Macfarlanes advises Venn Partners on a strategic partnership with USS

Macfarlanes has advised longstanding client Venn Partners LLP, a specialist investment manager of private credit strategies within the UK residential sector, on its long-term strategic partnership with a subsidiary of Universities Superannuation Scheme Limited (USS). 

USS is the sole corporate trustee of the Universities Superannuation Scheme, the UK’s largest private pension scheme by assets, with nearly £77bn assets under management. Subject to regulatory approvals, the transaction is expected to complete in the second quarter of 2026. 

USS will acquire a majority interest in Venn, acting as a long-term, patient capital provider. The investment will enhance Venn’s capacity to deploy capital across the UK housing market, further strengthening its position as a leading private credit provider to the residential sector. 

The transaction will see Venn’s management team increase its ownership stake in the business and, after 6 years of partnership, it will also result in a full exit of ESR from Venn.

The Macfarlanes team was led by Sponsor Solutions Partner Thomas French, with assistance from Senior Associate Jordan Treacy-Jacobs and Associate Niki Rai. Tax advice was provided by Partner Jeremy Moncrieff, Senior Associate Charishma Bhujohory and Associate Simon Fraser.  Finance advice was provided by Partner Pinar Celebi-Morrow and Senior Associate Nils Gravenhorst.  Regulatory advice was provided by Partner Alexandra Green and Senior Associate Gemma Edey.

Thomas French comments: “Macfarlanes has advised Venn over many years, supporting it and its management team, led by Managing Partner Gary McKenzie-Smith, on a number of strategic transactions including its previous arrangements with ESR. The new partnership with USS marks a significant step in Venn’s evolution and we share Gary and his team’s excitement for the future as they focus on the next phase of growth, supported by the burgeoning requirement for private capital investment into the residential sector."