Social housing: finance in London

Addleshaw Goddard

Addleshaw Goddard is considered ‘the pre-eminent and go-to lender law firm‘ in the social housing arena and, as such, acts for some of the country’s largest financial institutions, for whom the ‘approachable and available‘ team, headed by ‘sector expertLee Shankland-Gort, has recently been particularly active with regard to the transition of loans from LIBOR to SONIA. Jennie Chilton ‘always finds a solution to challenging issues‘ when advising on the securing of large housing portfolios for private placements, bond issues and bank lending. Debt capital markets expert Beth Collett is highlighted as ‘a renowned expert with regard to social housing bonds‘ and Steve Mackie is considered an ‘assured industry expert‘, in particular regarding debt transactions. Further key members of the team are ‘future leader in the sectorTom McHugh, ‘stand-outGeoff McGinley and partner Helen Hunter.

Responsables de la pratique:

Lee Shankland-Gort

Autres avocats clés:

Jennie Chilton; Beth Collett; Steve Mackie; Helen Hunter; Tom McHugh; Geoff McGinley

Les références

‘Steve Mackie is a calm and assured industry expert. Tom McHugh is a future leader in the sector. Jennie Chilton is an industry leader with a great balance of technical and commercial acumen.’

‘We get a superlative level of support from the AG team, they really are my ‘go-to’ firm on all things Social Housing related. Aside from being head and shoulders from a sector knowledge perspective, they are approachable and available, willing to discuss the simple to the most complex of issues, true market leaders in their field.’

‘Lee Shankland-Gort and Steve Mackie: All eminently professional, hugely knowledgeable, always approachable and available. Very passionate about the sector and committed. Standout associate for me this year has been Tom McHugh, thinking outside of the box, tenacious, professional.’

Principaux clients

Barclays Bank

The Royal Bank of Scotland / National Westminster Bank

Santander

Lloyds

Clydesdale Bank

HSBC Bank UK

MUFG

National Australia Bank Limited

Nationwide Building Society

ARA Venn

Principaux dossiers

  • Advised all 18 lenders on all aspects of the £11bn merger of Peabody and Catalyst (and the necessary consents under existing facility agreements). This involved advising the lenders on all aspects of the matter from advising each lender on the merger activity (and the necessary consents under existing facility agreements) to the amendments and/or restatements of existing facilities.
  • Advised ARA Venn on the establishment of precedent loan, finance and property security documentation for the £3bn Affordable Homes Guarantee Scheme. Further acted on the first three debut loans made under the Scheme to B3 Living Limited, Vivid Housing Limited and Watford Community Housing Trust (totalling £265m from the initial £350m bond issuance).
  • Advised Banco Santander, S.A., Barclays Bank PLC, Lloyds Bank Corporate Markets plc, NatWest Markets Plc and SMBC Nikko Capital Markets Ltd as Dealers and The Law Debenture Trust Corporation p.l.c. as Note Trustee and Security Trustee in relation to Stonewater Funding plc’s £1bn Note Programme.

Devonshires Solicitors LLP

Devonshires Solicitors LLP is particularly known for acting on the borrower side of social housing finance matters and is hailed for the ‘detailed knowledge and understanding‘ of the sector. The practice frequently advises the largest registered providers in the UK on the raising of debt finance, the issuance of own name bonds, private placements and borrowing from specialised social housing funds or local authorities as well as the charging of property as securities for loan facilities. ‘Knowledgeable, personable and practicalJulian Barker heads the banking and capital markets team, and specialises in all types of finance options for registered providers. Sharon Kirkham is the head of the securitisation team and has a specialism in providing advice on the property aspects of giving security. Gary Grigor, Chris Drabble, Alice OvertonAndrew Cowan  and Natalie Swales are further key practitioners with specialisms in the financing arrangements of mergers, property charging issues, bond issues and constitutional social housing matters respectively.

Responsables de la pratique:

Julian Barker; Sharon Kirkham

Autres avocats clés:

Andrew Cowan; Chris Drabble; Gary Grigor; Alice Overton; Natalie Swales

Les références

‘The team as a whole are very welcoming and down to earth. I specifically work with the securitisation team who have a wealth of knowledge and so easy to work with. They don’t converse in jargon, it’s plain text for those of us not legally trained, which is so helpful in understanding difficult exercises and for training new team members too. Deovnshires also consistently keep up with any legislative change or Social Housing changes and are always on hand to answer any queries we might have.’

