Simply UK Acquires Six Care Homes Across Yorkshire and Nottinghamshire

BRM Solicitors and BEST Solicitors jointly advised the vendors on the complex asset and property disposals. BRM acted as the lead advisor managing the day-to-day elements of the transaction and advising the vendors on the corporate, construction and employment and regulatory elements of the transaction with a team compromising Corporate Director Trevor Bird, Executive Director Sarah Rowland, Director and Head of Employment Amy Hallam, Corporate Solicitor Matthew Lilly and Corporate Paralegal Morgan Summerfield. The team at BEST advised on the real estate elements of the transaction with a team comprising Head of Commercial Property Ian Osborn and Head of Conveyancing Elizabeth Harris.

The transaction, which was completed for an undisclosed sum, is expected to add 498 beds to Portland Care Group’s portfolio across the six care homes included. Managing Director of Portland Care Group Rob McDonald described the acquisition as “a further step” in the Group’s plans for growth.

BEST Solicitors has advised the vendors on the disposition to Simply UK of six purpose-built care homes in Nottinghamshire and Yorkshire and their lease to Portland Care Group. BRM Solicitors also advised the vendors, while DLA Piper advised Simply UK and the Portland Care Group.

The transaction, which was completed for an undisclosed sum, is expected to add 498 beds to Portland Care Group’s portfolio across the six care homes included. Managing Director of Portland Care Group Rob McDonald described the acquisition as “a further step” in the Group’s plans for growth.

BRM Solicitors and BEST Solicitors jointly advised the vendors on the complex asset and property disposals.

BEST Solicitors advised the vendors on the complex property disposals with a team comprising Head of Commercial Property Ian Osborn and Head of Conveyancing Elizabeth Harris. BRM Solicitors dealt with the corporate elements of the transaction.

Lawyer Monthly had the pleasure to speak with Trevor Bird of BRM Solicitors, lead advisers on the transaction, to give us some further insight into this transaction:

Can you please tell us about the team members who advised on this deal and their roles?

As lead, BRM advised the vendors on the transaction overall. The transaction was led by BRM Corporate Director Trevor Bird, who was supported by Corporate Solicitor Matthew Lilly and Corporate Paralegal Morgan Summerfield. Executive Director Sarah Rowland advised on the construction elements of the transaction and Employment Director Amy Hallam advised on the TUPE elements of the transaction. The vendors were advised on the real estate elements of the transaction by Head of Commercial Property Ian Osborn and Head of Conveyancing Elizabeth Harris at BEST Solicitors.

How did you work with Best Solicitors to ensure that the transaction was closed successfully?

As the lead advisor on the transaction, we ensured that there were daily update/traction calls with BEST solicitors, the vendors and the solicitors acting for the buyer. This ensured that we hit the key milestones and allowed us to deal with potential issues that could derail or delay the progress of the transaction promptly, ensuring in turn that we did not miss the contractual longstop date.

In what ways does your work on this transaction fit the profile of your firm?

This deal is one of many large multi-jurisdictional deals that BRM have advised on in the last 12 months. We regularly act for vendors where the buyers or investors are real estate funds or private equity funds. The Corporate and Real Estate teams have jointly completed deals in excess of £200 million in the last 12 months, of which half were corporate transactions. At BRM we pride ourselves on being a regional firm that consistently competes for work against the larger firms in the City of London, which is a clear testament to the quality and experience of our colleagues and the firm’s reputation.

This deal is one of many large multi-jurisdictional deals that BRM have advised on in the last 12 months.

What impact do you expect the success of this deal to have on the care sector across Yorkshire and Nottinghamshire?

We have encountered significant challenges because we had to deal with the buyers’ solicitors, who in turn had to report to the fund based in Paris and their solicitors. In the end, we had to forge a joint effort with the buyers’ solicitors to satisfy the requirements of the fund and their solicitors to get the transaction over the line. This was a large transaction with multiple moving parts that required regulatory approval from the Care Quality Commission to complete. This meant that the transaction worked on a split exchange and completion mechanism with a longstop date, meaning that once the vendors and the buyers exchanged contracts the clock started to tick and it was all hands on deck to obtain the required regulatory approval before the longstop date.

Lawyer Monthly also had the pleasure to speak with Ian Osborn of Best Solicitors to give us some further insight into this transaction:

Could you please expand on the role your firm played during this transaction, and on the features of the six properties disposed of?

BEST Solicitors worked closely with BRM Solicitors to form a strong commercial team, advising the vendors on the complex nuances of a transaction of this size. BEST Solicitors provided focused property advice across a large portfolio of care homes and ancillary land. There were several complicated topics requiring bespoke advice, involving intricate transfers of part, third-party consents and grants/reservations of detailed easements and rights involving multiple corporate parties. BEST Solicitors drafted a full suite of multifarious property documents and advised the vendors on various demanding title considerations.

What professional skills and experience did yourself and your team bring to the process?

Elizabeth and I have many years of conveyancing and real estate experience between us. We formed a capable team, offering a very complementary skillset. It is a uniquely favourable aptitude to be able to bounce around ideas between lawyers and formulate creative solutions to some of the demands that transactions of this size can bring. We both have proven abilities in complex legal drafting and assessing and reviewing title matters, which enabled us to produce contracts and transfer deeds and ancillary documents dealing with a good number of commercial properties and land. BEST Solicitors provided ongoing advice to our clients at every step of the negotiation process.

BEST Solicitors drafted a full suite of multifarious property documents and advised the vendors on various demanding title considerations.

Did you encounter any challenges during the course of the transaction? If so, how did you overcome them?

Any large commercial transaction featuring a healthy real estate collection will present a number of property-based hurdles to overcome. The properties were based over several geographical locations and so the historic titles of each differed widely. One has to take a flexible approach to these matters and deal with each property on an individual basis. As a niche team at BEST Solicitors, we also face the challenges of dealing with a significant number of lawyers in transactional teams at some of our larger counterparts. By limiting our focus to two experienced members of our team, we were able to separate the demands of the project into focused, manageable stages – “divide and conquer”, as they say!