Legal Series: M&A Transactions & Underfunded Benefit Plan Issues Explored
The growing issues arising from underfunded benefit plans are beginning to have a significant impact on many employers and their employees. Identifying these potential early on in the process can significantly minimize damages.
This Knowledge Group LIVE webcast: M&A Transactions & Underfunded Benefit Plan Issues Explored aims to put you in the know with respect to understanding key issues surrounding underfunded benefit plans and their impact on your company. Employee benefits practitioners will take you through practical and real world examples while providing end-to-end discussion of the most critical issues affecting underfunded benefit plan.
The following key topics will be addressed in this LIVE two-hour webcast:
• Underfunded Benefit Plans: An Overview
• Multi-Employer Benefit Plans
• Single-Employer Plans
• Insights on M&A Underfunded Benefit Plan Best Practices and Techniques
• Updates and Issues on M&A Underfunded Benefit Plan
Steve Rimmer , Partner,
- With interest rates at near all-time historic lows, pension plan deficits continue to be a very significant element on company balance sheets. Purchase price valuation models are highly sensitive to the interaction of pension plan design, assumptions, local jurisdictional rules and regulator powers. Predicting how funding patterns may change under various stress scenarios is an important part of the M&A process.
- When considering pension plan under-funding in the past, off-balance sheet multi-employer pension plan liabilities had sometimes been overlooked. The recent first circuit court decision in the Sun Capital case has alerted PE funds to the need for diligence in transactions where participation in these plans is acquired. PwC has observed a significant trend toward introducing valuation adjustments to better model the fair cost associated with these plans.
Leslie Bassett, ERISA Litigation Attorney,
King & Spalding
Kenneth A. Raskin, Partner and Chair of Employee Benefits & Executive Compensation Practice,
King & Spalding
- An in-depth look at the controversial July 24, 2013 decision in Sun Capital Partners III LP v. New England Teamsters & Trucking Industry Pension Fund, in which the First Circuit held the private equity fund jointly and severally liable for the unfunded pension obligation of its portfolio company;
- Data-based illustrations of the magnitude of Sun Capital Partners’ potential impact on private equity investment in companies with underfunded pension obligations;
- Implications of the Sun Capital Partners decision on M&A transactions, including underwriting considerations and practical entity structures private equity funds may use to minimize unfunded pension liability exposure;
- How Sun Capital Partner’s groundbreaking interpretation of whether a private equity fund is a “trade or business” could encourage treatment of private equity funds’ investment returns as ordinary income for federal tax purposes
Bertha Minnihan, CPA, Partner, National Practice Leader, Employee Benefit Plan Audits,
- Auditing and reporting challenges for M&A transactions
- Termination vs. freezing a plan, which is underfunded
Thomas P. Simonson, Vice President, Producer,
** Speaker Talking Points to be added soon.. **
Who Should Attend:
- Plan Sponsors, Fiduciaries and Participants
- Employee Benefits & Compensation Lawyers and Consultants
- Payroll and Benefits Administrators
- Human Resource & Benefits Personnel
- Financial Advisers
- Public Companies
- Private Companies
- And anyone involved in Underfunded Benefit Plan
Steve has 30 years of experience in the human resource consulting field and specializes in coordinating the HR aspects of mergers, acquisitions and spin-offs. Steve is a NY-based principal in our Human Resource Transaction Services practice and works on transactions with a full array of private equity and strategic clients. He has significant experience addressing executive compensation and pension issues arising on deals.
Steve has been with PwC for 24 years, including 19 years in New York and five years in London. Prior to joining PwC, Steve qualified as an actuary with a leading UK firm of actuaries. Steve is a fellow of the UK Institute of Actuaries, a Certified Compensation Professional and holds an MBA from the University of Manchester.
Recent thought leadership includes chapters in books by PEI on HR due diligence and PE portfolio compensation.
Steve has 30 years of experience in the human resource consulting field and specializes in coordinating the HR aspects of …
Leslie Bassett is an ERISA litigation lawyer in King & Spalding’s Business Litigation practice. For nearly a decade, Ms. Bassett has focused her practice on the defense of sponsors and fiduciaries of employee benefit plans in ERISA litigation matters. She defends clients in complex employee benefits litigation, including litigation involving breach of fiduciary duty and employer stock held in 401(k) plans. Ms. Bassett also counsels clients in connection with governmental investigations and other regulatory matters involving benefits issues and executive compensation agreements. Perhaps equally importantly, she has counseled and resolved numerous disputes in earlier stages, preserving the goals of cost-effectiveness, efficiency, and discretion for her clients.
In addition to her active practice, Ms. Bassett has maintained her commitment to giving back to the community by, among other things, representing children in the juvenile justice process and handling pro bono adoptions through Atlanta Legal Aid’s Grandparent/Relative Caregiver Adoption Project.
