Trowers & Hamlins advises on the merger of Catalyst and Aldwyck housing associations


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The Banking & Finance and Real Estate Finance Security teams at international law firm Trowers & Hamlins have advised Catalyst Housing Limited and Aldwyck Housing Group Limited on their merger.

Catalyst and Aldwyck cemented their desire to work in partnership with Aldwyck and its subsidiaries joining the Catalyst group in May 2019. A legal consolidation of the two groups was completed on 2 December 2019 with Aldwyck transferring its engagements to Catalyst. A member of the G15 group of London's largest housing associations, the merger sees Catalyst's continued expansion into the northern home counties, with Aldwyck bringing in 11,000 homes across Hertfordshire, Buckinghamshire, Cambridgeshire and Northamptonshire. The combined group manages and owns 32,000 homes.

Trowers & Hamlins advised Catalyst on the funding aspects of the first stage of the merger process whilst supporting both Aldwyck and Catalyst with security charging matters connected to the splitting of syndicated loans. Trowers advised both organisations on the final outstanding consent requirements following completion of the merger of the two groups. The instructions involved a review of consent requirements under funding arrangements, a four-way split of a syndicated loan and dealing with bondholder, noteholder and ISDA consent requirements. Conditional consent from many of the funders was built into the consent documents negotiated for the first stage with the aim of saving time and cost to complete the legal merger. This ambition was realised with completion of the transfer of engagements well ahead of the original schedule.

As part of this work, the Real Estate Finance Security team carried out title due diligence for around 10,000 properties, which successfully increased the value of Catalyst's charged stock by £23.3 million. Immediately prior to the transfer of engagements, the Trowers and Catalyst teams placed 1,300 properties into charge in less than three weeks from receipt of instructions.

The Trowers & Hamlins Banking & Finance team was led by partner Eleanor James, principally supported by Jasna Djurisic and Danny O'Brien. The Real Estate Finance Security work was undertaken by Forhad Ahmed and Beth Lindsey supervised by Katie Dyer, Sarah Darvell and Caroline Nugent.

Eleanor James said: "We are delighted to have worked with Catalyst and Aldwyck on this merger. Capitalising on the respective strengths and expertise of both associations, we trust the updated and streamlined funding arrangements of the newly expanded Catalyst will support its aims of delivering more affordable housing across its wider geography."

Michaela Booth, Director of Corporate Finance said: "We are delighted to have undertaken the final stage of our merger in such a short timescale and are extremely grateful to Trowers & Hamlins, who were pragmatic and efficient throughout and easily met our ambitious timetable. I would also like to thank our funders for their support throughout the process. We now look forward to delivering our shared ambitions across our wider geography."

 

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