Pensions and Benefits in Transactions and Reorganizations

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Pensions and Benefits in Transactions and Reorganizations

Pensions and Benefits in Transactions and Reorganizations

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Corporate transactions and restructurings need careful handling to deal with the labor, employment and executive compensation pension and benefits issues involved.

Whether you are a buyer, seller, lender or institutional investor, the lawyers at Dentons are well positioned to help. We have partnered with clients just like you in:

Mergers & acquisitions
Insolvencies
Restructurings
Workforce reorganizations

We use our widespread knowledge of issues on your behalf, including: tax, bankruptcy, pensions and compensation and legal and regulatory matters.

From negotiating and drafting agreements to conducting investigations of overall employment and benefits operations, our mission is to further your business objectives in a seamless, efficient manner all the while protecting your interests and minimizing litigation risks.

We don't offer administration, actuarial or other pension consultancy services.

Experience

Capital Power Income L.P.: Advising Atlantic Power Corporation (Atlantic Power), pursuant to a plan of arrangement under the Canada Business Corporations Act, on its acquisition of all of the outstanding partnership units of CPILP held by unitholders of CPILP other than Capital Power Corporation (CPC) and the acquisition of all of the shares of CPI Investments Inc. (an entity jointly owned by EPCOR Utilities Inc. and CPC) which owned approximately 29% of the outstanding units of CPILP. The partnership units were acquired for $19.40 in cash or 1.3 Atlantic Power common shares for a purchase price of approximately $1.1 billion which was satisfied by the payment of $506.5 million of cash and the issuance by Atlantic Power of approximately 31.5 million common shares. In connection with the closing of the acquisition, CPILP sold its two North Carolina biomass plants to CPC for a purchase price of approximately $121 million, certain CPC employees, including those working at the CPILP plants became employees of Atlantic Power and management contracts whereby subsidiaries of CPC provided management services to CPILP were cancelled.
Ennstone PLC: Advising the Pension Protection Fund in the UK on acquiring an equity stake alongside a syndicate of banks, as part of a pre-pack administration (including a debt-for-equity swap) of listed Main Market company Ennstone PLC.
Former UK shoe manufacturer: Acting as Trustee of a pension scheme that has entered the UK Pension Protection Fund (PPF) assessment period and dealing with all relevant issues to enable it to enter the PPF.
Grant Forest Products Inc.: Advising on the CCAA and US Bankruptcy Court approved acquisition of its oriented strand board facilities in Ontario and South Carolina, US by Georgia-Pacific LLC for $400 million. The process for the acquisition involved a series of court and regulatory approvals on both sides of the border, and included approval from both Canadian and US courts, the Canadian Competition Bureau, the US Federal Trade Commission and Investment Canada.
Kraft Foods Group, Inc.: Advising on the Canadian pension and benefit work on an ongoing basis and during a spin-off involving a series of global transactions designed to separate the grocery and snack businesses and operations of their North American grocery business. As part of the spin-off, Kraft Foods Inc. is changing its name to Mondelez International, Inc. and Mondelez and Kraft Foods Group are now separately listed for trading on The NASDAQ Global Select Market.
Large West End theatre owning company: Advising on the winding up a pension scheme and securing its benefits with a UK insurer.
Marconi Communications: Advising on a case involving a radio transmission company in the US and UK, including substantial pension issues.
Nortel Networks Inc.: Acting as Canadian Counsel for the Official Committee of Unsecured Creditors of Nortel Networks Inc. and certain of its direct and indirect subsidiaries in the cross-border Companies' Creditor Arrangement Act (CCAA)/Chapter 11 proceedings.
Official Committee of Retirees for the City of Detroit: Representing in the largest Chapter 9 bankruptcy case in US history. The committee represented the interests of approximately 23,500 public safety and general city retirees, as well as the interests of approximately 9,000 dependents, who were owed approximately US$9 billion in pension and retirement health care benefits. With the assistance of Dentons, almost all pension benefits were protected and health care benefits payments continued. Dentons was awarded The M&A Advisor’s 2014 "Restructuring of the Year Award" and Global M&A Network’s 2015 "Turnaround Atlas Award" for this representation.
Pension Benefit Guaranty Corporation (PBGC): Serving as outside counsel in connection with pension plan claims and potential termination of related pension plans. The PBGC is the US government corporation charged with the supervision of pension plans, subject to the Employee Retirement Income Security Act, in connection with certain bankruptcy matters. Examples involved representing the PBGC as a party in interest and as a Creditors’ Committee member in the AMR Corporation and Kodak Chapter 11 cases. Both cases include potential claims well in excess of US$10 billion and complex pension bankruptcy. We also served as PBGC counsel in the landmark bankruptcy of Chrysler Corporation.
PepsiCo Inc.: Providing ongoing advice in regards to Canadian pension and benefits matters including quarterly meetings with their management team to advise on the governance of multimillion dollar employee benefit plans.
Philip Services Corp: Serving as debtors counsel to Philip Services Corp. and over 40 affiliated debtors in connection with a plan of reorganization which restructured over US$1 billion of debts, including substantial pension underfunding liability. This matter involved a competitive auction for the right to be plan sponsor and exit funder and litigation involving the fate of the pension plans.
Syncrude Canada Ltd.: Advising after the Alberta Court of Queen's Bench dismissed a human rights complaint against a number of parties, including Syncrude Canada Ltd., in relation to a refusal to allow an individual to work at a work site following a positive alcohol and drug test. Syncrude Canada Ltd. appealed the Court of Queen's Bench's finding that a site-owner was an "employer" under section 7 of the Human Right's Act. On appeal, the Court of Appeal confirmed a narrower interpretation of the meaning of "employer", concluding that a site-owner is not an employer under section 7 of the Human Rights Act. This decision had a significant impact on the ability of site owners to implement appropriate site access requirements.
The Blackstone Group: Assisting in connection with the acquisition from Gecina and financing of a portfolio of 26 logistic properties throughout France, one located in Spain and one located in Belgium. This was the largest logistics sale of the year in France.
UAL Corporation: Represented the Official Committee of Unsecured Creditors of UAL and United Airlines in their Chapter 11 cases in the Chicago bankruptcy court. Dentons with the assistance of committee retained actuaries and its experienced Benefits Group explored all alternatives to termination of the plans and later in the cases, tested the PBGC’s resulting claim on behalf of unsecured creditors.