Leslie Bassett is an ERISA litigation lawyer in King & Spalding’s Business Litigation practice. For nearly a decade, Ms. Bassett …
With more than 30 years of experience, Ken Raskin is a partner and Chair of King & Spalding’s Employee Benefits & Executive Compensation Practice. He counsels clients in the structure of retirement and welfare benefit plans, including fiduciary issues and investments. He counsels fund sponsors, plans and lenders on ERISA fiduciary implications. Mr. Raskin also focuses on transactional counsel in mergers and acquisitions.
Corporate and individual clients seek Ken’s advice on executive compensation issues, including executive employment contracts, incentive compensation arrangements, stock option plans, non-compete agreements, severance arrangements and parachute plans.
Mr. Raskin is nationally recognized for his expertise by Chambers USA, Best Lawyers in America, PLC Which Lawyer? and the Legal 500. He is a Board Member of the Plan Sponsor Council of America (PSCA) and a member of the faculty of the Practicing Law Institute (PLI).
With more than 30 years of experience, Ken Raskin is a partner and Chair of King & Spalding’s Employee Benefits …
Bertha Minnihan has over 17 years of experience in public accounting and serves as the National Practice Leader for Moss Adams’ Employee Benefit Plan Group. She has extensive experience directing all phases of audits for a variety of benefit plans. Bertha serves on the AICPA’s Employee Benefit Plan Audit Quality Center’s Executive Committee. She has also served on the AICPA’s Technical Standards Subcommittee and has chaired the annual national AICPA Benefit Plan conference for several years. She is frequently called upon to speak at local and national organization events dedicated to the Benefit Plan Audit specialty and her acumen is widely recognized by many of the third party administrators, trustees and investment custodians utilized by companies nationwide.
Bertha Minnihan has over 17 years of experience in public accounting and serves as the National Practice Leader for Moss …
Tom Simonson leads Lockton Retirement Services for the firm’s Southeast Series and is based in Charlotte, NC.
Tom’s primary responsibilities include assisting for-profit and not-for-profit employers align their qualified and non-qualified retirement plans to meet their business goals. Key areas of focus include assessing employee retirement readiness, merger/acquisition support, fiduciary liability management, investment selection and monitoring, vendor management/evaluations, plan design, and employee communications.
Tom Simonson leads Lockton Retirement Services for the firm’s Southeast Series and is based in Charlotte, NC. Tom’s primary responsibilities …
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Celebrating more than 125 years of service, King & Spalding is an international law firm that represents a broad array of clients, including half of the Fortune Global 100, with 800 lawyers in 17 offices in the United States, Europe, the Middle East and Asia. The firm has handled matters in over 160 countries on six continents and is consistently recognized for the results it obtains and its uncompromising commitment to quality and dedication to understanding the business and culture of its clients. More information is available atwww.kslaw.com.
About Moss Adams
Moss Adams is one of the 15 largest accounting and consulting firms in the United States. Our staff of more than 2,000 provides accounting, tax, and consulting services to public and private middle-market enterprises in many different industries. Founded in 1913 and headquartered in Seattle, Moss Adams has 22 locations in Washington, Oregon, California, Arizona, New Mexico, and Kansas. Our assurance services include audits, accounting, internal controls, business risk management, royalty compliance, and employee benefit plans. Our tax services include federal, state, and local tax planning and compliance; international tax planning and compliance; cost segregation; and research and development tax credits. We also provide consulting and advisory services for mergers and acquisitions, corporate finance, valuations, business owner succession, business planning, litigation and forensic accounting, information technology integration and reviews, and compensation. We offer additional services such as investment banking and asset management by drawing on our two affiliate companies, Moss Adams Capital LLC and Moss Adams Wealth Advisors LLC.
About Lockton Retirement Services
More than 4,450 professionals at Lockton provide 15,000 companies around the world with risk management, insurance, and employee benefits services that improve their businesses. From its founding in 1966 in Kansas City, Missouri, Lockton has attracted entrepreneurial professionals who have driven its growth to become the largest privately held insurance broker in the world and 9th largest overall. For four consecutive years, Business Insurance has recognized Lockton as a “Best Place to Work in Insurance.”
About Lockton Retirement Services:
Lockton’s Retirement Services practice specializes in employer-sponsored retirement plans. Our comprehensive approach to partnering with clients helps them attract and retain employees in a compliant manner. As trusted partners, we work with more than 850 qualified, non-qualified and executive benefit plans that account for more than $24 billion in assets. We focus on fiduciary risk management, which includes compliance services, investment services, vendor management and pension risk services. Our executive benefits and non-qualified plan services.