Social housing: finance in London
Addleshaw Goddard's outstanding reputation in the social housing sector across the UK has made it a destination firm for related finance for banks, large housing associations, pension funds and other investors. It features prominently acting for lenders and funders on a number of the sector's most significant mergers; a recent highlight saw Steve Mackie, managing associate Tom McHugh and others acting for all lenders on a circa £1.63bn refinance of loan facilities to Metropolitan Housing Trust, which was part of a wider merger with Thames Valley Charitable Housing Association. In addition to handling mainstream bank-led financing and refinancing work, the firm also excels in advising on complex bridge-to-bond facilities, bond issuances and private placements. Beth Collett is a name to note for public debt capital markets issuances. Managing associate Daniel Foong joined from The Bank of New York Mellon in 2018. Nick Barlow and Geoffrey McGinley are also recommended. Lee Shankland heads the team, which also includes recently promoted partner Jennie Chilton and managing associate Helen Hunter.
Other key lawyers:
‘Addleshaw Goddard is a leading firm in social housing finance, with its team demonstrating excellent knowledge and experience, as well as a hands-on approach.‘
‘The firm has a strong team, which is available and has a transaction-focused approach, ensuring it closes well-structured deals in a short time frame.‘
‘What sets the team apart is its ability to be open and creative with our platform, bringing a host of new perspectives to the sector.‘
The Royal Bank of Scotland
National Westminster Bank
Blackrock Investment Management Limited
HSBC Bank UK
Nationwide Building Society
- Advised each of Barclays Bank, Nationwide Building Society, The Royal Bank of Scotland and Santander UK on the refinance of all existing loan facilities to Torus housing group and Liverpool Mutual housing group by way of restated facility agreements totalling £288m as part of the merger of these housing groups to create the new group borrower, “Torus62 Limited” (another “mega-merger” in the social housing sector, to create a single housing entity owning/managing over 38,000 residential units).
- Acted for BlackRock Investment Management (UK) Limited (in its capacity as investment manager of the purchasers) on the acquisition of a further £50m of notes issued by Wheatley Funding No.1 Limited.
- Advised National Westminster Bank plc, Santander UK plc, Nationwide Building Society and Newcastle Building Society on the circa £167m syndicate split and refinance associated with the amalgamation of Grand Union Housing Group.
- Acted for Macquarie Infrastructure Debt Investment Solutions on the £160m provision of facilities to Shepherd’s Bush Housing Association Limited via a syndicated facility with MUFG (MUFG providing a short-term revolving facility and Macquarie providing the long-term investment funding).
- Advised all existing lenders on the restructure of their facilities with Anchor Trust and Hanover Housing Association following the merger of Anchor Hanover Group (formed of care homes provider and housing association, Anchor Trust and Hanover Housing Association).
Devonshires Solicitors LLP's heavyweight team distinguishes itself in a broad cross-section of finance transactions in the social housing sector. It has a particularly notable profile acting for registered providers and registered social landlords throughout England and Wales, as well as their wider group members (including their joint venture vehicles). The practice covers all aspects of social housing finance, including wholesale and retail bond issues, private placements, and syndicated and bilateral loans. Sharon Kirkham leads the securitisation team, which advises over 100 registered providers on charging properties to facilities, bonds and private placements. Banking head Julian Barker has an outstanding track record acting for key clients such as A2Dominion Housing Group and Notting Hill Genesis, among others. The deep bench of partners includes other highly regarded names: Chris Drabble, Gary Grigor and Saghar Roya. Barker and Drabble co-led a team, which advised Great Places Housing Group on releasing and recharging 781 properties to its bond tap, and also advised the same client on the reallocation of 1,585 properties to RBS. Andrew Cowan has led on many of the largest mergers in the sector. Another key partner is Richard Sharpe, who has more than 15 years of social housing experience.
Julian Barker (head of banking); Sharon Kirkham (head of securitisation)
‘The team understands our business, approach and what matters and advises accordingly. It is always on hand and always delivers on time at a reasonable cost.‘
‘Julian Barker and Sharon Kirkham are the stand-out partners. We retain an excellent relationship with them, a relationship that has the elements of openness, honesty, feedback and learning at its core.‘
‘Devonshires has assembled an excellent team to support all aspects of business that housing associations are involved in. The team is extremely knowledgeable, offers proactive advice and solutions and works very closely with our business across a range of disciplines‘.
