Over recent months there has been a sharp rise in M&A activity involving British businesses, with interest from overseas, domestic buyers and Private Equity investors.
In many cases the businesses at the centre of this sponsor substantial defined benefit pension schemes, Morrisons and Meggitt being recent examples. The ramifications of new owners, and the change in financing structure this often brings with it can have significant implications on the resources available to support the pension scheme over both the short and longer-term. Potential bidders may be wary of the long-term commitments involved with the pension scheme, while trustees will wish to ensure their members’ interests are protected.
Against this backdrop the Pension Schemes Act 2021 introduces new requirements and sanctions designed to prevent changes to businesses being to the detriment of pension schemes.
In this session we will discuss recent trends in the pensions aspects of corporate transactions, and the implications of PSA 2021 with four professionals actively involved in the market, with very different backgrounds and experience.
• How potential bidders view DB pension schemes when assessing a business and potential red-flags.
• The importance of employer covenant, and how to assess it
• How we are seeing the PSA21 shape transactions and the role of the Pensions Regulator.
Alex Hutton-Mills, Cardano Advisory
Alex is a Senior Managing Director and co-founder of Cardano Advisory (formerly known as Lincoln Pensions).
He leads the firm's Pensions Corporate Finance advisory division, advising corporates and capital providers and has over 20 years experience in corporate finance and restructuring transactions, having also previously worked as a principal at Citigroup in their Global Special Situations and Insurance & Pensions Structured Solutions groups.
Alex has advised on multiple M&A and restructuring transactions across a variety of industries including UK and cross-border public and private M&A, debt and equity capital raisings, joint venture arrangements and restructurings, involving clients with DB schemes ranging from £2m to over £30bn.
Susan Anyan, Capital Cranfield
Susan has worked in the pensions industry for over 30 years and began her career working in in-house pension scheme roles. She then spent ten years working for two of the biggest UK pension consulting firms, acting as a managing consultant to a range of clients.
Since 2011, she has been a professional trustee at Capital Cranfield where she is also a board member. Across her current portfolio she variously acts as chairman, sole trustee or co-trustee for a range of DB and DC schemes, many with overseas parent companies.
Dawn Heath, Freshfields
Dawn has been practising as a pensions lawyer at Freshfields since qualifying in 2000 and became a partner in 2013. Her practice focuses on UK defined benefit pension schemes and their associated challenges, with recent experience including advice on:
- a range of significant pension projects, including complex funding and security arrangements, scheme consolidations and benefit issues;
- advising on regulatory investigations and settlement of those investigations, including investigations by the Pensions Regulator in respect of its contribution notice and financial support direction “moral hazard” powers;
- the pensions implications of corporate activity, including M&A, reorganisations, takeovers and joint ventures; and
- pensions issues in distress situations.
Dawn is a member of the Legislative and Parliamentary Committee of the Association of Pension Lawyers. Through this, she has been proactively engaging with DWP and the Pensions Regulator on proposed changes to pensions legislation and Pension Regulator powers.
Richard Pinder, LCP
Richard leads LCP’s M&A Practice and is an actuary with over 20 years’ experience advising purchasers and sellers on the pensions aspects of corporate transactions. He has worked on a wide range of deals, including a number of high profile public-to-private deals since the beginning of the pandemic.
In addition to running due diligence and trustee negotiations, on some recent deals Richard has also advised how pension risk can be removed or substantially de-risked as part of the transaction.
Richard also advises a number of corporate and trustee clients on their pensions strategy and holds a scheme actuary certificate.
Helen Draper (Chair)
Helen is a corporate actuary, with a specialism in M&A and corporate restructuring. She joined LCP three years ago from a Big 4 Accountancy Firm, where she had over a decade of post qualification experience.
Helen advises both corporates and Private Equity buyers on the pensions implications of transactions, including due-diligence, the trustee negotiation process and vendor assist. As part of this she enjoys working with pensions specialists from outside the actuarial profession to deliver the best advice to the client.
Across her portfolio of corporate clients Helen advises on pensions and de-risking strategy and has a special interest in helping her corporate clients develop their pensions "exit" strategy, de-risking in advance of a future insurance buy-out.
Contact Events Team for more information.
0207 632 1498
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