Our risk transfer team has advised on some of the most significant transactions in the market. Read some case studies below.
Interserve Pension Plan
We advised the Trustee of the Interserve Pension Scheme on its £400m “PPF +” buy-in with Aviva, securing the benefits of more than 7,000 members. The transaction followed a £300m pensioner only buy-in in 2014 and means the pension liabilities of all Interserve section members have now been secured in a total deal of more than £700m.
The Interserve group has experienced repeated high-profile restructurings and financial crises in recent years. We have worked with the Trustee during this time on numerous negotiations to protect, and improve, the position of scheme members. In 2022, the project culminated in a highly innovative agreement that enabled Interserve to continue on a more sustainable footing, with scheme members receiving higher benefits than the compensation they would have received from the PPF had the company failed. The journey has involved negotiating multiple support packages for the Scheme with the company and lenders, complex advice as to whether to agree to benefit adjustments, novel “synthetic covenant” solutions and protracted discussions with TPR in relation to the Scheme’s position and company/lender clearance applications.
We advised the Trustee on its approach to the insurance market for a “PPF +” buy-in, which included: preparing novel benefit specifications; the negotiation of a complex contract with Aviva as the preferred insurer; reshaping multiple existing policies with them; and drafting extensive bespoke member communications.
We assisted the Trustee of the Cobham Pension Plan on a £530m buy-in with Standard Life, securing the benefits of around 3,000 members. The transaction completed in August 2022 and followed a previous bulk annuity purchase of £280m with Rothesay Life in 2013. The benefits of all scheme members are now secured as a result of both these transactions.
Sackers was involved in ensuring the adequacy of the benefit specification and the potential residual risks involved in the transaction, working collaboratively with the Trustee and the scheme’s other advisers. Our lawyers were able to draw on our significant risk transfer transaction experience and expertise to ensure a successful outcome for the Trustee.
We advised the Trustee of the EDS 1994 Pension Scheme on its £1.1bn buy-in with PIC to fully insure the Scheme’s pension liabilities. This was one of 2022’s largest bulk annuity transactions.
The buy-in agreement provided certainty and security for all the Scheme’s 3,000 current and 2,300 deferred pensioners and was secured in anticipation of a full scheme buy-out. We worked closely with the Trustee, sponsor and other advisers to achieve this excellent outcome.
We advised Coats UK Pension Scheme on its £350m bulk annuity buy-in transaction with Aviva. The buy-in secured the defined benefit pension liabilities of around 3,700 members, removing investment and longevity risk while ensuring benefits and the way they are paid to members were not affected.
We worked closely with the Coats pension team and the scheme’s other advisers over a very short timeframe to achieve this outcome for members. The transaction demonstrated the value of being well prepared, enabling the scheme to take advantage of keen insurer pricing to increase members’ security.
We advised Crown Holdings, the sponsor of the Metal Box Pension Scheme, on a £2.2bn buy-in to buy-out transaction, insuring 12,500 pensioner and deferred members of the scheme with PIC. Not only was the transaction the biggest bulk annuity deal of 2021, it was also one of the largest single-transaction full scheme buy-outs ever undertaken.
The transaction represented the culmination of a long period of planning and structuring to get the deal over the line. Our lawyers came up with numerous innovative solutions to issues that can otherwise bog-down a large scheme buy-out. These included developing a funding structure between the company and pension scheme to manage the realisation of a portfolio of illiquid investments, providing solutions to GMP equalisation/conversion as well as the insurance of residual risks. This was a cutting edge transaction and, as a result of our deal structure, the scheme was able to move from buy-in to buy-out within a month of transacting, setting a new industry standard for full scheme buy-out transactions.
We advised the Trustee of the HSBC Bank (UK) Pension Scheme on a £7bn longevity swap with PICA. The swap manages longevity risk in relation to £7 billion of pensioner liabilities, and provides long-term protection to the £30 billion scheme against its members living longer than expected. Not only was the transaction substantial, it was also highly innovative. It was structured as an insurance contract with an HSBC-owned captive insurer in Bermuda and then reinsured to PICA. No longevity swap has ever been done through Bermuda before.
Our lawyers worked closely with the HSBC team and other advisers over many months to get the deal done. Working against the clock to take advantage of attractive pricing, the team carried out complex negotiations with multiple parties in different jurisdictions. The team had to deploy commercial dexterity and technical expertise to find a way through, and to secure suitable protections for the scheme.
We advised the trustee of the Marie Curie pension plan on a £30m buy-in with L&G. The transaction is an important milestone for the scheme and secures the benefits of over 300 members and their dependants. The agreement demonstrates that it is not just the big schemes that are accessing opportunities in the market place.
We recently advised the Signet Group Pension Scheme on £236m full scheme buy-in. The buy-in with Rothesay Life, protects the pensions of 1,909 scheme members. As a full scheme buy-in, the transaction secures the benefits for the whole scheme including 825 deferred members and 1,084 pensioners in payment, who will become direct policy holders with Rothesay on completion of the buy-out in due course. We are thrilled to have advised the Trustee of the Signet Group Pension Scheme on this particular transaction, which has achieved a fantastic outcome for scheme members. We were able to bring our significant risk transfer transaction experience and expertise to bear alongside our in depth knowledge of the scheme.
We advised a client on a £3.2bn buy-in. The significant transaction materially improved the financial security of all pensioner members’ benefits. Sackers provided full support to the Trustee to enable them to complete the buy-in. The transaction was structured as a framework document, allowing ease of execution for any future transactions between the parties. In addition, the transaction involved heavy tailoring of the terms including the agreement of a sophisticated set of trustee termination rights linked to the insurer’s Solvency II funding and one of a kind terms on trustee liabilities.
We advised the National Grid UK Pension Scheme on an £800m buy-in with Rothesay Life. This transaction along with a £2.8bn buy-in in 2019 secures the benefits of 800,000 members. The Rothesay transaction, reflecting the commercial position of the Scheme, was heavily negotiated and encompassed highly favourable termination provisions, unusual for a transaction of this size. In addition the Trustee continues to benefit from overarching framework provisions, which will ensure that future transactions preserve the favourable terms now negotiated.
Sackers has advised the trustees of the scheme for many years and provided full support to the Trustee to enable them to complete the buy-in in a tight timescale taking advantage of a market opportunity. In addition and as part of the process, the Sackers team were able to provide deep technical knowledge of the Scheme’s benefit specification and provided targeted input on risk areas. We also advised the company on the transaction as part of a joint working initiative, contributing materially to the efficiency of the transaction.