‘The breadth of experience that Devonshires is able to call upon is a real plus.‘
‘The team’s knowledge and ability to find solutions is exceptional. Issues are approached with a can-do attitude. The team is always friendly, professional, helpful and takes time to explain things in clear and understandable ways.‘
‘Chris Drabble constantly exceeds expectations. He is friendly, helpful and incredibly patient. His knowledge is vast and he makes sure that we are kept updated of current sector issues/government changes. His ability to communicate/educate to all levels of staff is a real quality. He never talks down to people, and will always take time to make sure that everyone understands why things are being done and how the jigsaw pieces fit together.‘
‘The team is extremely knowledgeable as it covers so much of the market. It is a pleasure to work with and understands clients’ needs well.‘
‘Gary Grigor is an expert in his field and is very approachable and always happy to help. Natalie Swales is also extremely knowledgeable and very hardworking.‘
‘Andrew Cowan is widely respected and influential within the industry. We greatly value his pragmatic and down-to-earth approach.‘
Great Places Housing Group
Notting Hill Genesis
Metropolitan Thames Valley
Orbit Housing Group
One Housing Group
A2Dominion Housing Group
- In a two-stage process, the banking team acted for Notting Hill Housing Trust (NHHT) and Genesis on obtaining consent to the merger from its existing funders and advised NHHT and Genesis on restructuring certain of its existing financing arrangements to streamline operational arrangements and refinance circa £1.98bn of debt.
- The banking team acted for Metropolitan and Thames Valley on their successful partnership, which completed in October 2018. The partnership involved a transfer of engagements from Thames Valley Charitable Housing Association (TVCHA), the main asset holding entity and registered provider of social housing within the Thames Valley group, to Metropolitan, which also became a subsidiary of Thames Valley.
- The team advised on the refinancing aspects emanating out of the merger between Coast & Country Housing and Yorkshire Coast Homes, which formed Beyond Housing.
- Advised Onward Homes Limited on its restructuring and consolidation.
- Acted for Orbit Housing Group on securing a £450m bond.
Trowers & Hamlins LLP, whose team is more than 35 strong, has acted for borrowers and lenders on social housing finance transactions for more than 30 years. Its national reach marks it out for some of the sector's most high-profile matters; following the merger of Peabody Trust and Family Mosaic Housing in 2017, in 2018, Eleanor James and Melanie Comer were the lead advisers to Peabody on a £1.5bn refinancing for the merged group as three social housing providers in the group were amalgamated. In the capital markets sphere, Neil Waller acted for Karbon Homes Ltd on its inaugural £250m bond issue. Anna Clark's wide-ranging experience includes term and syndicated loans, development finance and infrastructure finance. Naomi Roper specialises in private placements and debt capital markets transactions. Other key figures are Adrian Carter and Sarah Gooden.
Adrian Carter (national head of banking and finance); Neil Waller (head of banking and finance in Manchester); Katie Dyer (real estate finance security)
‘The team has in-depth knowledge of the social housing sector and funding markets, and is client focused.‘
‘Sarah Gooden is very experienced and knowledgeable‘.
‘The team keeps to timescales and is pragmatic.‘
‘Eleanor James is highly knowledgeable, understands what the client needs and always gets the deal across the line.‘
‘The team works as a partnership, both within the firm and also with the client. This ensures that all aspects of any matter are considered fully and we know we are protected.‘
‘Eleanor James is on hand whenever you need her and her straightforward approach provides real clarity when you need it most.‘
The Guinness Partnership Ltd
NoLINQ Housing plc
Catalyst Housing Ltd
bLEND Funding plc
Orbit Capital plc
The Housing Finance Corporation Ltd
London & Quadrant Housing
Havebury Housing Partnership
Yarlington Housing Group
Halton Housing Trust Ltd
Karbon Homes Ltd
Accent Housing Ltd
Greater London Authority
Grand Union Housing Group Ltd
- Following the client’s inaugural bond issue in 2015, the firm acted for Orbit Capital plc on its second bond issue in 2018. This was understood to be the largest own-name single tranche bond in the UK housing sector at the time.
