Social housing: finance in London

Addleshaw Goddard

'Leading firm' Addleshaw Goddard is widely-hailed for its finance work, which includes debt capital markets transactions and property security work. It acts for a wide variety of funders and investors in the social housing arena. Lee Shankland has been leading the advice to Barclays on the transition of a large volume of loans away from LIBOR; he is considered to be 'very much the go-to person in this sector'. Steve Mackie is one of 'the stand out partners on the finance side' who regularly leads on significant debt transactions. Jennie Chilton heads up the social housing finance property security team and acts exclusively for funders and trustees. Beth Collett, Geoffrey McGinley and Tom McHugh have expertise in secured bonds, debt restructurings and SONIA loan agreements, among others. Refinancing specialist Helen Hunter made partner in 2021.

Practice head(s):

Lee Shankland

Other key lawyers:

Steve Mackie; Jennie Chilton; Beth Collett; Geoffrey McGinley; Helen Hunter; Tom McHugh; Natalie Montezuma

Testimonials

‘Probably the leading firm to act for lenders in the social housing sector, really good engagement with us and often seen acting on a “global” basis for multi-funded transactions – excellent project management on these complex deals.’

‘Lee Shankland runs an amazing team of individuals. He is very knowledgeable, helpful and approachable, and is very much the go-to person in this sector. Geoff McGinley and Natalie Montezuma are a joy to work with. They know their stuff and make legal work fun! I can’t praise the individuals highly enough; fantastic individuals make up this fantastic team.’

‘They are sector leaders and their work and advice is invaluable. They are very engaging and add real value to the relationship.’

‘The part of the firm I work with is led by an extremely capable partner, Jennie Chilton – technically very strong and so very engaging.’

‘Lee Shankland and Steve Mackie are the stand out partners on the finance side. Their willingness and ability to deliver complex deals effectively makes the firm a practice of choice in the sector. Geoff McGinley is reliable and a solid managing associate.’

‘Beth Collett’s knowledge of social housing bonds is second to none, as is the service she delivers. She always gives sensible, practical advice which balances the needs of all parties. If she is on a deal, we know we’re in safe hands.’

Work highlights

  • Advised all lenders on the 2020 refinance of circa £540m of loan facilities to GreenSquare Group Limited and Westlea Housing Association Limited through a mix of new facility agreements and amendments of existing funding agreements.
  • Advised each of AIB Group (UK) p.l.c., The Royal Bank of Scotland plc, Yorkshire Building Society, Pension Insurance Corporation plc and Standard Life Assurance Limited in connection with new facilities and private placements to Your Housing Limited worth £370m in aggregate.
  • Advised Yorkshire BS on the refinance/restatement of existing loan facilities to North Star Housing Group. The refinancing was part of a wider group restructure, with Darlington Housing Association Limited, North Star Housing Group Limited and Teesdale Housing Association Limited transferring their engagements into Endeavour Housing Association Limited (which then changed its name to North Star Housing Group).

Devonshires Solicitors LLP

Julian Barker and Sharon Kirkham lead Devonshires Solicitors LLP's banking and property charging teams respectively, which offer 'high-quality support and advice'. The firm undertakes a particularly significant amount of work for registered providers, although other key clients include lenders, investors and Welsh and Scottish registered social landlords. The group has experience of assisting registered providers with securing debt finance from banks and building societies, bond issuances and private placements, among other matters. Andrew Cowan is noted for his 'sheer breadth of experience in the social housing sector'. Chris Drabble and Gary Grigor regularly advise on security requirements of refinancings and private placement bond issues; both practitioners advised on one of the social housing sector’s first SONIA-indexed revolving credit facilities. Alice Overton is noted for her work on debt securities, bond issues and private placements.

Practice head(s):

Julian Barker; Sharon Kirkham

Other key lawyers:

Chris Drabble; Andrew Cowan; Gary Grigor; Alice Overton; Saghar Roya

Testimonials

‘One-stop shop for bank loans, capital markets, property charging and governance advice and documentation. Additional insights in specialised financing using joint ventures and similar vehicles also available when required.’

‘Andrew Cowan. Sheer breadth of experience in the social housing sector and depth of recall in relation to our documentation matters. Good sounding board. Julian Barker. Makes it all look very simple, which of course it isn’t. So it’s a testament to his knowledge and competence. Sharon Kirkham. Highly motivated sorter-outer of anything property charging. Tremendous energy and commitment to the task.’

‘The team at Devonshires has developed a wide-ranging and intimate knowledge of matters affecting the social housing sector, including in relation to funding, regulation and employment. This enables clients to gain assurance from a ‘one stop shop’ style of service which offers high quality support and advice with the various component parts being skilfully interlinked.’

