Irwell Valley Housing Association (“IVHA”) wanted to acquire its repairs and maintenance and voids contractor, as this offered a number of commercial benefits.
The acquisition would enable IVHA to:
- develop and deliver its own unique repairs and maintenance services to its tenants with a real focus on delivering fantastic customer service;
- make a commercial business return on its investment;
- benefit from VAT savings and labour costs; and
- explore developing and delivering further in-house services, including capital programme works, gas servicing, grounds maintenance and even the potential of building new homes to add to its housing stock.
What was our role?
Having previously advised them on procurement matters, we were instructed by IVHA to advise and support them through what would be their first acquisition of a “commercial” business. Our work included:
- carrying out due diligence highlighting risks identified during the due diligence process including historical pension issues in relation to employees; breaches of lease terms; risks on dilapidations, employee claims, procurement requirements. In each case advising on how to regularise the positions;
- drafting and negotiating all key legal documents and liaising with the accountants in relation to the tax structure and capital allowances; and
- advising and drafting documentation on the initial hive down of the business into a new company and the client acquiring the shares in the new company.
How did we add value?
Throughout the transaction, we recognised the risk averse nature of our client and accommodated their needs through the high level of strategic advice that we provided. We advised and guided the client on the best structure for the acquisition. This included a hive-down of assets to a newly incorporated company to limit their liability for historical liabilities in relation to a transferring leasehold property, employees transferring under TUPE, material contracts and owned and leased vehicles. We also ensured the client benefitted from the EU procurement rules and VAT savings which they were seeking as part of the acquisition.