- Advised Peabody Trust on all aspects of its third bond issue of £450m.
- Advised New Charter and Adactus Housing on the lender consents required in order to merge to form Jigsaw Homes Group. Also advised on the amendment and restatement of several of the funding arrangements of the merged entity.
- Advised Paradigm Homes Charitable Housing Association on the issuance and sale of notes valued at £100m to Barings by way of a two-tranche private placement. The proceeds of the private placement will be used to further Paradigm’s ambitious development plan to build 600 homes a year for the next three years.
- Acted for bLEND on the setting up of a brand new £2bn secured euro medium-term note programme and initial issue of £250m notes, which was on-lent to three borrowers.
Allen & Overy LLP's enviable market presence is evidenced by the fact that it has appeared in the overwhelming majority of listed bond issues connected with the UK social housing sector since 2008. Its broader practice also encompasses structured finance, real estate finance, securitisation and corporate trustee mandates. Consultant Geoff Fuller heads the team, which also includes Greg Brown and senior associate Amanda Lemesle Adams.
London & Quadrant
Lloyds Bank plc
Clarion Housing Group
Prudential Trustee Company Ltd
Places for People Group
Royal Bank of Canada
HSBC Bank plc
Banco Santander SA
Royal Bank of Scotland
Anthony Collins Solicitors LLP, which primarily acts for borrowers, is one of the most active firms on the market for bond issues and private placements. It is also sought out for property charging matters, property development finance, and bilateral and syndicated lending transactions. The firm expanded its national presence by opening up an office in Manchester in 2018; this development has put it on a stronger footing to serve social housing clients. Recent work includes practice head Natalie Singh, Jon Coane, Will Allen and Ranjit Bassey acting for WM Housing Group on the £148m restructuring of its existing bank debt facilities. Another highlight involved advising GreenSquare on two private placements (of £110m and £75m) with two different US investors.
‘The team is very approachable, knowledgeable and professional.‘
‘Natalie Singh is pragmatic and explains complicated documents in a style which is easy to understand. Gemma Bell is noted for her great delivery of board training sessions, and is very personable.‘
‘They don’t just give the legal view, but also understand the business.‘
‘Gemma Bell is personable, efficient and the consummate professional; she is the one person that I routinely go back to for advice.‘
WM Housing Group
Accord Housing Association
Howard Cottage Housing Association
Nottingham Community Housing Association
Raven Housing Trust
Connexus Housing Ltd
Merlin Housing Society
Aspire Housing Group
- Assisted Accord Housing Association with property securitisation for a £100m private placement.
- Assisted Howard Cottage Housing Association with a new £30m revolving credit facility and £40m private placement.
- Advised Nottingham Community Housing Association Ltd on an £85m private placement with a US investor.
- Assisted Raven Housing Trust with a private placement of £50m.
- Advised Broadland Housing Association on its debut private placement of £50m.
Although Pinsent Masons LLP's national social housing finance practice is primarily weighted towards acting for lenders (including all the main clearing banks and alternative funders), its excellent reputation sees the firm also generate work from government bodies, local authorities and registered social landlords. The firm has a longstanding relationship with Homes England, for which it has provided legal advice for more than 20 years. A key practitioner is Edward Sunderland, whose experience spans securitisation, debt capital markets, receivables and asset-backed finance. Sunderland was the lead adviser to Pension Insurance Corporation plc on a £100m secured private placement issued by Accord Housing Association Ltd. In another mandate, Sarah Whitty (who leads the national social housing finance practice) and Stephen Brown acted for HSBC Bank on the provision of a £200m loan facility to Genesis Housing Association and the charging of over 1,000 units. Anne Bowden and David Meecham are also highly rated.
Homes England (trading name of Homes and Communities Agency)
HSBC Bank plc
Nationwide Building Society
Sumitomo Mitsui Banking Corporation Europe Ltd
The Extracare Trust
Allied Irish Bank
Pension Investment Corporation
- Advising Sumitomo Mitsui Banking Corporation Ltd on one of its first major fundings to the sector in respect of £75m of loan facilities granted to Sovereign Housing Association and the charging of circa 1000 units.
