Howsy Case Study

Calum Brannan, CEO

About Howsy from Calum Brannan, CEO

Howsy has created a new concept designed to shake up the way renting works for good. We’re on a mission to create a simple, intuitive and fairly priced experience that’s powered by new ideas and brilliant technology.

We acquired online letting agency Upad from liquidators in January, and are excited to be relaunching the much-loved brand.

Howsy has taken on a number of Upad’s assets, including the company name, contracts and operating platform.

With such a strong reputation for excellent customer service and as an industry leader in the online rental sector, we were keen to ensure that this did not signal the end for Upad, and began the process of acquiring the firm’s assets.

Howsy believes that purchasing Upad will continue our goal to building an unrivalled rental platform, utilising seamless technology, highly skilled staff and a bank of rental-know-how to offer bespoke solutions to landlords across the UK. Upad’s technology delivers some fantastic solutions, and their loyal customer base represents a cross-section of UK landlords who we hope we can continue to deliver a great service to.

Upad was one of the founders of the online letting agency model, alongside who we also acquired at the end of 2019. Working together with existing Howsy teams, these purchases allow us to offer a great tenant find option, tailored to suit the needs of today’s landlord.

The Brief

Gannons are our long standing solicitors, we instruct them on our corporate, commercial and IP matters.  We were particularly impressed with the handling of an asset purchase from the liquidators which was a strategic fit for us.   Some of our previous briefs with Gannons include:

  • Investment Rounds
  • S/EIS Funding and Advance Assurance applications
  • EMI valuation, option agreements and correspondence with HMRC
  • Various commercial contracts
  • Assisting with the acquisition of Urban Sales and Lettings

What challenges (if any) did you face?

This was a particularly complicated asset transfer in that we were purchasing the assets out of liquidation. We did not deal with the owners of the Company and instead corresponded only with the appointed liquidators.

Purchasing assets out of liquidation is difficult from the buyer’s perspective as there is often little to no movement on the commercial or legal terms of the deal, it can feel like an entirely blind purchase. Further, time is truly of the essence in these types of asset purchases being that you are not buying a trading business and therefore the longer the asset remains with the liquidators, the more value it loses.

One of the difficulties of buying a Company out of liquidation is that no warranties are given and there is no personal liability against the liquidator, you are therefore purchasing a business with very little assurance in relation to what you are buying and whether that is sufficient to resurrect the business as we were hoping to do here.

Gannons guided us as to the key factors to look into aside from the usual commercial review, firstly, the title to the assets and discharge of any security to ensure that we were going to get title to the assets being purchased. Secondly, to ensure that data protection rules had been complied with and that from a data perspective we had the right to obtain the database, which formed a large part of this transaction. Finally, ensuring that the intellectual property elements were dealt with to ensure (as far as is possible) that we could take ownership of the brand and name post completion.

What would you say about working with Gannons?

Gannons are responsive, efficient and supportive. We have developed a close relationship with them and seek their guidance regularly. They are specialists when it comes to negotiation, they understand our business and our needs and continue to be at the end of the phone with guidance. As corporate experts they knew when to be tactical, when to push and when to let go.  They also have in-depth knowledge of the EIS Relief rules and similar tax schemes, providing us with a full corporate/commercial service.

Gannons were not only an integral part of this transaction but we view them as a key business partner. They have supported us through our entire journey from start-up to our scale stage, through the highs and lows that running a business brings. Sound advice that is both commercial and delivered in a format that is easy to digest for a busy management team.

    • Qualified since 1989, knowledgeable and approachable, John advises SMEs and their investors in a range of sectors. He has an established reputation in the technology, art and media industries.