Centrus restructures and arranges new funding for Jigsaw Homes

Transaction Overview

Centrus successfully supported Jigsaw Homes Group in obtaining new funding and optimising its treasury portfolio, unlocking significant capacity to deliver new homes.



Centrus was appointed as Jigsaw’s retained treasury advisor in April 2023, marking the beginning of a strategic partnership aimed at further optimising Jigsaw’s treasury operations.

Starting with a comprehensive treasury strategy review, the work focused on renewing Revolving Credit Facilities (RCFs), funding Jigsaw’s development programme and optimising and harmonising covenants and controls. Centrus’ approach involved a thorough examination of all treasury aspects including funding and liquidity, benchmarking, and credit rating analysis. 

“The report demonstrated an understanding of our financial and treasury landscape and while our treasury portfolio was already robust and well managed, Centrus broughta clear delivery pathway, which has allowed us to obtain the new facilities we needed while optimising our portfolio.”

Rosie Marsh, Operations Director – Finance at Jigsaw Homes Group

Centrus devised a lender engagement plan and fronted negotiations with both bank and capital market lenders. By leading the discussions, Centrus deployed its extensive insights gained from past transactions, having arranged, or restructured over £6bn of bank debt for its housing clients in the past 24 months alone. This expertise ensured the complex financial negotiations were carefully navigated and that the resulting transaction not only met, but exceeded Jigsaw’s key objectives.


Transaction Outcome

The result of negotiation and strategic review between Jigsaw and Centrus was a significant transaction that included:

  1. Increased RCFs totalling £103m with three lenders.
  2. A new £50m private placement to support Jigsaw’s ambition to develop 4,000 new homes in the next five years.
  3. Restructuring c.£700m of existing bank and private placement debt to better improve and harmonise covenants, thereby increasing capacity and reducing treasury risks.

All this was achieved while increasing the tenor of Jigsaw’s liquidity facilities and lowering their average interest margin and non-utilisation fees.

Throughout the process, which was supported by law firm Devonshires, Centrus maintained transparent communication, offering regular reporting to the Board to keep them informed and engaged. Additionally, Centrus provided comprehensive transaction execution support, ensuring an efficient and well-run process.

“Working with Jigsaw has been an exciting and rewarding project already. Our combination of innovation and experience allowed us to confidently meet – and surpass – Jigsaw’s objectives for its treasury operations, ensuring it could focus on what it does best; creating homes and building lives.”

“Jigsaw’s decision to appoint Centrus as its retained treasury advisor underscores our reputation as a trusted partner in the housing sector. The collaboration demonstrates Centrus’ expertise in navigating complex financial landscapes and delivering tangible results for our clients”.

John Tattersall, Managing Director – Centrus

“I’m proud to have supported and advised Jigsaw through this significant restructure and am extremely pleased with the outcomes we have achieved together. It has been rewarding to collaborate with Jigsaw on this journey to agree solutions, and to see these through to execution and implementation”

“We are looking forward to supporting Jigsaw in the future as they continue to deliver on their ambitious strategy, and this result sees them enter 2024 with strong liquidity and a diverse lender base to support their development goals”.

Tom Archer, Assistant Director – Centrus.

“As we continue with our plans to help tackle the current shortage of new affordable housing, this partnership approach helps us take another step forward in our commitment to deliver 4,000 homes over the next five years, as well as investing in projects and assets that increase life opportunities for our residents. We are ready to continue to develop our position from this strong footing.”

Paul Chisnell, Executive Director of Finance – Jigsaw Homes Group

For more information, please contact John Tattersall

Centrus advises firmus energy in securing £285m financing package

Transaction Overview

Centrus advised firmus energy (“firmus” or the “Business”) in securing a new financing package to refinance existing debt and provide additional financing for their network expansion and energy transition strategy which includes the injection of locally produced biomethane into the gas grid.

The facilities totalling £285m included a £195m term loan, £75m capex facility and a £15m RCF. 


Background

firmus, a core infrastructure asset, is one of three gas distribution operators in Northern Ireland. The Business is owned by funds managed by Equitix, a leading global investor, developer and long-term fund manager of core infrastructure.

firmus’s network is constructed from low maintenance polyethylene (PE) pipes, capable of transporting low carbon fuel alternatives including biomethane and hydrogen. The Business also operates a gas retail business (firmus energy supply), which is the largest gas supply business in Northern Ireland by consumption, providing essential energy solutions to a wide range of customers, including domestic, commercial, and industrial clients.


