We acted for Trafford Housing Trust (THT), a 9,000-property housing association located in Greater Manchester, as it joined the L&Q Group (95,000 properties) as a subsidiary. The merger was the concluding step of a partnership between THT and L&Q over the past 4 years, initially through a joint venture (comprising a development company and a jointly-owned charitable registered provider) and then by merger. This project built on the work we have previously done for THT in creating the unique joint venture between itself and L&Q in 2017. The business case for the merger was predicated on the delivery of 20,000 new homes across the North West over 5 years at an investment value of £4bn as part of L&Q’s overall ambition to deliver 100,000 new homes over the next 10 years.
Our work included providing strategic advice to THT on the merger process, the ways in which this could be achieved (“full merger” by amalgamation, or (as was chosen) parent-subsidiary route); carrying out legal due diligence on L&Q and negotiating the amended THT constitution; negotiating the terms on which THT would join the L&Q group and reflecting these in an intra-group agreement between them and associated documentation; advising on THT’s regulatory and Charity Commission approvals.
A challenge involved with this project was drafting bespoke arrangements to reflect the geographic split (L&Q is South-East based and THT is North-West, and the first member of the L&Q group outside the South East) and negotiating the level of involvement of THT within the wider L&Q Group, at a time when L&Q had a number of high-profile service failures and was dealing with poor PR. This was overcome by clear and consistent project management, regular client liaison meetings and an “always available” service meaning THT had immediate access to partner and senior support constantly throughout the project, to advise on emerging issues and strategic matters.
We made sure that our project team included lawyers in each relevant service area at varying levels of seniority to provide the most appropriate level of cover, ensuring value for money and expertise throughout the matter. When the project timetable had to be adjusted on several occasions, we worked closely with the THT Team and L&Q’s advisers to ensure that momentum was maintained to ensure that matters could be resumed quickly and efficiently. We worked closely and collaboratively with numerous third-party advisors and stakeholders to both THT and L&Q including so our advice dovetailed with theirs. Finally, when an unexpected issue arose at the eleventh hour requiring Charity Commission involvement, we were able to use our strong relationships with senior officers within the Charity Commission to expedite matters considerably.
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