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Posted

Plan L is adopted by two employers, Company L and Company A, in a controlled group (due to common ownership).  Company L is being purchased in a stock sale effective 8/31/26) but Company A is not being purchased.  We're amending Plan L so that Company A is the 'lead sponsor' and will change the plan name to reflect Company A.

Purchaser's intent is to allow Company L to continue to operate as is for a few months and then dissolve Company L and transfer the employees to Purchaser's company on 10/31/26.  Purchaser has no desire to merge the plans (which they can't fully because Company A still exists).

What are the options?  Do they change depending on if we're talking in September vs. December?

My initial thought was that since it's an asset sale with Company L continuing that Company L's participants will all get transferred over to Purchaser's Plan in September... but what if we wait it out through December and they are no longer employed by Company L?  This is where I started seeing too many possibilities and get turned around.

Thanks.

Posted

Your options greatly depend on the terms of the stock purchase agreement and the purchaser's retirement plan (assuming it has a plan). In the majority (but not all) of the transactions I have been involved with, the purchaser agrees to grant predecessor (i.e. pre-aquisition) service under its retirement plan. So, I would check the terms of the stock purchase agreement. I would also check the terms of the purchaser's retirement plan (adoption agreement) under "Eligibility" to ensure that there has not been an election to exclude predecessor service for employees acquired in a corporate transaction. 

The company L participants will have a distributable event on account of the stock sale. This needs to be taken into account as well. Hope this helps as a starting point.   

Posted

not sure how to respond... at the top you say "Company L is being purchased in a stock sale" and then later you say "since it's an asset sale with...".  Those are two different scenarios.

Just my thoughts so DO NOT take my ramblings as advice.

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