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M&A, Restructuring, and Bankruptcy Matters

Guided by our decades of experience dealing with PBGC issues involving bankruptcies and other major corporate events—both on behalf of PBGC and on behalf of corporations—we can give you unique insights on how best to address a wide variety of PBGC and other employee benefits issues.

PBGC issues are often front and center in the context of major corporate events, such as M&A transactions caught up in PBGC’s Early Warning Program, business restructurings without or in advance of a bankruptcy filing, or bankruptcy cases in which PBGC aggressively pursues its claims as the largest creditor.

We have extensive experience in these cases.  Among many other K&A engagements:

  • We advised and represented Sears in its negotiations with PBGC throughout the four-year period preceding its bankruptcy filing and played a significant role on behalf of Sears during its bankruptcy case in dealing with plan termination and claims settlement issues.

  • We served as Special Pension Benefits Counsel for Nortel in its bankruptcy case and played a significant role in addressing and resolving PBGC’s bankruptcy claims.

  • We served as Special Pension Benefits Counsel for Dewey & LeBoeuf in its bankruptcy case and played a significant role in the district court litigation between PBGC and Dewey & LeBoeuf regarding plan termination issues and in evaluating PBGC’s assertions of priority regarding its bankruptcy claims.
We help keep you moving in the right direction
K&A can guide you through a wide variety of PBGC and other employee benefits issues that arise in the context of major corporate events, including:
  • Due diligence review of PBGC/other employee benefits liabilities

  • Options regarding transfers of pension liabilities

  • PBGC premiums

  • PBGC reporting requirements and related penalty assessments

  • PBGC requests and demands for information in Early Warning Program cases

  • PBGC requests and demands for excess contributions in Early Warning Program

  • “Downsizing Liability” under ERISA Section 4062(e) in plant closing and stock/asset sale cases
  • PBGC issues in connection with restructuring efforts

  • Distress terminations outside of bankruptcy based on “Business Continuation” test

  • Distress terminations during bankruptcy based on “Reorganization” test

  • PBGC involuntary termination proceedings

  • PBGC’s employer liability and unpaid contributions calculations

  • PBGC’s assertions of entitlement to priority treatment of its bankruptcy claims

  • PBGC liabilities in or out of bankruptcy
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