‘The team led by Andrew Cowan is adept at building relationships and is easy to do business with. Julian Barker, Saghar Roya and Alice Overton have supported us through a number of complex funding projects, enabling us to meet challenging timescales without any concerns and exhibiting excellent project management skills.’

‘Devonshires have a large and well resourced team which enables them to meet tight deadlines. All members of the team act in a professional but approachable manner.’

‘The team are always on hand to answer questions and help, which is an excellent level of service.’

‘Julian Barker has been a stand out source of help and guidance for all legal issues that have arisen.’

‘They have a great understanding of their individual clients situation and the sector as a whole.’

Key clients

London & Quadrant Housing Trust

Notting Hill Genesis

Sage Housing

GreenSquare / Accord Housing

POBL Group

Riverside Housing Group

Hyde Housing Association

Vale of Aylesbury Housing

Your Housing Group

Platform Housing Group

Work highlights

  • Acted for London & Quadrant (L&Q), one of the UK’s leading and prominent registered providers, on the launch of its £2.5bn Euro Medium Term Note (EMTN) Programme.
  • Acted for Platform on the establishment of their £1bn multi-currency, ESG enabled, Euro Medium Term Note programme.
  • Advised TRGL on a £150m private placement bond issue with US Investor Pricoa Capital.

Trowers & Hamlins LLP

Trowers & Hamlins LLP provides 'well rounded advice on social housing-related matters', as is evidenced by the fact that it acts for a wide variety of market participants on both the borrower and lender sides. It notably specialises in advising for-profit and not-for-profit registered providers on debt market arrangements and loan facilities. The 'approachable, available and efficient' team is led nationally by Adrian Carter, who has particular experience of advising on bond issues and medium term note programmes. Neil Waller, who heads up the Manchester-based finance practice, specialises in handling finance transactions for local authorities. Katie Dyer and Melanie Comer jointly lead the real estate finance security team and frequently advise on securing housing finance transactions using large property portfolios. Eleanor James has a focus on acting for registered providers undertaking capital market transactions and private placements.

Practice head(s):

Adrian Carter; Neil Waller; Katie Dyer; Melanie Comer

Other key lawyers:

Eleanor James; Naomi Roper; Sarah Gooden; Lara Marsden

Testimonials

‘Strong service and knowledge of the sector.’

‘Excellent advice, particularly Sarah Gooden going the extra mile.’

‘As a firm, they provide well-rounded advice on social housing related matters, including finance, development, governance, procurement, etc. There is a dedicated client partner in keeping in touch about sector development, training, etc.’

‘Naomi and Lara have been very efficient, responsive, direct and effective in closing a number of agreements in record time. I trust their advice and capability in social housing finance-related matters.’

‘Very efficient professional and knowledgeable across all areas of registered provider’s legal requirements.’

‘Approachable, available and efficient.’

Key clients

Aster Group

Bernicia Group

bLEND Funding plc

Borrowers’ Advisory Group of MORhomes

Bromford Housing Group

Cartrefi Conwy Cyf

Catalyst Housing Limited

Clarion Housing Association Limited

Community Gateway Association Limited

Funding Affordable Homes Housing Association Limited

East End Homes Limited

Eastlight Community Homes Limited

GB Social Housing plc

Jigsaw Homes Group Limited

Livewest Homes Limited

Livin Housing Limited

Midland Heart Limited

Network Homes Limited

North Star Housing Group

Orbit Capital plc

Origin Housing Limited

Newport City Homes

Peabody Trust

Poplar Harca

Sovereign Housing Association Limited

The Guinness Partnership Limited

The Housing Finance Corporation Limited

Two Rivers Housing

Vivid Housing

Work highlights

  • Acted for Cartrefi Conwy on a new private placement and loan facilities which include margin reductions where Cartrefi Conwy meet a range of Environmental and Social KPIs.
  • Advised Aster Group on establishment of a £1bn medium term note programme and first issue under the programme of £250m of Sustainability Notes.
  • Advised Catalyst Housing Limited on a new £50m revolving credit facility, which was the client’s first social-performance linked loan.

Anthony Collins Solicitors LLP

Anthony Collins Solicitors LLP is noted for its strong track record advising housing associations on finance transactions. It's team's experience includes public bond issues and private placements, as well as complex refinancing. It goes 'above and beyond to ensure completion of a project', working closely with the social housing governance department on mergers and group consolidations, among other matters. 'Top flight professional lawyer' Natalie Singh, who heads up the practice, has particular experience of handling public bond issues for social housing associations, as well as restructurings of bank debt facilities. Elsewhere, Jon Coane advises local authorities and regeneration bodies on providing and receiving funding. Ranjit Bassey advises on property securitisation in relation to social housing finance.