‘Fantastic profile, trusted by funders, dependable and trustworthy in delivering fair fees.’

‘The Devonshires team is highly responsive with an in depth knowledge in their areas of expertise. That knowledge is then translated with a commercial focus into easy to understand explanations and instructions for their clients. The team has an excellent understanding of when to raise points of detail that need to be addressed and when to focus on the commercial big picture that their clients are trying to achieve.’

Principaux clients

Stonewater

Metropolitan Thames Valley

London & Quadrant

Platform Housing Group

Apex Housing Association

Anchor Hanover

Notting Hill Genesis

Sage Housing

Paradigm Housing Group

Southern Housing Group

The Riverside Group

Triple Point (Metlife and Barings)

Magna

Progress Housing Group

Onward Housing Association

Beyond Housing Association

Housing 21

Broadacres Housing Association

Your Housing Group

Principaux dossiers

  • Advised The Riverside Group Limited and One Housing Group on the financing arrangements emanating out of their formal partnership by way of One Housing Group (and its subsidiaries) becoming subsidiaries of The Riverside Group. The work involved procuring consents from incumbent funders to both entities (where required) and entering into bespoke arrangements involving £1bn + of debt with third party funders and intra-group arrangements.
  • Advised Onward Housing Association on their £350 million bond issue and financing arrangements emanating out of its consolidation with Contour Housing Association.
  • Having advised London & Quadrant Housing Trust on the establishment of its Euro Medium Term Note Programme in 2020, acted for L&Q again on the issue of £300 million sustainability-linked bonds under the Programme.

Trowers & Hamlins LLP

As Trowers & Hamlins LLP’s social housing finance practice advises both on the borrowers and lender side, the team acts for all types of market participants, including local authorities, housing associations and for-profit registered providers as well as institutional investors, such as banks, and equity investors. Congruently, the team has ‘excellent experience of the housing sector’ advising on a plethora of matters, such as bond issues, loan facilities and private placements as well as on mergers and housing group re-structures. Katie Dyer and Melanie Comer head the firm’s national real estate finance security offering and Adrian Carter and Neil Waller are the national heads of the banking and finance practice. Eleanor James provides an ‘excellent service‘ to social housing providers in respect to private placements and capital markets issues, among others, and clients feel that the practitioners ‘work extremely well together as a team‘. Sarah Gooden retired in March 2022.

Responsables de la pratique:

Adrian Carter; Neil Waller; Katie Dyer; Melanie Comer

Autres avocats clés:

Eleanor James

Les références

‘The firm has excellent experience of the housing sector and understanding of client priorities and strength in depth. They have an excellent breadth of experience and provide excellent advice across all of our activities, enabling us to achieve our objectives. Billing and charges are clear, in line with estimates, and offer good value.’

‘Eleanor James and Neil Waller lead on our work programme, supported by Jane Kirkham – they work extremely well together as a team and continually deliver excellent service and advice to schedule. Their knowledge and approach has helped us to manage risks and opportunities well.’

‘They always go over and above what is agreed and expected and nurture the client relationship while keeping costs very reasonable for the service provided. They are proactive and work diligently to get projects finished in good time, often completing them ahead of deadlines.’

Principaux clients

Aster Group

believe housing

Bernicia Group

bLEND Funding plc

Borrowers’ Advisory Group of MORhomes

Bromford Housing Group

Brighter Places

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

Heart of Medway

Livewest Homes Limited

Midland Heart Limited

Monmouthshire Housing

Mosscare St Vincents

Network Homes Limited

North Star Housing Group

Orbit Capital plc

Origin Housing Limited

Newport City Homes

Peabody Trust

Paradigm Housing Group

Phoenix Community Housing

Poplar Harca

Sovereign Housing Association Limited

The Guinness Partnership Limited

The Housing Finance Corporation Limited

Two Rivers Housing

Vivid Housing

Zebra Housing

Principaux dossiers

  • Acted on a £250 million refinancing transaction, including new loan facilities from two lenders, the restatement of an existing long-term facility and an £85 million private placement with Legal and General – the first ever sustainability-linked private placement by a housing association.
  • Acted on the refinancing of Origin Housing Limited’s entire loan portfolio. Two of the loans were sustainability linked loans with metrics linked to governance and diversity and inclusion policies.
  • Acted for Paradigm Housing Group on their inaugural £350 million sustainability bond issue. Advised on all aspects of the bond issue which was issued in accordance with Paradigm’s Sustainability Finance Framework, which embeds environmental, social and governance (ESG) factors into its strategy.

