housing investment funds. In 2019, practice head Prashanth Satyadeva exclusively advised Homes England and MHCLG on the PRS housing guarantees programme, which involves £3.5bn in Government guarantees. Eleanor Hunwicks is another key figure.

Practice head(s):

Prashanth Satyadeva

Other key lawyers:

Eleanor Hunwicks

Key clients

Homes England (Homes and Communities Agency)

Greater London Authority (GLA)

TradeRisks

Quintain

LaSalle Investment Management

London Legacy Development Corporation

Residential Secure Income plc (REIT)

MHCLG

Bank of New York Mellon

The Prudential Trustee Company

Work highlights

  • Advised the Ministry of Housing, Communities and Local Government, acting with Homes England, on the establishment of the Affordable Housing Guarantee Scheme 2020 to guarantee up to £3 billion in loans for the development of affordable housing, with the potential for a further £3 billion in loans.
  • Advised Homes and Communities Agency (trading as Homes England) in its capacity as lender in relation to a loan of £30 million to Swan Housing Association to fund the regeneration of two sites in Basildon and to deliver approximately 700 new homes.
  • Advised Homes England on the funding of housing schemes across London including acting for Homes England in relation to a loan of £33.5 million made available through the Homes Building Fund to Pocket Living as part of a package of funding to boost factory-built affordable one and two-bedroom homes for first-time buyers in London.

Gowling WLG

Primarily a lender practice, Gowling WLG advises a number of banks and SPVs on revolving credit facilities, bond issues and private placements. The group also has a history of acting for some of the largest registered providers in the market. In 2019, highlights included assisting Sanctuary Group with its £75m public bond issue on the newly formed International Securities Market. Chris Brierley is lead adviser to the team's key banking clients and is ably supported by Navin Prabhakar.

Practice head(s):

Chris Brierley

Other key lawyers:

Navin Prabhakar

Key clients

Sanctuary Group

Triplepoint Social Housing REIT plc

Work highlights

  • Advised the Sanctuary Group, one of the UK’s leading and largest providers of social housing, on its £75m public bond issue on the newly formed International Securities Market (ISM).
  • Acted for Triplepoint on a £60m increase to its existing £70m RCF with Lloyds Bank plc (total £130m) including the accession of Natwest to the structure as 50/50 lending and charging a large portfolio of additional supported living real estate assets on the basis of 40% LTV.