Centrus’ Role 

Centrus were appointed as financial and hedging advisor to firmus in the refinancing of the company’s debt facilities. 

The transaction leveraged Centrus’ understanding of the regulated utilities market to engage an appropriate pool of prospective lenders, which led to a to a highly competitive pricing package relative to the regulators allowance.

Credit Agricole Corporate and Investment Bank, DekaBank Deutsche Girozentrale, Ulster Bank Limited and Landesbank Hessen-Thuringen Girozentrale were appointed as arrangers, and National Westminister Bank Plc as agent and Security agent.

The refinancing process included a range of detailed workstreams, including:

  • Articulating the credit story and engagement with lenders
  • Complex structuring and valuation analysis
  • Full documentation negotiations
  • Hedge structuring


Added Value 

  • firmus has achieved long-term financing at a highly competitive margin, which has helped increase profitability and optimise performance vs. the regulators cost of debt in the GD23 period.
  • Centrus competed the institutional market alongside the banking market in order to drive the right tenor and price.

“Centrus advised us through each stage of the refinancing. They became a seamless and valuable extension of our team through this process. Their analysis, and in depth understanding of the lenders in the market allowed us to achieve the optimal financing solution for our business. In addition their ability to communicate the options available to both the management team, shareholders and other stakeholders allowed firmus to optimise performance against the regulatory allowance for our GD23 debt raise. We are pleased with the outcome of this financing process and Centrus’s support and contribution throughout”

Denise Curran, FD – firmus Energy 

“firmus energy, supported by funds managed by Equitix, has successfully completed the refinancing of its group debt facilities. These new debt facilities will continue to support the ongoing investment in the gas network and in energy customers across Northern Ireland, as the company delivers its’ GD23 price control business plan and supports the Northern Ireland energy transition with the injection of locally produced, renewable biomethane into the gas grid. We enjoyed working with Centrus, who did a good job of guiding us through the process and ensuring firmus obtained the financing package required to achieve our future growth plans””

Niall Martindale, CEO – firmus energy

“Centrus is delighted to have supported firmus energy and Equitix in structuring and arranging £285m of competitive new debt facilities. This funding package refinances existing debt facilities and provides additional financing for network expansion which will enable the continued rollout of natural gas and biomethane in Northern Ireland, a key cornerstone of the energy transition strategy.”

Geoff Knight, Managing Director – Centrus

For more information, please contact our team.

Centrus arranges a €70m private placement and £100m of new bank facilities for Alliance Trust PLC

Transaction Overview

Established in 1888, Alliance Trust PLC (ATST) is one of the oldest and largest investment trusts in the UK, offering a diversified but highly active global equity portfolio at a competitive cost.

Committed to providing shareholders with the potential for long-term capital growth, the trust has demonstrated resilience by adapting to evolving market conditions over the years. Employing a diversified investment approach, Alliance Trust PLC seeks opportunities across various sectors and asset classes, aiming to optimize returns for its investors. 

In Q2 2023, Centrus was engaged to undertake a review of ATST’s capital structure and sources of debt finance. 


Centrus Solution

In the light of the review and recommendations made by Centrus, ATST’s board decided to: 

  • Raise an additional £60m (equivalent) from the institutional debt market in order to provide the company with an element of medium term structural debt as part of its investment strategy.
  • Reduce its bank facilities from £250m to £100m. 

The proceeds of the institutional debt were used to repay outstanding floating-rate bank borrowings, maintaining the Company’s drawn borrowings broadly unchanged.

By using the proceeds of the €70m private placement to repay existing bank debt, ATST’s weighted average borrowing cost was reduced from 4.7% pa to 3.8% pa, and the overall Weighted Average Life (WAL) of the debt portfolio has increased.



Outcome

Alliance Trust has a well diversified portfolio of assets with exposure to a wide range of markets, sectors and currencies. For a variety of reasons ATST’s board decided to borrow in EUR thereby accessing a lower coupon currency while hedging a modest element of its EUR asset exposure.