Anthony Collins Solicitors LLP

Anthony Collins Solicitors LLP acts predominantly on the borrower-side of social housing finance transactions while having a ‘strong working knowledge of the practices and mindsets of the lenders‘. The team, headed by ‘excellentNatalie Singh, ‘always deliver excellent legal advice‘ on complex group refinancing and restructures and are ‘excellent to work with on treasury matters‘ as well as the funding of joint ventures within a registered provider group – one of the specialisms of partner Jon Coane. Ranjit Bassey is the team’s specialist for the property securitisation aspects of social housing finance matters.

Responsables de la pratique:

Natalie Singh

Autres avocats clés:

Ranjit Bassey; Jon Coane

Les références

‘Anthony Collins are a values driven organisation. They always deliver excellent legal advice in a balanced, friendly, engaging and professional way.’

‘The team are clearly not solely profit driven and evidently put provision of excellent client service first whilst at the same time supporting and developing their staff.’

‘Strong working knowledge of the working practices and mindsets of the lenders and what works and doesn’t work. ACS has an innovative use of project management techniques to monitor and report on progress of the work and key stages and milestones. Communication was always clear and helpful. Able to communicate well with a diverse range of skills and knowledge at board and senior manager levels.’

Principaux clients

Aspire Housing Limited

Bolton At Home

Broadland Housing Association Limited

Choice Housing Ireland Limited

Connexus Homes Limited

EMH Group

Housing Plus Group

Livv Housing Group

Magenta Living

Thirteen Housing Group Limited

Principaux dossiers

  • Advised Connexus Housing Group in respect of phase 2 of its corporate restructure which saw three group entities undertake a statutory transfer of engagements (under section 110 of the Community and Benefit Societies Act 2014) into one remaining group entity, the collapse of an existing treasury vehicle and the dissolution of a number of group subsidiaries.
  • Advised Housing Plus Group (HPG) in relation to the accession of Stafford & Rural Homes into HPG’s group funding structure. This was a complex restructuring exercise involving associated amendments to the loan arrangements with (amongst others) Barclays Bank UK Plc, Nationwide Building Society and Clydesdale Bank PLC and involving loan facilities of more than £462m in aggregate.
  • Acted for Thirteen Housing Group Limited (acting as borrower) in respect of the amendment and restatement of its existing loan facilities with both Barclays Bank Plc (acting as lender) and Nationwide Building Society (acting as lender). These amendment and restatement exercises, which were ran in tandem, involved facilities of more than £50m in aggregate.

Bevan Brittan LLP

Bevan Brittan LLP provides advice to both borrowers and lenders in the social housing market. The team is particularly well-known for its advice to local authorities lending and investing into social housing, supporting them with the formation of wholly owned registered providers, joint ventures and long-term investments. The practice, headed by ‘excellentLouise Leaver, a specialist for social housing finance matters, is complemented by the security taking team which is led by ‘well-versedJessica Church, Wendy Wilks and Richard Stirk. David Moore is known to provide ‘excellent advice on a number of funding deals’ and clients appreciate the ‘excellent service’ of the team generally.

Responsables de la pratique:

Louise Leaver

Autres avocats clés:

Wendy Wilks; Richard Stirk; David Moore; Jessica Church; Sarah Greenhalgh

Les références

‘Great range of experience across the team and juniors were of a high calibre. Responsive service.’

‘Louise Leaver and Jessica Church were excellent, being well versed in their areas and responsive & professional.’

‘The team are very supportive, bring a breadth of knowledge, experience and market awareness.’

