Eversheds Sutherland (US) LLP

Eversheds Sutherland has unsurpassed breadth and depth of experience in the pension de-risking market. Our team have advised on bulk annuity/ pension risk transfer and longevity deals ranging in size from a few million to multi-billion, and in complexity from market standard to bespoke collateralised structures. We have acted on some of the largest pension risk transfer deals in the UK and US and have experience across the Irish, Dutch and Canadian markets. Our clients in some deals are insurers, including new market entrants. In others, we represent corporate purchasers – guiding them through what may be one of their largest transactions ever.

Our pension de-risking/risk transfer services include:

• advising schemes/ plans and sponsors on global de-risking projects across multiple jurisdictions
• drafting and negotiating contract terms, bulk annuity contracts and definitive purchase agreements
• drafting and review of benefit specifications and forms of group annuity contracts, whether covering retirees in pay status or vested deferreds
• due diligence for insurers, for ‘all risks’ deals, where the insurer takes on the risk that the benefits are not as described in the benefit specification
• reinsurance – negotiating reinsurance arrangements including where back-to-back with front-end bulk annuity or longevity transactions
• longevity swaps (including where structured as derivatives) and other hedging arrangements
• captive’ or ‘pass-through’ structures where pension schemes seek to access the reinsurance market directly
• collateralised transactions – security issues involved in insurance and reinsurance transactions
• the drafting and negotiation of Administrative Services Agreements
• advice on the factors considered by independent fiduciaries (IF) in determining whether an insurer’s group annuity contract meets the “safest available annuity” standard under 29 C.F.R. § 2509-95-1
• obtaining the necessary regulatory approvals with respect to the group annuity contract (and related annuity certificates) for a pool of annuitants residing throughout the U.S.
• analysis of the treatment in insolvency of group annuity contracts, including those supported by assets held in a separate account, and cut-through reinsurance arrangements

Recent transactional work by the firm and members of the team at predecessor firms includes:

• represented Legal & General/Banner Life as group annuity contract provider in a large pension de-risking transaction with Philips Electronics in the US
• acting on a collateralised buy-in covering liabilities circa £1bn
• acting on a EUR 200m transfer of Dutch pension liabilities
• acting for an Irish pension scheme on a circa EUR 400m pensioner buy-in using a captive insurer
• represented Legal & General on the £1.1bn pension buy-out with the Vickers Pension Scheme in the UK
• acting for a large insurer on a £1bn longevity reinsurance contract
• represented Kimberly-Clark Corporation with respect to a $2.5 billion group annuity contract
• represented Motorola Solutions, Inc. with respect to a $4.2 billion transaction
• represented Bristol-Myers Squibb with respect to a in a $1.4 billion group deal
• represented Verizon with respect to a $7.5 billion group annuity contract

§  “Diversity at Sutherland Asbill & Brennan LLP” to “Diversity at Eversheds Sutherland (US) LLP”

§  “Diversity” section:

o   The firm’s emphasis on diversity is reflected in numerous ways throughout the firm, such as the manner in which we recruit lawyers and other employees, our work-life policies and our professional service efforts. We have been recognized for our achievements in diversity.  More importantly, we understand the significant role a diverse community plays in the firm's growth and development.

§  “Our Awards and Recognitions” section:

o   Eversheds Sutherland (US) LLP continues to be recognized for its efforts to promote diversity in the workplace and in the legal profession. In 2016 we were named a “Best Place to Work for LGBT Equality,” having earned a perfect 100 score on the Human Rights Campaign’s Corporate Equality Index, and we also were ranked a Top 100 Firm for Minority Attorneys by Law360. In addition, the firm was awarded the Gold Standard Certification for the fifth consecutive year by the Women in Law Empowerment Forum.

§  “Our Commitment” section:

o   Eversheds Sutherland (US) LLP is committed to promoting diversity within the firm and in the legal profession.  We believe that diverse skills, knowledge and viewpoints make us a stronger, more productive law firm.  We hire and promote qualified lawyers and other professionals regardless of race, color, national origin, religion, disability, gender, gender identity or sexual orientation.  We understand that diversity enhances our value to clients by allowing us to staff our client teams with professionals who possess broad experiences and a spectrum of perspectives.

o   Eversheds Sutherland (US) LLP has a cross-office Diversity Committee with responsibility for supporting and enhancing our firm culture.  Our committee has helped coordinate and lead a number of efforts to advance diversity within our firm and the community. Affinity groups at the firm serve as support networks for attorneys of color; women lawyers; and gay, lesbian, bisexual and transgender attorneys.

o   We are committed to working with our clients as they pursue the common goal of a professional workplace where opportunity is available to all.