Practice head(s):

Natalie Singh

Other key lawyers:

Jon Coane; Ranjit Bassey; Adriana Klincova

Testimonials

‘A deep and through knowledge of the market. Clear understanding of the market’s requirements. A willingness to interact with other professionals to ensure the customer receives comprehensive advice A willingness to go that little bit extra to service the clients needs.’

‘Natalie Singh; One of the most proficient and professional people I have ever had the pleasure to deal with. Always willing to give up her time to ensure the client gets the right advice. Willing to look for compromises to ensure service is delivered on time and to the required standard.’

‘Anthony Collins have a unique set of social values which governs the sectors in which they work. They provide very good value services, efficient working alongside excellent sector expertise. Natalie Singh stands out as a real asset to the real estate – social housing team.’

‘Natalie Singh is a partner in the team. She stands out as an excellent advisor not only because she provides everything you would expect from a top flight professional lawyer in terms of great service, but also because she couples this with a lovely personal style. Her straightforward, friendly approach and sense of humour shine through in the work that she does.’

‘Anthony Collins support our business in a wide range of areas, and so can draw on colleagues from other legal specialisms where required to answer specific queries. They understand our business really well, and make an effort to engage regularly.’

‘The finance team at ACS are very responsive and will quickly provide a full response or advise a timescale when this will be provided. They frequently go above and beyond to ensure completion of a project, working late or even on scheduled time off when the situation requires it. Communication is key and we have built a really good rapport with the individuals we work with regularly.’

‘The team went the extra mile, guided us through the whole process, including sitting in on a Microsoft Teams call to ensure that all of the right documents were signed in the right place by the right signatories.’

‘Both Natalie Singh and Adriana Klincova worked with us to ensure a successful transaction. They are both easy to work with and they provide excellent support and guidance. Work completed on time and was high quality.’

Key clients

Broadland Housing Association Limited

Connexus Housing Group

Leeds Federated Housing Association Limited

Orwell Housing Association Limited

Rooftop Housing Group

Southway Housing Trust (Manchester) Limited

Stafford & Rural Homes

Thirteen Housing Group Limited

Weaver Vale Housing Trust

Work highlights

  • Advised Rooftop Housing on the funding aspects of the merger of its two operating subsidiaries (Rooftop Housing Association and Rooftop Homes).
  • Acted for Weaver Vale Housing Trust (WVHT) (acting as borrower) on a new revolving credit facility with Lloyds Bank Plc (acting as lender). The facility was documented by reference to a SONIA base rate in order to future-proof the transaction – one of the earlier loans to be documented on a SONIA basis.
  • Acted for Thirteen Housing (acting as borrower) on the amendment and restatement and restructuring of Thirteen’s loan facility agreements with Lloyds Bank Plc (Lloyds) and The Royal Bank of Scotland Plc (RBS) simultaneously (which totalled £165m in aggregate).

Bevan Brittan LLP

Bevan Brittan LLP acts predominantly for borrowers on the negotiation of new loans, the reorganisation of existing facilities and joint venture arrangements. In addition, the firm is also active in lender-side mandates, with its team advising on private placements and public bond issues, among other matters. The housing finance practice is led by the 'highly personable and effective professional' Louise Leaver, who specialises in advising on innovative funding initiatives, such as off-balance sheet delivery models. The department is supported by the property charging team, which is jointly lead by Wendy Wilks and Richard Stirk, and acts for lenders dealing with large portfolios being charged by housing associations. David Moore is experienced in financings and refinancings of complex transactions. Jessica Church joined from Trowers & Hamlins LLP. In another development, Sarah Greenhalgh made partner.

Practice head(s):

Louise Leaver

Other key lawyers:

Wendy Wilks; Richard Stirk; David Moore; Jonathan Turner; Sarah Greenhalgh; Deborah Rowntree; Jessica Church

Testimonials

‘Very knowledgeable, professional, engaging, reliable and customer focussed.’

‘A good team with deep experience of acting on social housing finance matters.’

‘They take a very collaborative approach to working with their clients, such that they don’t feel like external advisors but part of our team.’

‘Recently started working with Bevan Brittan. They are knowledgeable and proactive, very easy to speak to and help cut through any legal jargon.’

‘Their knowledge and the standard of legal advice they provide; special mention to Wendy Wilks, Louise Leaver and Deborah Rowntree.’

‘The team at Bevan Brittan are committed to delivering a professional and best practice service and have a strong work ethic.’