- The firm acts for Wheatley Housing Group Ltd on all aspects of its commercial financing arrangements, including the amendment and restatement of approximately £600m syndicated term and revolving credit facilities (arranged by the Royal Bank of Scotland plc) and its £150m finance contract with the European Investment Bank.
- Advised a syndicate of four UK banks on new £300m loan facilities to Orbit Housing Group.
- Advised Canada Life Limited and a major UK bank on a secured private placement issuance by Hanover (Scotland) Housing Association Limited.
- Advised a UK Bank and Phoenix Life Limited on a £50m note private placement secured issuance by A2Dominion Housing Group Limited.
Winckworth Sherwood LLP generates lender work from traditional funders and new entrants to the market, and it also has a strong pipeline of mandates from registered providers and institutional investor clients as well. In addition to advising on a wide range of bank financing transactions, bond offerings and private placements are also cornerstones of the practice; the firm has advised on more than £2bn of capital markets transactions since 2017. Louise Leaver leads the team, which has a wealth of experience handling strategically significant, high-profile and market-shaping transactions; in 2018, Leaver, Ruby Giblin, senior associate Deborah Rowntree, associate Lucy Grimwood and others acted for Longhurst Group on its £250m bond issue. In addition, Leaver more recently led the advice to Network Homes Limited on its £175m private placement, which was funded by US and Canadian investors. Patricia Umunna and James Duncan are other highly active partners in the group.
‘Winckworth Sherwood can bring a wide skill set to the table in support of our business. Louise Leaver, James Duncan, Richard Tinham and Ruby Giblin are stand-out partners. Each of them has extensive experience and delivers a commercial approach backed by a true understanding of our business knowing what matters to us. The relationship is exceptionally positive, as it is one that is honest and open to feedback.‘
‘The practice is unique because the team has a personable style, and a bespoke approach to dealing with legal briefs.‘
‘Louise Leaver and Lucy Grimwood are able to give pragmatic and commercial advice that allows the client to complete transactions and achieve a fantastic outcome.‘
‘Winckworth Sherwood was prepared to listen to the client’s thoughts and concerns, and provide clear and cohesive advice to ameliorate transactional risks.‘
- The firm acted for Vivid Housing Limited on its successful £150m note issuance to Pricoa Capital Group in 2018.
- Advised Sovereign on £240m of new revolving credit facilities in 2018: a £40m revolving credit facility with Handelsbanken; a £50m revolving credit facility with Yorkshire Building Society; a £75m revolving credit facility with Sumitomo Mitsui Banking Corporation; and a £75m revolving credit facility with National Australia Bank.
- Acted for Apex Airspace Development Limited on a facility from Homes England through the Home Build Programme, the aim of which is to increase the number of new homes built in England.
- Advised BAE Systems Pension Funds Investment Management Limited on a £30m investment with Mid-Wales Housing Association Limited. The private placement completed in December 2018 with the initial issuance of notes in January 2019, and a second issuance due to complete in 2020.
- Advised London & Quadrant Housing Group on a £100m ‘positive incentive’ five-year loan with BNP Paribas, a new funder to the sector, where the interest rate was tied to social impact key performance indicators.
Clarke Willmott LLP
Clarke Willmott LLP's strong reputation in social housing finance ensures that it attracts a varied portfolio of work from housing associations and institutional lender clients. Vicky Kells leads the specialist national team, which undertakes a broad cross-section of transactions, including those involving bilateral and syndicated lending, private placements, aggregated bonds, debt capital markets issues and development finance. In 2018, Kells and associate Charlotte Lord acted for new client Wales & West Housing on a charging exercise comprising 1,400 residential properties to support a £70m loan facility. Another mandate involved Kells advising Southern Housing Group on property security to be put in place concerning its £75m MUFG revolving credit facility. Fraser MacRae is another experienced partner in the group, which also includes Bethan Evans.
