Written by Bethan Gladwyn, Partner and Head of the Housing Management team, and Harriet Morgan, Partner in our Commercial Property department.
This article aims to provide an overview of the various avenues of funding currently available in the social housing sector and the advantages and disadvantages of each kind of funding.
Debt
Most social housing finance is generally provided either as debt under a facility agreement from a bank, building society or other specialist lender, or under a capital markets-based structure involving a private placement or bond issue.
Loans
Banks, building societies and other specialist lenders have been the traditional funding options for social housing projects, whether for investment in existing housing stock or development of new housing. Loan facilities are either term loans or revolving credit facilities and are generally governed by an LMA-based facility agreement, with repayment either amortised or bullet. Security usually takes the form of a legal charge, floating charges are rare. Security is often held by an independent security trustee appointed for this purpose under a security trust deed.
The social housing sector as a whole is still able to borrow the money it needs as part of its business model at relatively favourable terms. This has been attributed to the sector being strongly regulated, the fact that no housing association has defaulted on loans (to date), the “long-term, high-quality nature of the cashflows that are derived from the rent” and the fact that investors assume the sector is ultimately backed by the UK Government.
Green and sustainable finance continue to be increasing priorities for funders and social housing finance lends itself well to green and sustainable finance. Earlier this year, Lloyds Bank agreed its first sustainability-linked loan within the social housing sector, with an interest rate reduction associated with improving the energy efficiency and decarbonisation of its existing housing stock.
The main advantages of bank funding for social housing finance are:
- flexibility through revolving credit facilities – it is possible to withdraw money, use it to fund development, repay the loan, and to then withdraw it again when needed and
- can be relatively cost effective.
The main drawbacks are:
- it is difficult to get bank funding for long-term projects and on fixed interest rates which can lead to interest rate risks.
- bank funding also comes with a wide range of covenants and other restrictions.
Bonds
Public bonds
Own-name public bonds are issued directly by RSLs, rather than through a special purpose vehicle.
The main features of bonds are:
- No or limited financial covenants.
- No or limited restrictions on the likes of mergers, providing more flexibility.
- Lowest cost of any long-term debt options for social housing organisations.
- But conversely – high fixed costs involved in issuing the bond.
- more suited when the funding raised for large debt sums (£100M +).
Privately placed bonds
Private placements are governed by a note purchase agreement under which loan notes are issued to private investors. The social housing providers issue loan notes to an investor or group of investors selected for this purpose, commonly pension funds or similar, and so are distinct from a public offering.
The main features of these privately placed securities are:
- can offer flexibility on term of debt
- it is flexible in terms and allows the provider to tailor their requirements for specific needs
- however, it may have less flexibility and need extra terms, conditions and covenants compared to public bonds
- these are also more expensive to issue than public bonds.
Sustainability bonds
Similar to what we see happening in the loan market, sustainable and green bonds are also increasing in popularity. We see several landlords have issued ‘sustainability bonds’. Sustainability bonds require the finance to be used exclusively for green or social projects. These deals pave the way for more bond issues to follow across the social housing sector. PA Housing (an RSL operating in the Midlands, London and the South East) has recently issued a £400m sustainability bond to support its development ambitions for the next decade.
DIBs
Recently governments and charities have raised funds by issuing ‘bonds’ of various types likes SIBs (Social Impact Bonds) and DIBs (Development Impact Bonds). Although described as ‘bonds’ the term is misleading when used to describe SIB/ DIB transactions since these are performance-based contractual arrangements rather than capital market ‘securities’ in the traditional sense.
For the purpose of social housing, DIBs are especially well suited. DIBs are a results-based investment instrument used to raise funds to finance specific development programmes with targeted outcomes. The investors are private investors, donors or the UK Government which provides funding to development programmes created based on shared development goals. Investors with ESG (Environmental, Social, and Governance) mandates would find investment in DIBs especially useful. The eventual financial returns are linked to verifiable, pre-agreed target outcomes. If the target outcomes are met, the outcome funders make payment to the initial finance providers based upon on an agreed payment criteria.
The advantage of impact investing through DIBs is that these investments are not reliant on performance of global capital markets. The return is based only on the underlying contract entered into by the investors. As is the case in most investment instruments, pricing of the return on investment is often aligned with the level of risk the investors wish to take on, including other factors such as the experience and track record of the intermediary and service providers in delivering on the targeted intervention and/or whether the SIB/DIB is backed by well-known sponsors or governments.
Previously, RSLs would be funded by government grants (covered in section 2.1 below) and long-term bank loans (covered in section 1.1 above). However, in recent years, there has been a growth of ‘bond’ issues by UK based RSLs to fund social housing. This has been due to the fact of the UK Government reducing grant funding and a reluctance of banks to agree to long-term lending on fixed interest rates, coupled with housing shortage and the pressure on housing associations to build more homes. In response, RSLs have made some significant attempts to raise financing via the capital markets, which highlights the pressure on government-funded organisations to diversify their sources of credit in light of government cuts to budgets. Bonds issued by these programmes appeal to long-term investors, such as pension funds and insurers. This is because of the relative stability of rental income from social housing, secured by large portfolios of properties and underpinned by government benefits, make this sector a particularly attractive and lower risk investment.