M&A transactions may make perfect commercial sense for the primary parties involved. As a result, issues relating to pension schemes can be overlooked, despite often containing the largest liability involved in the deal.

We have many years of experience successfully negotiating with vendors, purchasers, trustees, sponsors, lenders, The Pension Regulator (TPR) and the Pension Protection Fund (PPF) to achieve optimal outcomes for our clients.

Our team of specialist advisers help trustees to understand how a transaction will affect the covenant provided to their scheme, and how any downside risks can be mitigated.

We also assist DB scheme sponsors by providing actuarial assessments of the risk within the funding obligations of any UK or overseas DB scheme involved.

For vendors, we advise on how they can achieve optimal value retention and can identify potential cost reduction and risk mitigation exercises that can be implemented in advance of a sale to maximise value.

For purchasers, we provide critical scheme due diligence and advise on suitable pricing adjustments to compensate for the costs and risks inherited. We can also advise on likely trustee reactions to corporate activity, how this may impact funding requirements post transaction, and suggest potential negotiating levers.

Our services for trustees:

  • Assessment of the impact on covenant of a corporate transaction, refinancing or reorganisation
  • Entity priority modelling and insolvency analysis
  • Negotiation assistance for mitigation
  • Consideration of covenant aspects of apportionment arrangements
  • Moral Hazard investigations
  • Advising on regulatory impacts of transactions

Overview of services for employers and other stakeholders:

  • Pension scheme due diligence for vendors or purchasers
  • Feasibility assessment of risk mitigation options in advance of a transaction
  • Advice around suitable pricing adjustments and preservation of sale value
  • Implementation of pre-sale cost and risk mitigation exercises
  • Advice on clearance applications
  • Presenting transactions to trustees on behalf of employers
  • Advising on regulatory impacts of transactions and trustee leverage
  • Negotiation assistance
Partner, Head of Pensions Advisory Services Paul Brice

+44 (0)20 7728 3423

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