Clifford Chance

Clifford Chance advises Deutsche Bank AG on the first UK social housing CMBS for Sage AR Funding No. 1 PLC

International law firm Clifford Chance is advising Deutsche Bank AG on the first social housing commercial mortgage-backed securities (CMBS) on the market. This is an agency CMBS of a £220 million floating-rate social housing-backed senior loan.

The funds from the issuance of the notes will be advanced by the Issuer, Sage AR Funding No.1 PLC, to a newly-incorporated borrower, Sage Borrower AR1 Limited, and then on-lent to its parent company, Sage Rented Limited ("SRL"), part of the Sage Housing Group. SRL is a for profit registered provider of social housing and the senior loan will be used to finance the acquisition of affordable housing properties by SRL and associated costs and expenses.

The structure at the borrower level is unique as it has been put in place to allow for SRL (as the registered provider of social housing) to hold other properties which may be financed in a similar manner but still ensuring that the borrower itself is special purpose vehicle and, therefore, limiting insolvency risk. The senior loan is backed by 1,609 residential units comprising mostly houses or apartments located across England. The notes are being offered under both Rule 144A in the US and Regulation S.

The Clifford Chance team, based in London and New York was led by partner Emma Matebalavu together with Dan Neidle (Tax), Ian Painter (Real Estate), Adrian Cohen (Restructuring and Insolvency) and Gareth Old (Capital Markets), director Claire Fawcett and associates Theo Zhang, Emily Purdy, Jemma Dick, Angela Shepherd, William Steel, Peter Manno and John Lust.