Kary Withers (sector leader); Vicky Kells (national head of social housing finance)
‘Queries are responded to in a timely manner by email or on a shared spreadsheet. When completing a project we also have weekly calls to ensure all questions are answered. Timetable is set at the beginning of each exercise and reviewed weekly. Clarke Willmott will chase the bank’s lawyers to ensure that they also stick to the timetable. Fees are agreed before we begin work and do not go over budget. Clarke Willmott takes time to build good relationships and understand us and our needs.‘
‘Vicky Kells is a very experienced lawyer, who has excellent knowledge of property law and securitisation. Her team is also highly skilled in assisting her with achieving our property charging objectives on time. Both Vicky and her team are very easy to work with. They try to avoid using legal speak and explain things thoroughly in a manner we can understand.‘
‘This firm’s team is very knowledgeable, client-focused and offers good value for money. Competitors could learn a lot from it.‘
‘Both Vicky Kells and Fraser MacRae are real experts in their field.‘
‘The team is experienced, thorough, comprised of great problem solvers and is practical. Individuals work well together and provide a joined-up service.‘
London & Quadrant
One Housing Group
Wales & West Housing Association
Triodos Bank NV
Metropolitan Thames Valley Housing
Southern Housing Group
Principality Building Society
- Acted for a subsidiary of London & Quadrant on its £125m fixed-rate government-guaranteed loan facility in connection with the private rented sector funding, operated by Venn Partners.
- Advised Grŵp Cynefin on all property security issues connected with its recent £50m private placement with BAE Systems.
- Assisted Lloyds Bank plc with preparing and negotiating a bespoke LMA-style, revolving credit facility for a housing association.
- Advised Principality Building Society on the provision of a £10m loan to Taff Housing Association Limited.
- Advised Triodos Bank NV on the provision of a new £12m loan to First Choice Housing Association Limited, a specialist Welsh registered social landlord.
Clifford Chance LLP has a notable specialism in acting for funders and investors on complex and high-value social housing finance transactions, which include private placements and secured bond issues, as well as project finance and structured finance matters. Angela Shepherd has expertise in the property and project aspects of social housing finance deals, such as property charging exercises and the security aspects of bond and loan transactions. In 2018, Shepherd was part of a team led by Paul Deakins and Bruce Kahl, which acted for NatWest Markets and Lloyds Bank (as joint bookrunners) and Prudential Trustee Company Limited (as bond trustee) on a £250m secured sterling bond issue for the Longhurst Group. In another matter, Shepherd assisted Lloyds Bank with the charging of properties as security for a loan facility to Brighter Futures Housing Association Limited. Alistair McGillivray heads the team.
‘The team mobilised extremely quickly and efficiently to achieve closing of a very challenging deal in just a few weeks. Always available and on point from trainee to partner. Fantastic coordination between the finance, regulatory and property specialists‘
‘Very good structuring experience with pragmatic solutions. Strong legal experience and very good partner supervision‘
‘Paul Deakins is technically a very strong lawyer and has a very good breadth of experience to enable him to think through new structures and identify any issues‘
‘The associates that we know, mainly Angela Shepherd, are happy to talk through issues on the phone to explain a particular deal and help our understanding. This is sometimes preferable before we make a commercial decision and respond by email‘
‘Clifford Chance’s team impresses greatly with its business acumen, industry knowledge and appropriateness of advice‘
‘The associate that we predominantly use is Angela Shepherd. Angela is extremely knowledgeable and all work undertaken is completed to a very high standard. Angela is always more than happy to talk through a particular matter if there is any aspect of the transaction that I need help or guidance on‘
Barclays Bank plc
Lloyds Banking Group
RBC Capital Markets
Deutsche Bank AG London
Prudential Trustee Company Limited
The Royal Bank of Scotland plc/NatWest Markets
HSBC Bank plc
Assured Guaranty (Europe) plc
- Advised Prudential Trustee Company Limited on a £180m secured bonds issuance by Heylo Housing Limited, which included amendments to the financing structure.
- Advising Barclays Bank and European Investment Bank on their loan facility to Triathlon Homes in connection with the financing of the former athletes’ village in Stratford. The facility relates to the acquisition and retrofit of the 1,379 affordable housing units at the former athletes’ village in Stratford (now known as East Village).
- Acted for a leading investment bank, as arranger and original lender, on the grant of a very high-value revolving development credit facility to a group of registered providers.
- Acted for Barclays Bank, HSBC and RBC Capital Markets on a £250m sterling bond issue for the Clarion Group
- Acted for Assured Guaranty (Europe) plc on its guarantee of principal and interest payments on £75m of notes issued by Places for People Treasury plc.
