Mergers and Acquisitions

Our specialist Mergers and Acquisitions Practice provides expert practical advice on the pensions issues faced by organisations buying or selling businesses, or forming joint ventures. We have a proven track record in providing focused, commercially valuable pensions advice on transactions ranging from transfers of small numbers of employees, through to multi-billion pound international acquisitions.

We pride ourselves on offering a flexible and responsive service to all parties - buyers, vendors or providers of deal finance. We already act for a large and growing number of substantial venture capital and private equity firms, as well as trade buyers and sellers.

Our approach

Our approach is simple. We:

• Provide clients with a clear and commercially sound view of the pensions issues
• Demonstrate how best to manage your exposure to pensions risks
• Implement the agreed course of action

We operate at all points through the deal timetable, providing a true "door to door" solution for managing pensions risks arising in a transaction. The buy-side example below sets out the value we can add in the context of a transaction in the UK:

Stage 1: Preliminary assessment of target

• Up-front identification of "red-flags"
• Reality check on pension costs and valuations
• Assess pension implications of post-deal strategy
• Advice on negotiation strategies, both with vendor and trustees
• Headline regulatory issues

Stage 2: Investigate & negotiate

• Full due-diligence on pensions risks, undertaken in context of overall deal
• Advice on deal documentation
• Support on vendor and trustee negotiations
• Assistance with Pensions Regulator clearance (if required)
• Planning/mitigation of pension risks post-deal
• Liaison with lawyers and other advisors

Stage 3: Post-deal implementation

• Set-up new or interim pension arrangement (if required)
• Represent company in negotiations on funding/investment
• Preparation of accounting numbers
• Implement risk-management strategies on adopted liabilities
• Preparation for future exit

LCP offers a unique combination of advantages to clients looking to acquire, or dispose of, businesses with pensions liabilities.

Strength in depth

The M&A Practice consists of twenty qualified actuaries including fifteen partners. The practice has the wider resources of LCP as its disposal as and when required, including experts in areas such as investment consulting and employer covenant review.

Market experience

Since 2005, we have advised on over 200 transactions in over 30 countries. We have experience acting on both sell-side and buy-side, covering due diligence and advisory appointments, as well as portfolio management for private equity as well as lenders and hedge funds, and have advised on a wide variety of deal structures (eg competitive auction / one-to-one / IPOs etc).

A 360° view

Our leading presence in both the trustee and corporate advisory markets gives us a rare 360° view on pensions issues. For example, an effective strategy for negotiations with pension trustees can be the key to a successful outcome, and our experience in advising trustees informs our approach here.

International perspectives

With an increasing number of multi-territory transactions, specialist knowledge of pensions risks in non-UK jurisdictions is a must. Our key resource is our in-house International practice, which advises a number of large multinationals on pensions matters.