Ashurst, Freshfields and SJ Berwin seal Nomura property sale

Ashurst, Freshfields Bruckhaus Deringer and SJ Berwin were among the advisers on the acquisition of residential property company Annington Homes by Guy Hands’ private equity group Terra Firma.

The buyout group has agreed to buy Annington – which owns the Ministry of Defence’s (MoD) Married Quarters Estate – from Japanese bank Nomura for £3.2bn, including £1bn in new equity and debt financing and £2.2bn of existing debt.

SJ Berwin advised Terra Firma, fielding corporate partner Ed Harris and funds partner Duncan Woollard as lead advisers. The team also included associates Leanne Moezi, Rob Mailer, Jacob Traff and Patrick Hamm, real estate partners William Boss and Darren Rogers, property associate Helen Murcott and finance partners Andrew Bliss and Ian Borman, as well as finance senior associate Emma Russell.

Ashurst corporate partner Bruce Hanton, funds partner Piers Warburton and finance partner James Coiley advised Nomura, while Freshfields principal consultant Vanessa Knapp led for Annington, which also took advice from US firm Cravath Swaine & Moore.

The Cravath team included London corporate partner David Mercado and associate Jonathan Coleman.

Meanwhile, a Latham & Watkins team led by City finance partner Brett Cassidy acted for Barclays, the underwriter and sole financial adviser to Terra Firma. Other members of the Latham team included London associates Stephen Soper and Christina Brittain.

Annington’s primary business consists of renting its residential real estate to the MoD, conducting rent reviews and selling property released by the Government department.

Terra Firma chairman and founder Hands has managed the investment on Nomura’s behalf since the Japanese bank acquired it from the MoD in 1996, including for ten years since the British investor set up Terra Firma in 2002.

Annington has leased most of its Married Quarters Estate properties back to the MoD to provide accommodation for service families since Nomura set it up in 1996. The estate now contains roughly 40,000 properties.

Background to this deal:

SJ Berwin’s recent deals for Terra Firma include advice on its £276m acquisition of Garden Centre Group from Lloyds Banking Group, with Harris, Borman, Boss and Moezi all advising. Ashurst acted for the lenders to Terra Firma – Lloyds, Barclays and the Co-operative Bank – on the deal earlier this year (2 July 2012).

Ashurst sits on Nomura’s Emea legal panel, which was last reviewed in 2010 (5 August 2010). Emea corporate legal head Chris Barlow recently told The Lawyerthere was no further reviews imminent (12 November 2012).