Key clients

ForViva Group

M&G Investment Management Limited

Prudential Trustee Company Limited

The Housing Finance Corporation Limited (THFC)/Affordable Housing Finance Plc/bLEND Funding Plc

Pioneer Housing and Community Group Limited

Selwood Housing Society Limited

Together Housing Group

Places for People

Croydon Churches Housing Association

Network Homes

Work highlights

  • Advised Pioneer on the negotiation and entry into a £35m private placement facility with Scottish Widows and related charging and release work.
  • Advised M&G Investment Management Limited as structuring agent and Prudential as security trustee in a £30m secured private placement to Rhondda Housing Association Limited and reorganisation of the property security.
  • Advised Selwood Housing Society Limited on the restructure of a £113m facility from Nationwide Building Society.

Pinsent Masons LLP

Pinsent Masons LLP provides an 'excellent' service to funders, with its team's wide-ranging expertise including bilateral and syndicated secured and unsecured lending, private placements and publicly-listed bonds. In addition to generating mandates from mainstream lenders, the firm acts for alternative funders and new entrants to the sector. 'Stand out partner' Sarah Whitty, who leads the 'very proactive and pragmatic' team, recently advised on one of the first SONIA interest rate loans to the sector. Edward Sunderland and Alexis Hayworth are experienced in advising on EMTN programmes. 'Stand out associate' Sophie Al-Mahdawie regularly handles public bond issues.

Practice head(s):

Sarah Whitty

Other key lawyers:

Edward Sunderland; Alexis Hayworth; Sophie Al-Mahdawie

Testimonials

‘Excellent service.’

‘The Pinsents team are very proactive and pragmatic.’

‘They are always good to work with. Sarah Whitty is a stand out partner and Sophie Al-Mahdawie is a stand out associate.’

Key clients

NatWest Markets Plc

The Royal Bank of Scotland plc/Natwest Bank plc

HSBC Bank plc

Nationwide Building Society

Lloyds Bank plc

LGIM Commercial Lending Limited

M&G Investments

First Abu Dhabi Bank P.J.S.C.

Sumitomo Mitsui Banking Corporation Europe Limited

Homes England (trading name of Homes and Communities Agency)

Allied Irish Bank

Barclays Bank plc

Work highlights

  • Advised two UK investment banks as joint lead managers on the issue of a £250m fixed rate sustainability bond by Aster Treasury plc under its £1bn Euro Medium Term Note Programme, advised a syndicate of five banks in respect of their £355m loan facilities to Aster Communities, and advised Prudential Trustee Company Limited as note trustee and bond trustee and lead the property team on the security charging exercise for the bond.
  • Advised the lender group of three UK clearing banks under three separate instructions on amendments, refinancing and redemption of their loan facilities to Cadwyn Housing Association Limited and advised investment managers, Westbourne Capital, on a £41m secured private placement for Cadwyn Housing Association Limited.

Clarke Willmott LLP

At Clarke Willmott LLP, Lindsay Felstead and the 'extremely knowledgeable' Vicky Kells jointly lead the 'experienced, proactive, knowledgeable, practical' and 'well-rounded' social housing team. It acts for both borrowers and lenders on social housing finance transactions, including those concerning development funding, private placements and aggregated bonds, as well as bilateral and syndicated facilities. Banking and finance partner Fraser MacRae advises on all aspects of secured funding.

Practice head(s):

Lindsay Felstead; Vicky Kells

Other key lawyers:

Fraser MacRae

Testimonials

‘Great team delivering for the social housing sector. Offering good value for money but the quality and deliverability of work was exceptional.’

‘Knowledge of area we commissioned and ability to deliver within project timescales.’

‘The team is very strong in dealing with securitisation for registered social landlords. They have extensive knowledge of the lenders’ requirements and are able to resolve issues so as to maximise values of properties.’

‘Vicky Kells is extremely knowledgeable in this field. Her advice is invaluable in making sure that property values are maximised and always works to protect our interests.’

‘A combination of factors make it a well rounded team – experienced, proactive, knowledgeable, practical. There is a good range of partner skills if issues crop up.’

‘The partners bring similar skills and traits – experienced, proactive, knowledgeable, practical. I work most closely with Vicky Kells who we go to for all our securitisations.’

Key clients

Metropolitan Thames Valley

Silva Homes

Abri

One Housing Group

Wales & West Housing Association Limited

United Welsh Housing Association Limited

Cardiff Community Housing Association Limited

Triodos Bank UK Limited

Principality Building Society

Handelsbanken

Work highlights

  • Advised Wales & West on two private placement transactions with a combined deal value of £75m, involving property security over more than 1300 homes.
  • Advised CCHA on its £37m bLEND loan and putting in place all property security within a tight timescale. CCHA are a new client to the firm.
  • Acted for the Bank Triodos on a number of different funding transactions – including refinancing on complex housing association restructurings (whether transfers of engagements, amalgamations or conversions).

