Jane Brassington, Howard Kennedy

Last spring, at the height of the Covid-19 pandemic, Howard Kennedy advised on a joint venture between Galliard Homes and Apsley House Capital for the forward funding of the Soho Wharf regeneration scheme in Birmingham to Swedish residential company Heimstaden Bostad for £160m.

The scheme will provide 752 new build-to-rent homes, comprising 650 apartments and 102 townhouses, along with commercial space and affordable homes at discounted market rents.

“This was an extremely important transaction for all parties: Heimstaden because it was its first investment into the UK; and Galliard because they were able to secure the forward funding from Heimstaden to develop the site”, explains legal director Jane Brassington, who led on the deal, alongside development partner David Philips.

“It was great to work on such an important transaction for Galliard and Apsley and to cement our position as their lead corporate real estate, as well as real estate, legal advisers.”

Brassington specialises in transactional and non-transactional corporate work for clients including mergers and acquisitions (M&A), investments, and general company law advice. She focuses on private M&A and investments, advising family offices, management teams, and corporate clients. She manages transactions from the heads of terms stage through to completion, with a hands-on approach to each step.

Brassington joined Howard Kennedy in April 2019, working at Knocker & Foskett in Sevenoaks for five years after qualifying at legacy Cameron McKenna in 2000 and working in the firm’s corporate team until 2007.

She says that collaborative working came to characterise this deal, in term of its structure and its context. “We had to work in a very collaborative way with Clifford Chance, who were Heimstaden Bostad’s legal advisers, in order to resolve various complex issues that arose during the course of the transaction.”

She adds: “We have a very close working relationship with the Galliard and Apsley teams, so it is always good fun working with them. It was important to know that the HK team would work well with the clients as well as together and that everyone clearly understood their roles”, she adds. “We have continued to work for Galliard and Apsley in respect of new joint ventures and another disposal by Galliard and Apsley of an office building on Summerhill, Birmingham. I have also worked for other commercial real estate clients and on a sizeable M&A transaction for a longstanding financial services client of HK.”

Galliard have been a key client of Howard Kennedy’s real estate department for around 30 years, with the relationship dating back to Galliard’s founding in the early 1990s. The firm has extensive relationships with legal director David Hirschfield, director of investment and developments Jonathan Morgan and head of asset management and commercial Chris Duffy at Galliard.

With regards to key contacts from Howard Kennedy, they have particularly good relationships with Kate Woodgate, David Philips and Martin Philips, and will regularly call on these partners to work with them. The team has worked with Galliard on hundreds of deals over the years, with at least seven being valued at more than £50m in the last three years.

The relationship is particularly unique because Galliard has built up a level of trust with the Howard Kennedy team, making the firm their “go-to” on most of their development projects, not only as a legal advisor but as a mentor, according to Howard Kennedy.

The deal was particularly important in that it is the first investment into the UK made by Heimstaden Bostad. The Soho Loop scheme is a huge project, which will provide more than 750 new canal-side homes, alongside more than 10,000 square foot of commercial space and 300 car parking spaces and is part of a wider project to regenerate former industrial areas of Birmingham.

Howard Kennedy assisted Galliard Homes and Apsley House with the corporate, construction and real estate legal aspects of the transaction. Leading on the matter was Philips, supported by construction partner James Stewart and Brassington. The team at Howard Kennedy was appointed based on its successful history working with Galliard.

Originally, Galliard had planning permission for a residential site, and the client wanted to tweak this permission. The completion of the transaction was conditional on amending the planning with agreement from Birmingham City Council.

The team dealt with several complexities throughout the process, mainly surrounding the matter of titles. The site Galliard assembled initially was large, consisting of around 12 different titles. After doing a land swap with the council Galliard possessed 18 titles of which there were at least three that were unregistered, which the team had to deal with by means of a combination of redesign of the development and the insurance. In addition, several changes to elements of the deal such as the affordable housing meant the team had to draft and amend new contracts under time pressure throughout.

The deal completed successfully at a value of £160m. Howard Kennedy continues to work closely with Galliard, as key advisors to them in their projects. This particular deal is an example of how well the firm worked collaboratively across the different real estate teams to meet the client needs as effectively as possible. This way of working has become more frequent in recent years, and as such it has become a specialism of the real estate department and wider firm.

The Galliard team consisted of lawyers of various seniorities, for different parts of the project, with the aim of giving the client the best possible value for money. The deal had multiple moving parts and changing elements, so it involved significant guidance from the Howard Kennedy team to ensure the client understood the various elements and potential implications of decisions and events.

Reflecting on the change of pace during the pandemic, Brassington says: “I have enjoyed working from home, which has enabled me to better balance my work commitments with family life. Before the pandemic I think the debate around flexible working still had negative connotations but now it has been re-spun in a more positive light as law firms can see the benefits of continuing to allow employees to work from home. Like all fee earners I have had to adapt the way we work with junior members of the team to make sure they feel included and to always give them feedback. I think it ultimately created a much more open and friendly working team as everyone was happy to discuss aspects of their lives outside work. However, the constraints of the pandemic did not affect our team’s ability to get the job done.”

Since the Galliard deal closed, Brassington has worked on a wide range of commercial real estate deals as well as more general M&A transactions and a reverse takeover.