Cases & Deals

GM Pension Plan transfers $29 billion in pension plan assets to Prudential in largest single-employer transfer in U.S. history

Clients General Motors Company

Jones Day has advised General Motors LLC in connection with a transaction announced on June 1, 2012 that will eliminate approximately $29 billion in GM balance sheet liability, and result at closing in the largest single-employer plan termination and pension risk transfer in U.S. history. This continues the firm’s tradition of advising GM on ground-breaking employee benefits matters, including GM’s creation of a retiree health VEBA trust.

The transaction involves the General Motors Retirement Program for Salaried Employees, under which approximately 118,000 former salaried GM employees currently receive pensions. Three complex steps are contemplated in connection with this pension de-risking transaction.

First, GM will offer lump-sum pension buy-outs to approximately 42,000 of the 118,000 salaried pensioners, with payments to be made this summer. Second, active salaried employees and deferred vested employees will be spun-off from the Retirement Program for Salaried Employees into a new pension plan. Finally, the Retirement Program for Salaried Employees will terminate, and Prudential Insurance Company of America will issue a group annuity contract to assume the pension annuity payment responsibility to the pensioners, including those who do not accept a lump-sum pension payment. The group annuity contract, anticipated to be the largest in U.S. history, is projected to be issued by the close of the year. At the closing, the Plan will transfer to Prudential approximately $29 billion of selected assets, including a new contribution from GM to the Plan.

The Jones Day team that advised General Motors included members of the Firm’s Employee Benefits & Executive Compensation and Mergers & Acquisitions practices and was led by Evan Miller, Jere Thomson, Peter Izanec, and Steven Sacher.

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