Clifford Chance LLP

Alistair McGillivray heads up Clifford Chance LLP's social housing finance team, which specialises in advising funders and investors on bond issues, private placements, synthetic securitisations and restructurings of facilities, among other maters. Angela Shepherd, who is 'one of the leading practitioners in the area of social housing finance', has a focus on the property and project aspects of social housing and social housing finance transactions and regularly acts for new entrants to the market. Paul Deakins is experienced in advising lead managers on secured bond issues by registered providers.

Practice head(s):

Alistair McGillivray

Other key lawyers:

Paul Deakins; Angela Shepherd

Testimonials

‘The uniqueness of of this practice is the people and the knowledge. Social housing finance is a very specialist area and has a history going back many years. This is important in understanding both financial documents and property matters. This practice can offer both.’

‘The standout member of the team is Angela Shepherd, who is one of the leading practitioners in the area of social housing finance. Her knowledge gained over a long time is critical in being able to support financiers looking to fund social housing particular new entrants. The quality of her work has always been tip top.’

‘A practice that can deal with complex and technical legal matters in a way that rivals would find difficult to emulate.’

‘Angela Shepherd has a deep and wide level of experience and knowledge in this specialist field.’

‘The team have an attention to detail that is second-to-none and they are always quick to reply.’

‘I value their attention to detail above anything else. Angela Shepherd has this quality in abundance.’

Key clients

Barclays Bank

Lloyds Banking Group

NatWest Markets

Deutsche Bank AG London

Prudential Trustee Company Limited

Royal Bank of Canada

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 Barclays Bank, HSBC Bank and NatWest Markets as arrangers on the establishment of commercial paper programmes for various housing associations to access the UK Government’s COVID Corporate Finance Facility.
  • Advised Deutsche Bank AG on the first social housing commercial mortgage – backed securities (CMBS) in the social housing market.

Bryan Cave Leighton Paisner LLP

Bryan Cave Leighton Paisner LLP is prominent in mainstream social housing finance transactions involving registered providers, such as bond issues, and it has an additional niche specialism in advising private sector investors on financing projects and joint ventures with established registered providers. Practice head Prashanth Satyadeva offers clients 'valuable legal and commercial advice' and is experienced in social housing bond issues. Eleanor Hunwicks specialises in all aspects of real estate finance.

Practice head(s):

Prashanth Satyadeva

Other key lawyers:

Eleanor Hunwicks

Testimonials

‘Sound, practical advice on an established products but also an ability to introduce efficiencies learned in other disciplines.’

‘Prashanth Satyadeva – one of the few finance lawyers we’ve worked with that can offer valuable legal and commercial advice on a wide range of financial products.’

Key clients

Greater London Authority (GLA)

TradeRisks

London Legacy Development Corporation

Residential Secure Income plc (REIT)

MHCLG

Bank of New York Mellon

The Prudential Trustee Company

Gresham House

Work highlights

  • Advised the Ministry of Housing, Communities and Local Government (MHCLG) on the establishment of the Affordable Housing Guarantee Scheme 2021 to guarantee up to £3 billion in bonds for the development of affordable housing, with the potential for a further £3 billion in bonds.
  • Advised TradeRisks Limited, in its capacity as arranger and dealer on a £250m long-term social housing bond issuance by Midland Heart Capital plc, secured on part of the housing association’s residential stock.

Gowling WLG

Gowling WLG offers social housing finance advice to both borrowers and lenders on a variety of issues, such as revolving credit facilities and special purpose vehicle subsidiaries. Practice head Chris Brierley, who is experienced in senior debt financing and commercial paper programmes, advises large social housing providers and major clearance banks. Navin Prabhakar has a focus on advising large social housing associations, local authority lenders and banks.

Practice head(s):

Chris Brierley

Other key lawyers:

Navin Prabhakar

Key clients

Sanctuary Group

Triplepoint Social Housing REIT plc

Work highlights

  • Advised Sanctuary Group on a £350m secured bonds issue arranged by Lloyds Bank Corporate Markets plc, Barclays Bank plc and HSBC Bank plc.
  • Advised Triplepoint Social Housing REIT plc on the drawdown of the £60m increase in its banking facilities to TP REIT Propco 2 Limited provided by Natwest alongside Lloyds Bank in the lender club and then a further increase of £30m in December 2020 provided by Lloyds Bank.