Alliance Trust has issued two tranches of privately placed Notes:

  • €20m maturing in December 2030 with a fixed coupon of 4.02%.
  • €50m maturing in December 2033 with a fixed coupon of 4.18%.

Centrus acted as the arranger of the Notes, advising on sizing, structuring the transaction, drafting an investor presentation, and arranging meetings with a selected group of institutional investors. 

Separately, Centrus arranged new facilities with different maturities from two banks aggregating £100m. 

“Having reviewed its capital structure and the composition of its debt facilities, ATST’s board decided to term out a portion of its bank debt, reduce the amount of its bank facilities to £100m and split these between two banks. Given the strength of Alliance Trust’s balance sheet and the high credit quality of the company, it was unsurprising that the institutional financing attracted significant demand from a range of investors. Ultimately one investor was chosen which offered the most attractive combination of maturity and coupon enabling Alliance Trust to lock in an element of strategic debt at levels which should be of long term benefit for the company and its shareholders”

Robert St John, Centrus

Consortium acts as financial adviser to Ofgem on transfer of offshore wind farm transmission link

Smith Square Partners Consortium acts as financial adviser to Ofgem on the £573 million completed transfer of Triton Knoll offshore wind farm transmission link from RWE Renewables to ETEPCO (a consortium of Equitix Limited and TEPCO Power Grid Incorporated)

On 01 December, 2023 Ofgem announced its confirmation to grant an Offshore transmission licence to ETEPCO (a consortium of Equitix Limited and TEPCO Power Grid Incorporated). This sees the transfer of the £573 million offshore transmission link from RWE Renewables, the developer of the Triton Knoll offshore wind farm, to London based Equitix Limited and TEPCO Power Grid, a Japanese utility company headquartered in Tokyo. 

The Triton Knoll wind farm consists of 90 turbines, has a capacity of 857MW and is located 33km from the Lincolnshire coast in the North Sea.  

The Smith Square Partners Consortium has been advising Ofgem in relation to sales of offshore wind farm transmission assets since 2020 when it was first appointed by Ofgem for Tender Round 7 and continues to advise on tender rounds up to and including Tender Round 10.  Its advice has related to transmission assets for seven offshore wind farms with a projected generation capacity of 6.7 GW and combined asset values of c. £5.2 billion. 

The Consortium comprises financial advisers Smith Square Partners and Centrus, with CEPA providing financial and related economic advice, tax advice provided by BDO and forensic cost reviews provided by Grant Thornton.

“Offshore windfarms are critical to the UK’s energy transition targets with a fivefold increase to 50GW target by 2030 with OFTO transactions playing a key part in the process. We are pleased to close this transaction with our consortium colleagues and player our part in contributing to the UK’s renewable energy and Net Zero targets.”

Adam MacDonald, Managing Director – Centrus

For more information, please contact Adam MacDonald

Centrus arranges a €71m and ¥2.5bn private placement for The Monks Investment Trust

Transaction Overview

The Monks Investment Trust PLC (“Monks”) was founded in 1929 and has been managed by Baillie Gifford since 1931. Baillie Gifford is an unlimited liability partnership founded in 1908 and is solely focused on investment management. It is one of the largest investment Trust Managers in the UK.

On the 13th December 2023, Monks announced that it has issued a total of approximately £74 million equivalent of fixed rate, senior, unsecured privately placed notes, denominated in Euros and Japanese Yen, over periods ranging from 7 to 14 years.


Centrus Solution

Monks has issued four tranches of privately placed Notes: 

  • EUR18 million with a fixed coupon of 4.30% to be repaid in 2030
  • EUR35 million with a fixed coupon of 4.29% to be repaid in 2033
  • EUR18 million with a fixed coupon of 4.55% to be repaid in 2035
  • JPY2,500 million with a fixed coupon of 2.17% to be repaid in 2037

Coupons are payable semi-annually. 

Centrus acted as arranger of the issue of Notes, advising on the structure of the transaction, drafting an investor presentation and arranging meetings with a selected group of institutional investors.


Outcome

  • This transaction provides Monks with medium-term financing across a range of maturities and at a competitive weighted average interest rate of 3.96%.
  • The Monks’ Board remains committed to the strategic use of borrowings for the Company in order to enhance returns to shareholders over the long term and has set a guideline gearing level of 10%.
  • This new financing will serve to bring Monks’ level of gearing into line with the company’s target level, and to reduce the average cost of borrowing.

