JV structuring for Atkins, EY and Parabuild

Delivery of an investment teaser for the target buyers and investors of the JV's offer. Production of slides content for the workshops to shape the JV proposition. Project management of the JV's feasibility study operations

Our Consultant who worked on this project: Cristina

THE MANDATE

This engagement was a Joint Venture feasibility study for EY’ strategic alternative revenue, to yield gains from investment and grow revenue also from activities outside of its core advisory and consulting business.

The mandate to the EY core team assigned to this JV study - in which Evolution’s resource, Cristina, was part of - was to assess the financial benefit and business partnership feasibility and possible commercial structures for a new venture of EY with the global engineering consultancy Atkins and local architectural firm Parbuild Solutions. The possible JV was called NewCo, and the main roles of the partners were of Atkins as engineering advisor, EY as financial and commercial advisor, and Parabuild as the product owner, having created and registered the design for the product to off-site manufacture and sell by NewCo: a prefabricated steel-framed modular housing system (which was also accredited through the BOPAS, compliant with EIS, National Space Lifetime Homes standards and Code 4 for Sustainable homes).

The initial request of contribution for Cristina included: 1. to run the project management of the feasibility study work-streams; 2. to review the JV valuation financial models (cashflows and projected financial statements) provided by a non-core team of managers in the EY Transaction Advisory Services department; 3. to draft the content for an investment teaser to pitch the proposal to the targeted investors, and than to the London councils (the prospective buyers) to sell them the solution; 4. to manage the outsourced graphic designers tasked to embellish the teaser for the investors and buyers; 5. to draft the content for the workshops slide-decks to shape the proposition with the EY JV’s partners, attending, reviewing and shaping the proposition following each workshop, according to what was discussed by the director-level negotiating parties, and in consideration of the next steps and points to agree upon, in the following workshops (especially in terms of sharing of risks and profit).

THE SOLUTION

The EY engagement to deliver this JV feasibility study - and recommendation about its profitability and viability - was code-named "Project London" and was treated as a finance and supply-chain EY engagement, as the JV was meant to use the patented Parabuild's innovative modular system to supply low-cost, scalable and fast-built homes to the targeted buyers (the London councils). This solution was proposing an alternative to traditional brick and mortar social housing and concrete towers council flats, and to the temporary emergency lodging of council tenants in B&B and hostels. The main benefit to deliver was in fact to help the London councils to address the significant shortage of social houses for the most vulnerable, and affordable homes for low-income UK key workers, who are priced-out from buying or leasing from the private sector (teachers, nurses, hospitality and retail workers).

According to written feedback, our resource, Cristina, delivered structured, insightful and meaningful workshop- materials to facilitate and then document the negotiations among the JV prospective partners.
Each workshop desk that she drafted included: the agenda for each meeting, the proposal of processes and operating models, commercial models (including options for affordable land sourcing, and for the land ownership as freehold or leasehold by the home buyers councils) and the possible business structures for the JV parties, to own a share of the risk and profit, or to shift various levels and types of risk to third parties, to involve according to some of the proposed business structures (such as the construction companies and their suppliers, NewCo as a JV, manufacturers, insurers, loans lending banks, the councils, investors, a construction management party: all to engage and eventually remunerate also with a share of profit, according to their equity contribution, risks and responsibilities' ownership).

Our resource, Cristina, also identified and reviewed the possible risks that could have delayed the housing supply delivery, resulting in that case in the reduction of profit margins (during the sourcing and procurement of land and construction materials, waiting for the achievement of planning permits, and during the off-site manufacturing and on-site infrastructure and construction processes for delivering the houses).

The teaser for the buyers and possible equity investors was also received very positively (although it was handled early on by a director to the other JV partners in good faith during one of the negotiations, in order to provide an idea of its non-final version content before the signing of an NDA among parties).
The teaser contained the quantified benefits, financial and commercial data.

The project management of the JV feasibility studies that our resources carried out consisted mostly in reviewing and further detailing the planning of activities and the deliveries milestones, in scheduling the planned activities and sending calendar invites and agendas to the parties who had to attend, in revising the RAG status, tracking decisions throughout the project and reporting them to all parties involved, including all the newly-agreed actions and the next step decided upon during the workshops, as a reminder to all parties of their tasks ownership and deadline for outputs submission.


THE BENEFITS

The EY core team advised the other JV parties about the achievable benefits, which were quantified as following: 1. cost-cutting to the councils up to 70% in comparison to B&S and hostels; 2. savings up to 30% versus the traditional new-built council flats; 3. time savings in the delivery up to 90%, due to the possibility of supplying 10,000 dwelling units in 12 or 18 months (given the lifecycle process of 23 weeks for each unit, and the possibility of bringing on site several units at the same time).
For the investors, the benefit of supplying over 10,000 dwelling units had a forecasted cashflow from rent for 30 years with a NPV of about £32bn GBP and 15% leveraged IRR.

This opportunity of housing-solution supply did not pass the profitability and timeline of investment threshold for EY to decide to own the risk and invest further time and resources in its pursuit. However, the work of EY contributed to best enable the other two JV parties to decide about their JV commitment and the structuring of the deal between them.
The feasibility study was therefore a good foundation to advance their work in this area, and their collaboration led to the current delivery of the promised benefits to the London Councils and to the end users, contributing to narrow the affordable housing gap.


LINKS

EY’s two prospective partners in the JV, which at the end EY decided only to advise, rather than partner with, committing equity and risk ownership:
https://www.globalconstructionreview.com/trends/atkins-others-make-move-uk-modular-social-housing/

The design firm that owns the registered design and patent of the product:
http://www.parabuildsolutions.co.uk

First pilot scheme now supplying houses to the London council of Lambeth:
https://www.constructionnews.co.uk/tech/offsite-mmc/atkins-launches-social-housing-subsidiary-15-01-2020/

£2m GBP

JV estimated value for EY

70%

Councils savings vs social housing in hostels and B&B

30,000

Deliverable houses per year

The product and EY prospective JV partners
The product and EY prospective JV partners

CLICK ON THE IMAGE FOR MORE INFO AND SLIDE SHOW

What People Say

All 30 written comments regarding Cristina's work are evidenced in writing by their original MS Outlook files and a S.A.R. received via email, archived in its original delivery email.

“As a project manager Cristina has consistently worked at Senior Consultant level.

She has managed the rollout of our biggest process improvement project.

The training guide she produced for the process improvement project was excellent and will be a key enabler for the transition phase.

I have been particularly impressed with her analytical skills and her ability to break problems down into key components and identify workable solutions.

Her briefings have been well researched and to a very high standard.”

— Stuart Bourn, Managing Director at Ernst & Young LLP