Insights

New defined benefit funding code – what does it mean for trustees and sponsoring employers?

February 13, 2023

United Kingdom: For some trustees, the new funding regime and covenant requirements will have a significant impact on how they approach assessing covenant and will have a knock-on effect on how they manage risk in their scheme while for others, it may simply reinforce the procedures which they already have in place. We take a look at some of the factors that trustees and sponsoring employers should consider.

Endgame planning: how to get your scheme buy-out ready

December 6, 2022

United Kingdom: There are a lot of decisions to make as a pension scheme trustee, and one of the most important for closed schemes is deciding whether to pursue a buy-out. We take a look at the factors that trustees should consider if buy-out is the scheme's ultimate endgame objective.

A decade of auto-enrolment: reflecting on the last 10 years and looking ahead at what the next 10 years might bring

November 14, 2022

United Kingdom: In light of the 10th anniversary of the introduction of auto-enrolment on 1 October 2012, we reflect on the impact of the landmark legislation and look ahead to what the next 10 years may look like.

Pensions and Benefits in Transactions and Reorganizations

Pensions and Benefits in Transactions and Reorganizations

Experience

Insights

New defined benefit funding code – what does it mean for trustees and sponsoring employers?

Endgame planning: how to get your scheme buy-out ready

A decade of auto-enrolment: reflecting on the last 10 years and looking ahead at what the next 10 years might bring

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Pensions and Benefits in Transactions and Reorganizations

Pensions and Benefits in Transactions and Reorganizations

Experience

Insights

New defined benefit funding code – what does it mean for trustees and sponsoring employers?

Endgame planning: how to get your scheme buy-out ready

A decade of auto-enrolment: reflecting on the last 10 years and looking ahead at what the next 10 years might bring

Share

How can the world's largest global law firm help you today ?

Contact us or find an office in your location.

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