“Monks has a diversified portfolio with assets held across a range of sectors and industries and with exposure to several major currencies including USD, EUR, JPY and GBP. In order to benefit from lower coupon currencies, Monks decided to borrow predominantly in EUR but including a modest tranche in JPY with the financing provided by two investors offering attractive terms across a spread of medium term maturities”

Robert St John – Centrus

For more information, please contact Robert St John.

Centrus arranges £30m private placement for Heart of Medway 

Transaction Overview

Photo of a women and teenager

Founded in 2010, Heart of Medway is a registered provider of social housing and is a subsidiary of the mhs homes group. The Housing Association provides over 900 affordable and shared ownership homes to over 1,800 people in Kent.

In November 2023, Heart of Medway secured a £30m private placement transaction with Pension Insurance Corporation (“PIC”) which was split across two tranches; £20m drawn at spot and £10m deferred by 24 months, both carrying a 20-year maturity. The transaction allowed Heart of Medway to access flexible, long-dated capital markets funding against the backstop of a challenging macroeconomic environment.


Centrus Solution

Centrus acted as sole arranger which involved working with Heart of Medway to develop an optimal financing strategy while providing ongoing advice, business planning advice and support throughout the process. 

The funding package will help Heart of Medway to support its future growth ambitions and achieve its long-term goals. As an existing lender to the company, PIC was keen to lend further support to the business by helping to tackle the ongoing housing crisis throughout England.

“Over the last 10 years, Heart of Medway has grown from a fledgling housing association that built its first home in 2011, to a well-respected provider with a strong delivery record. 

There’s a huge demand for affordable housing in Kent and this new private placement, a result of our long-term relationship with PIC, will help us continue to meet the needs of our local communities. We’re pleased to have worked again with PIC and Centrus to secure this funding which will allow us to build more affordable homes for people who desperately need them.” 

Bruce Shelmerdine, Group Finance Director – mhs homes group

“We are delighted to have supported Heart of Medway in securing £30m of competitively priced long-term funding to support its growth ambitions. 

The PP was structured to help minimise costs, with £10m undertaken on a 2-year deferral, to support business requirements while accessing a highly competitive rate. Use of master PP agreement from a prior Centrus arranged issuance, allowed a quick execution time with the process completed within two months, ensuring Heart of Medway could transact at the most optimal time and benefit from the recent Gilt pull back.” 

Tom Miller, Assistant Director – Centrus

For more information, please contact Tom Miller.

Centrus advises Abri Group and Silva Homes on merger

Centrus’ Role

The partnership results in Abri Group becoming a 50,000 home organisation – Centrus acted as sole corporate finance advisor to both entities. This role involved: 

  • Merger treasury strategy formulation and execution, including business plan appraisal, capacity analysis, legal structure appraisal, consent cost analysis, liquidity and funding analysis, and credit rating strategy, feeding into the outline and full business cases. 
  • Engaging 10 lenders including banks, bond aggregators and UK investors.
  • Providing insight and guidance throughout the lender consent process.  
  • Assurance reporting (including to Joint Steering Group), project management and support to legal teams / other professional advisors.

Landscape and Outcomes

  • Centrus delivered the merger on time, whilst successfully gaining consents across a complex lender engagement landscape.
  • Focused negotiations minimised NPV cost of facility restructuring / refinancing; loss of value limited to 3 lenders whilst value gained with 2 lenders – net loss of value in legacy facilities equated to less than 5% of value at risk, substantially outperforming estimates.
  • Hedging restructuring across 3 lenders; realisation of in-the-money positions leading to final aggregate net income position whilst reducing ongoing interest costs. 
  • Target financial covenants and definition harmonisation achieved with moderate exceptions, resulting in substantial increase in debt capacity and financial resilience.
  • Greater corporate freedoms around financial support and merger consents negotiated, including forward consent for Silva Homes to fully combine with Abri Group in future.

“The merger provides Abri with a strong platform to build new homes and invest in existing ones, creating a sustainable future for the thriving and inclusive communities we support. 