Principaux clients

ForViva Group

Havebury Housing Partnership

Leeds & Yorkshire Housing Association

Network Homes

Places for People Group

Settle Group

Silva Housing Limited

Southern Housing Group

Sovereign Housing

Together Housing Group

VIVID Homes

ARA Venn/Saltaire Housing

M&G Investment Management Limited

M&G Trustee Company Limited

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

Charity Bank

Reliance Bank

Principaux dossiers

  • Advised Havebury Housing Partnership on a £150m private placement and £60m revolving credit facility to support delivery of 1,000 new homes and decarbonise its stock.
  • Acted for Together Housing in relation to the simultaneous refinance and restatement of four of its existing loans.
  • Advised Southern Housing Group on the simultaneous refinance and restatement of its facilities with three major banks, including new sustainability linked provisions.

Pinsent Masons LLP

The social housing finance team at Pinsent Masons LLP acts for institutional lenders, such as large banks, as well as alternative funders, frequently advising on bespoke, high-value lending products and collaborating ‘with the borrower to find solutions that work for all parties‘. The practice has consistently been ‘growing their profile in the debt capital markets space following the recruitment of Alexis Hayworth a few years ago‘  – he joined from Allen & Overy LLP in 2019 and has added experience in EMTN programmes, commercial paper financing, sustainability bonds, and more. Practice head Sarah Whitty advises lenders on secured and unsecured bi-lateral and syndicated lending, private placements, joint ventures, sustainability linked loans, development finance and more. Edward Sunderland is a further key practitioner.

Responsables de la pratique:

Sarah Whitty

Autres avocats clés:

Alexis Hayworth; Edward Sunderland; Sophie Al-Mahdawie

Les références

‘The team are top tier in terms of advising funders/institutional investors in the social housing finance space. Over the course of the past year, they led the way with a number of their clients in relation to the SONIA transition. They are also growing their profile in the debt capital markets space following the recruitment of Alexis Hayworth a few years ago.’

‘The team work well to both implement their client’s requirements, but also collaborate with the borrower and their advisers to find common ground where there are issues and find solutions that work for all parties.’

‘Sarah Whitty: very knowledgable, friendly and always keep to timescales agreed.’

Principaux 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

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

Principaux dossiers

  • Advised the joint bookrunners on the issue of a £350m sustainability bond. Paradigm Homes Charitable Housing Association Limited (the Issuer) issued the bond to support its ambition to invest in good quality, safe and energy efficient homes. The 30-year bond was listed on the London Stock Exchange’s International Securities Market. Drafted the offering document and all of the transaction documents and advised 7 separate banks in respect of their individual funding streams to Paradigm including a new sustainability linked loan on behalf of National Australia Bank, and sustainability linked loan on behalf of Lloyds Bank plc.
  • 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 5 banks in respect of their £355m loan facilities to Aster Communities and advised Prudential Trustee Company Limited as note trustee and bond trustee.
  • Advised HSBC Bank plc, MUFG and NatWest Bank Plc under separate instructions in respect of sustainability linked loan facilities provided to Southern Housing Group Limited. Provided comprehensive advice to allow the two funders involved to negotiate and document appropriate and challenging ESG KPIs, covenants and reporting requirements to allow the lenders involved to provide a truly sustainable loan facility. Assisted the lenders with ensuring that their policy requirements were effectively captured within the documentation.

Clarke Willmott LLP

Clarke Willmott LLP fields specialised housing and banking practitioners who focus on social housing finance matters, including development funding. The team advises on a variety of funding options, including private placements, aggregated bonds and bilateral and syndicated facilities, while the securitisation team handles any issues concerning property charging and supports on large-scale due diligence exercises for transfers of stock. Cardiff-based Vicky Kells and Manchester-based Lindsay Felstead are the national heads of the practice, and are supported by Fraser MacRae who advises both borrowers and funders on any secured funding issues.

Responsables de la pratique:

Vicky Kells; Lindsay Felstead

Autres avocats clés:

Fraser MacRae

Principaux clients

Metropolitan Thames Valley

Silva Homes

Valleys to Coast

One Housing Group

Trident Housing

Melin Homes

Notting Hill Genesis

Triodos Bank UK Limited

Principality Building Society

Handelsbanken

Taff Housing Association Limited

Abbeyfield Wales Society

United Welsh Housing Association

Optivo

RHA Wales Group Limited

First Choice Housing Association

Principaux dossiers

  • Acted for Melin Homes on the property due diligence for its £150m funding package with Macquarie Asset Management. Dealt with all property charging and title rectifications and the planning team provided support on a programme of variations of S106 agreements. Also acted on its £51m refinance of its first SONIA based loan.
  • Acted on Valleys to Coast’s £35m bLEND funding (the first social bond issued by bLEND) and subsequently on a £15m sustainability linked loan from another funder.

