LCP acts as lead transaction adviser to RSA and Intact on £6.5bn buy-in transaction

Pension Insurance Corporation plc (“PIC”), a specialist insurer of defined benefit pension schemes, has concluded a buy-in with the Trustees of two schemes sponsored by RSA Group (“RSA”), the Sal Pension Scheme (“SALPS”) and the Royal Insurance Group Pension Scheme (“RIGPS”) (the “Schemes”), insuring in total c.£6.5 billion of liabilities and covering the pensions of 40,000 members. RSA Group is a wholly owned subsidiary of Intact Financial Corporation (“Intact” or “IFC”).

Highlights:

• Largest ever bulk annuity transaction from pension schemes to insurer, covering 40,000 members and c.£6.5 billion of liabilities
• Transfers risk from the Schemes to a life insurer specialising in managing long-term risks, with access to the reinsurance markets
• Landmark deal which addressed significant issues of timing and complexity, paving the way for other very large transactions
• Pricing agreed amidst unprecedented market volatility during the LDI crisis
• Improvement in pension scheme funding levels due to rising gilt yields created a favourable opportunity for the sponsor to accelerate the Schemes’ de-risking, as well as de-risk its own balance sheet, and for the Trustees to enhance member security
• Transaction facilitated by upfront contribution from Intact of approximately £500 million using excess capital, debt and preferred shares
• Complex structuring considerations included accommodating the Schemes' existing longevity and asset swaps
• following full implementation of the transaction, PIC’s solvency ratio would be in excess of 200% on a pro-forma basis, based on 30 December 2022 market conditions. Further details on PIC’s solvency position will be provided along with PIC’s 2022 year end results in March

PIC’s in-house legal team, who worked on all legal aspects of the transaction for PIC, were advised by CMS Cameron McKenna. Lane Clark and Peacock (“LCP”) advised RSA and Intact on all aspects of the buy-in process, from whether a transaction might be viable through to completion. Slaughter and May provided legal advice to RSA and Intact. Aon and Sackers advised the Trustees of SALPS, and WTW and DLA Piper advised the Trustee of RIGPS, throughout the entire transaction process. Penfida provided covenant advice to both Trustee Boards.

Michelle Wright, Partner and Head of Pensions Strategy at LCP, commented:

“We’re proud to have advised Intact and RSA on all aspects of these ground-breaking buy-ins, from conception through to completion. The unprecedented scale and complexity of the transaction has truly expanded the art of the possible in the bulk annuity market, providing new options for the UK’s largest schemes and their sponsors. The transaction represents the culmination of significant effort and collaboration across multiple parties and sets the tone for record-breaking deal volumes in 2023”.

Simon de Baat, Head of Group Capital, Intact, added

“When we embarked on this project, we knew that what we were looking to achieve was ambitious. But the support that we have received from LCP in terms of their market experience, commitment, problem solving, and ‘can-do’ mentality has been fantastic and critical to enabling us to meet our commercial objectives and de-risk our balance sheet years ahead of previous expectations. The LCP team have provided valuable insights and expertise throughout the process - from early structuring considerations and obtaining initial market engagement, through to initiating and project-managing a collaborative joint process with the Trustees, and ultimately driving the transaction over the line. The result is an innovative transaction structure that successfully accommodates our schemes’ size and complexities, and which delivers a positive outcome for all parties – RSA and Intact, the Trustees, and the Schemes’ members”