Centrus provided expert advice and support during the analysis, negotiation and completion stages of our engagement with a diverse group of lenders. The impressive team at Centrus, led by Lawrence Gill and Paul Stevens, delivered on key targets within challenging timelines. 

The Centrus team provided real commercial insight and helped us make key decisions on structure and terms, supporting through some relatively complex covenant negotiations and financial close pricing exercises. They were proactive and very responsive, and great to work with on this deal. We look forward to working with Centrus in the future.”


Caroline Moore, Chief Financial Officer – Abri Group

For more information, please contact Lawrence Gill, Director – Centrus

Sovereign Housing Association and Network Homes merge to form SNG

Centrus’ Role

Sovereign Housing Association and Network Homes have merged to form Sovereign Network Group.

Centrus acted as the sole corporate finance advisor on the merger. This role involved: 

  • Merger treasury strategy formulation and execution, including business plan appraisal, capacity analysis, legal structure appraisal, consent cost analysis, credit rating strategy, feeding into the outline and full business cases. 
  • Engaging 34 lenders including banks, US & UK investors and local authorities.
  • Providing insight and guidance throughout the lender consent process.  
  • Assurance reporting (including to Joint Board), project management and support to legal teams / other professional advise.

Landscape and Outcome

  • Centrus delivered the merger on time, whilst successfully gaining consents across a complex lender engagement landscape.
  • Determined negotiations minimised NPV cost of facility repricing/restructuring, limited to 3 lenders. Loss of value in legacy facilities outperformed estimates, equating to less than 20% of value at risk. Only 1 hedging restructure. 
  • Target financial covenants and definition harmonisation were achieved with moderate exceptions, resulting in a very substantial increase in debt capacity.
  • Much greater corporate freedoms were negotiated around financial support and future merger consents. This includes forward consents to enable Network Homes to fully combine with Sovereign in future.

“Centrus provided skilful support during the analysis, negotiation and completion stages of our engagement with a very diverse group of funders. The impressive team at Centrus, led by Lawrence Gill and Paul Stevens, were focused on achieving the challenging targets set by both organisations within very aspirational timelines, making productive use of their extensive relationships with funders. 

We look forward to working with Centrus in the future.”


Peter Benz, Chief Financial Officer, SNG 

For more information, please contact Paul Stevens, Director at Centrus

Centrus advises TRIG on power price hedging for a UK solar portfolio

About TRIG

The Renewables Infrastructure Group (TRIG) was one of the first investment companies investing in renewable energy infrastructure projects listed on the London Stock Exchange.

TRIG completed its IPO in 2013 and is now a member of the FTSE-250 index with a market capitalisation of c.£2.8bn (Aug 2023). 

TRIG’s diversified portfolio includes onshore and offshore wind farms, solar parks, and flexible storage in the UK and Europe.


Transaction Overview

  • Centrus supported TRIG with the structuring, pricing and execution of power price hedging for a UK solar portfolio.
  • Centrus supported TRIG in implementing the hedging strategy that achieved all stakeholder objectives and retained future flexibility through an extremely volatile period during which a number of regulatory changes occurred.
  • Through utilizing a Pay-as-Produced financial hedge structure across a range of tenors, Centrus helped TRIG to  enhance their risk management.


Centrus Solution

  • Support with assessing & determining initial hedging trade level.
  • Initial market soundings for appetite & high-level feedback around structure & timing.
  • Coordination of Non-Disclosure Agreements with counterparties.
  • Feedback and negotiation with banks/providers to ensure competitive tension.
  • Support with final steps to onboarding and counterparty set up.
  • Coordination of power hedging protocol.
  • Independent check of market rates during dry runs and execution call.
  • Investigation of any discrepancies identified during process.
  • Participation and coordination of dry run and live execution exercises.
  • Review of trade confirmations for accuracy post execution.

Centrus advised us throughout each stage of the power price hedging process and we benefitted from their extensive market knowledge and expertise to ensure a successful outcome was reached. 

We look forward to working with Centrus again in the future.

Phil George, CFO – TRIG 

We are delighted to have supported TRIG on this important transaction for their solar portfolio. Centrus were able to assist in engaging a range of counterparties who were able to act throughout the various stages of the energy crisis and provide various products.”

Mark Taheny, Director – Centrus

For more information, please contact Mark Taheny