Prime provides retirement plan sponsors with expert help when they are contemplating the following ownership changes:
- Acquiring a business entity and adding new employees into their existing workforce
- Selling their business to another entity
- Merging their business together with another entity in order to combine them or form a new business entity
- Spinning off a portion or part of an entity into another new or existing entity
All of these situations have many individual components that need to be addressed in regard to retirement plans sponsored by the business owner. It is crucial that the advisors involved in the business transaction understand ERISA and qualified retirement plans. During some transactions, the qualified plan might be overlooked or left undiscussed until the financial aspects of the transaction have been addressed. This oversight can cause issues, errors and added expenses.
Expertise for Every Type of Business Transaction
Business transactions fall into three main categories: stock sale, asset sale and merger. Each of these transactions affect the qualified plans maintained by one or both entities in very different ways. There are important coverage rules and vesting rules as well as protected benefits, rights and features that must always be reviewed in order to reduce the risk of violating pension laws. It’s possible that the goals that the selling or buying entity have for the qualified plans may be impermissible under ERISA. With experience on both sides, we can help you find the best solution for the transaction.
How We Can Help
Prime offers consulting services to assist with the required due diligence by evaluating the existing qualified retirement plans in order to address any necessary changes due to the merger or acquisition.
- Whether you’re involved in a merger, sale or spin-off, we can help the plan sponsor achieve their goals for the retirement plan and the affected employees.
- In a merger transaction, we will review the plan documents for any benefit, right or feature that must be protected in the new or surviving plan.
- In an asset sale transaction, we can review the plan document of the buyer to determine if an amendment is needed or desired to permit crediting of service for employees of the seller that are hired by the acquiring entity. We can also consult on the potential plan termination for the selling company.
- In a stock sale transaction, we can advise the buyer on the required timing of termination of the seller’s plan, which should take place prior to the transaction. For services to a seller, we can review the plan to determine if any amendments are required in order to bring the plan into compliance with current pension laws prior to the termination. We can also advise the seller on the termination process, which requires official written documentation in the form of a resolution as well as required notifications to the plan participants. If the termination does not take place prior to the transaction we can advise the buyer on the transition relief available for covering acquired employees in the buyer’s plan.
- In a spin-off transaction, we can determine if a partial termination has occurred and address the required amendments needed and vesting issues that result because of the partial termination.