In August 2025, the acquisition of Assura created the UK’s largest primary healthcare real estate platform, combining two complementary businesses focused on GP surgeries and healthcare infrastructure across the UK and Ireland. Liam Cleary, finance director at PHP, says the strategic rationale was compelling from the beginning.
“PHP had amassed a portfolio of more than 500 properties in the UK and Ireland with Assura having a very complementary, very similar model of more than 600 properties in similar geographies,” he explains. “There were obviously operational efficiencies we saw that could be achieved if you put these two businesses together, as well as enabling shareholders to benefit from the rising demand for primary care and a more scalable REIT.”
The structure of the acquisition financing was deliberately split three ways
But executing the transaction required a rapid mobilisation of treasury, legal, investor relations and banking teams. PHP had only 28 days to deliver a binding counter-offer against a recommended bid from a KKR-led consortium.
“We made the decision very quickly,” Cleary recalls. “We came out of our year-end audit and within a few days we went into a closed period as we prepared for making an indicative bid.”
The financing package centred on a £1.225bn unsecured bridge facility structured across three tranches. Tranche A funded the cash consideration for the acquisition, tranche B backstopped change-of-control provisions in Assura’s existing debt portfolio, and tranche C provided flexibility for refinancing, transaction costs and working capital.
“The structure of the acquisition financing was deliberately split three ways,” Cleary says. “One of them to pay for the cash element of the deal, one to pay for some private placements where we knew change of control was going to be called, and then one tranche effectively for working capital purposes.”
Tranche C also included an option to be converted into a revolving credit facility. “We had the ability to flip that final tranche into a three-year RCF with options to further extend, should we have wanted to,” Cleary adds.
The deal also involved significant complexity around Assura’s £900m bond portfolio and associated change-of-control clauses. PHP worked closely with Fitch to ensure Assura’s investment grade status could be maintained post-acquisition, avoiding the risk of the bonds becoming callable. “If they were called, the deal would have fallen away,” Cleary says.
The strong relationships and clear open communication with both debt and equity investors were fundamental to the ultimate success of the deal
PHP has what Cleary describes as a “relatively lean finance team”, with its treasury function effectively consisting of him and CFO Richard Howell, supported by a small wider finance team. “Myself and Richard are pretty much the people that were dealing with anything treasury related,” he says.
Longstanding banking relationships proved vital to the successful funding facility, added to new relationships established as part of the process. NatWest, Lloyds and Citi underwrote the facility, while HSBC, ABN Amro, Mizuho and CaixaBank later joined the syndicate.
Cleary says the existing relationships helped accelerate negotiations and approvals during the compressed timetable. “The strong relationships and clear open communication with both debt and equity investors were fundamental to the ultimate success of the deal,” he says.
Phil Smith is the former editor of The Treasurer