Clifford Chance LLP

Clifford Chance LLP advises investors and funders active in the social housing sector, focusing on complex, high-value transactions. Clients include large international banks and security trustees; the team provides advice on bonds, private placements, synthetic securitisations and the restructuring of facilities. Angela Shepherd has a focus on the project and property aspects of social housing finance transactions and frequently advises on such issues as the security aspects of bond and loan transactions. Capital markets transactions specialist Paul Deakins is experienced in advising on secured bond issues by registered providers, amongst other areas..

Responsables de la pratique:

Paul Deakins; Angela Shepherd

Les références

‘Go-to people for complex and advanced financing structures and advice.’

‘Angela Shepherd – very strong real estate and social housing experience and knowledge. Respected generally in the sector.’

‘Genuine experience and knowledge in the social housing sector. In addition, the team makes itself available at short notice to deal with issues that require a concerted approach/to be agreed with the other parties’ legal team. They will strive to find a common ground to progress commercial matters.’

Principaux 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

Principaux dossiers

  • Advised a consortium of banks, including Barclays Bank, BNP Paribas and Lloyds Bank, on the Clarion Funding plc issue of GBP 300 million 1.875% secured sustainability notes due 2051.
  • Advised a consortium of investment banks on a very high-value senior revolving development credit facility to a group of registered providers.
  • Advised Deutsche Bank AG on the second social housing commercial mortgage-backed securities (CMBS) in the social housing market.

Winckworth Sherwood

The social housing finance team at Winckworth Sherwood LLP provides advice to both borrowers and funders on all types of debt funding. The ‘very well regarded lawyers‘ are ‘highly experienced‘ and show ‘sound judgement‘ when advising their lender, issuer, trustee and investor clients on such finance matters as bonds, bank loans and private placements as well as bespoke funding arrangements. ‘Stand-out partnersRuby Giblin, Jill O’Reilly and Louise Forrest jointly head the team and are noted for being both ‘very knowledgeable and approachable‘. Lucy Grimwood, who made partner in April 2022, has a specialism in ESG-linked finance options.

Responsables de la pratique:

Ruby Giblin; Jill O’Reilly; Louise Forrest

Autres avocats clés:

Lucy Grimwood; Patricia Umunna; Zofia Kordek

Les références

‘The team are highly experienced and have a sound judgement. As such, they are very well regarded lawyers in the sector. How they differ from other firms I would say is the service, which always feels personal. We used their online portal on our recent charging exercise to upload and download information & it was very useful & easy to navigate.’

‘Ruby Giblin and Jill O’Reilly stand out for me as partners. Very knowledgeable & approachable. Their staff shine for me due to their personal service, overall diligence and dedication.’

‘Jill O’Reilly and her team work really hard on our charging matters. They are all really knowledgeable, friendly and approachable.’

Principaux clients

Clarion Housing Association Limited

M&G Trustee Company Limited

Longhurst Group

Soho Housing Association

B3 Living

Tower Hamlets Community Housing

Spitalfields Housing Association

Hightown Housing Association

Harrow Churches Housing Association

MUFG

First Abu Dhabi Bank

Lloyds Bank plc

Swan Housing Association

Notting Hill Genesis

M&G Investment Management Limited

Vivid Housing

A2 Dominion

London & Quadrant

BPHA

Gowling WLG

Gowling WLG acts for banks, housing associations as well as registered providers on a variety of finance issues related to the social housing market. The team advises on bond issuance and cancellation, cash pooling and treasury arrangements as well as direct loans and has recently been active on LIBOR to SONIA switches, financings incorporating sustainability targets and the unwinding of uneconomic interest hedging transactions. Chris Brierley heads the practice and is experienced in acting for both borrowers and lenders. Navin Prabhakar  is experienced in advising on corporate banking facilities and bond issues.

Responsables de la pratique:

Chris Brierley

Autres avocats clés:

Navin Prabhakar

Principaux clients

Sanctuary Group

Triple Point Social Housing REIT plc

Principaux dossiers

  • Advised Triple Point Social Housing REIT plc on a £195m private placement secured on a portfolio of specialised supported living properties.