In 2018, Bevan Brittan LLP hired a team of social housing lawyers from Dentons, which included Wendy Wilks and senior associate Fiona McDonald. Their arrivals have added particular depth to the firm's offering in property charging matters, with Richard Stirk and Julie Cowan-Clark also having experience of this type of work. Elsewhere, the firm's recent mandates included the structuring and management of loans to local authority/housing association joint ventures, loan refinancings, derivatives transactions, public bond issues and development finance matters. In 2018, Stirk worked with Hugo Stephens and David Moore to assist Together Housing Group with negotiating the refinancing of a £210m loan facility with Dexia and increase of facilities from four other lenders. The firm also acted for Ledden Estates Limited on the provision of a £1.8m loan from the Homes and Community Agency to build new homes for sale. Jonathan Turner is another notable individual.
Other key lawyers:
Affordable Housing Finance plc
Places for People
Together Housing Group
Warrington Borough Council
Catalyst Housing Group
Yarlington Housing Group
Brighton and Hove City Council
Metropolitan Thames Valley
Croydon Churches Housing Association
- Ongoing advice to THFC and AHF on the securing of new loans, management of portfolios of properties in charge and all minor disposals, consents and releases for over 100 of their registered provider borrowers.
Bryan Cave Leighton Paisner LLP
Bryan Cave Leighton Paisner LLP's practice head Prashanth Satyadeva has been instrumental in the firm successfully winning work from arrangers and dealers in connection with registered provider bond issues. In addition, the firm is now increasingly active in the new build-to-rent/private rented sector, and has advised Homes England and MHCLG as guarantors on bonds issued under the £3.5bn private rented sector guarantee scheme. It also acts for Homes England on other significant matters; Eleanor Hunwicks and others are advising the client on the funding of housing schemes across London, and a recent mandate concerned the provision of a £33.5m loan made available to Pocket Living (through the homes building fund) to boost factory-built affordable one- and two-bedroom homes for first-time buyers.
Other key lawyers:
Homes England (Homes and Communities Agency)
Greater London Authority (GLA)
LaSalle Investment Management
London Legacy Development Corporation
Greensleaves Homes Trust
Bank of New York Mellon
The Prudential Trustee Company
- The team advised Homes England on the real estate finance aspects of a £1bn housing development fund to help build thousands of new homes across England to help increase the pace and volume of housing provision.
- The firm acted for TradeRisks Limited as arranger and dealer on a £250m bonds issuance by Stonewater Funding plc used to provide capital markets funding to housing associations.
- Acted for TradeRisks Limited as a sole bookrunner on a £50m bonds issuance by Charm Finance plc.
- The firm advised GLA Land and Property Limited on a £42m financing deal associated with Peabody’s acquisition of the former Holloway prison site from the Ministry of Justice.
- The firm is acting for Homes England on the provision of a £75m loan to St Modwen Properties plc to unlock and accelerate the construction of more than 13,000 new homes.
Gowling WLG's reputation in social housing finance has grown under the leadership of its practice head Chris Brierley, with the firm regularly involved in finance transactions requiring innovative solutions. In 2018, highlights included Brierley acting as the lead adviser to Norland Estates Limited (a special purpose vehicle subsidiary of Triplepoint Social Housing REIT plc) on its £68m senior debt financing and take out by private placement, and in a separate matter, assisting another subsidiary Triplepoint Propco 2 Limited with a senior debt financing with Lloyds Bank plc of a portfolio of social housing-supported living assets. Brierley's first-rate reputation is also highlighted by the fact that Sanctuary Housing Association is a longstanding client. Brierley works with principal associate Angela Rawlins and director Navin Prabhakar.
Sanctuary Housing Association
Pension Insurance Corporation plc
Sanctuary Treasury Limited
Sanctuary Affordable Housing Limited
Home Group Limited
Triplepoint Social Housing REIT plc
- Acting as the lead adviser to Norland Estates Limited (a special purpose vehicle subsidiary of Triplepoint Social Housing REIT plc) on its £68m senior debt financing and take out by private placement.
- Assisting another subsidiary Triplepoint Propco 2 Limited with a senior debt financing with Lloyds Bank plc of a portfolio of social housing-supported living assets.