It is helpful to note that Pension SuperFund (PSF) see SEVEN drivers of deals, as follows: 1. M&A situation – removing DB pension consideration from the transaction. 2. Business restructuring/refinancing – the DB pension is preventing corporate actions. 3. Overseas parent – an opportune time to take DB pensions off the UK P&L. 4. Active sponsor – worried about increasing pension risks and the new financial and criminal sanctions from TPR. 5. Concerned trustees – worried about weak or volatile sponsor covenant which is underpinning the security of members' benefits. 6. Pre-insolvency – trying to save the sponsors' business in addition to protecting members' full benefits. 7. PPF+ situation – PSF are likely to provide far better member outcomes than a buyout. Here are seven case studies, one of each of the drivers. Each case study is typical of many other cases that share the same drivers. Where applicable, we have also added a section at the end to bullet point the more interesting variations and flexibility that PSF has developed. For confidentiality reasons, we have altered some details and figures. 1 M&A - drivers 1, 2, 5 2 Normal case - drivers 4, 5 3 Overseas parent/business restructuring - drivers 2, 3, 4, 5 4 “Brexit casualty” - drivers 2, 3, 5 5 "Pandemic Shock" but closer to PSF entry price than they realised - drivers 3, 4, 5 6 Removing pension risk and volatility (PE-owned) - drivers 4, 5, 6 (+ private equity) 7 PPF+ - drivers 5, 7 jay.kenny@thepensionsuperfund.com

1. PSF Case Study: transactions typically have one or more of the following drivers:
1. M&A situation – removing DB pension consideration from the transaction.
2. Business restructuring/refinancing – the DB pension is preventing corporate actions.
3. Overseas parent – an opportune time to take DB pensions off the UK P&L.
4. Active sponsor – worried about increasing pension risks, financial and criminal sanctions from TPR.
5. Concerned trustees – worried about weak or volatile sponsor covenant and protecting member benefits.
6. Pre-insolvency – trying to save the sponsors’ business.
7. PPF+ situation – PSF likely to provide far better member outcomes than a buyout.
Pension Scheme Name Scheme 1 ** Non-competitive situation **
Deal drivers: M&A, Corporate Restructuring
What is the current situation (April 2021) Client is working on the first entity in its stable and will de-pension its
portfolio where possible – both incoming and outgoing businesses.
Assets c.£300m
Funding level on PSF CAB
basis1
90%
Industry Manufacturing
Covenant strength of immediate sponsor Low
Period before a buyout is likely2 Trustee maintaining
solvency level at
74%
Overseas parent No
What is driving the
sponsor/trustee to seek
settlement via PSF?
A large business wishes to sell one of the companies in its portfolio. That company
is a sponsor to a DB scheme. The parent held discussions with various bidders
through Q3/Q4 2020. In Q4 2020, the discussions with the preferred bidder fell
apart, due to the pension liability. Neither side wanted to retain any DB pension
risk. Both would only agree to the deal IF, and only IF:
1. A suitable connected transfer to PSF could be arranged, and
2. The business sale and purchase could be concluded before year-end.
Note: PSF were approached by the seller and three separate bidders keen to
understand the most efficient way to remove DB pension surprises from this
transaction.
Client’s view of the
benefits of a PSF
transaction.
Sponsor/parent:
• Cost – Lowest exit cost. Upfront settlement top-up is offset by the increased
likelihood of a successful sale AND the ability to sell the business at a higher
price, unencumbered of the DB liability.
• Timing – Attracted to PSF’s ability to construct a pension transfer that would
be executed ahead of, or alongside, the business sale.
• Risk – Certainty of FULL risk transfer via a connected employer transaction
followed by a flexible apportionment arrangement.
• Rating – Minor impact on the share price of the parent.
Trustees:
• Security – Stronger and pre-funded covenant with PSF.
• Member outcomes – PSF member bonus element would result in members
receiving 10%-20% higher benefits with PSF.
Next steps? • Parent now wishes to “de-pension” its portfolio businesses.
• Accurate pricing using member data.
• Corporate go/no-go decision on each PSF offer.
• Submit clearance application(s) as soon as PSF passes Phase One approval.
What variations has PSF
been able to construct for
other clients with similar
drivers?
• Member Outcomes – Both with and without member bonus entitlement.
• Funding – Accepting non-cash payments, potentially accepting shares,
physical assets and/or intangibles.
• Deal enhancing – Flexibility to transact with either the buyer or the seller.
• Deal enabling – Certainty of capping pension liability to enable a sale and
purchase agreement to be signed in the knowledge that the PSF transfer
could happen as a post-transaction exercise.
1 PSF capital adequacy basis (CAB) is set with reference to Gilts + 0.5%.
2 The trustees have no financial recourse to the parent and therefore have no expectation of buyout. Scheme is in funding
surplus and company contributions from the sponsor are suspended.

2. PSF Case Study: transactions typically have one or more of the following drivers:
1. M&A situation – removing DB pension consideration from the transaction.
2. Business restructuring/refinancing – the DB pension is preventing corporate actions.
3. Overseas parent – an opportune time to take DB pensions off the UK P&L.
4. Active sponsor – worried about increasing pension risks, financial and criminal sanctions from TPR.
5. Concerned trustees – worried about weak or volatile sponsor covenant and protecting member benefits.
6. Pre-insolvency – trying to save the sponsors’ business.
7. PPF+ situation – PSF likely to provide far better member outcomes than a buyout.
Pension Scheme Name Scheme 2 ** Now a non-competitive situation **
Deal drivers: Trustees and Sponsor working together
What is the current situation (April 2021) Working towards clearance application
Assets (including buy-in) £500m-
£750m
Funding level on PSF CAB
basis1
109%
Industry Business Services
Covenant strength of immediate sponsor Low
Period before a buyout is likely2 Buyout level is circa
87%
Overseas parent No
What is driving the
sponsor/trustee to seek
settlement via PSF?
Chair of Trustees and Business are working together on settlement. Data cleanse
and benefit specification work was well under way and GMP reserve has been
outlined. Scheme is invested in LDI and liquid bonds and is 100% hedged on
interest rate and inflation changes.
Membership is 63% deferred and there are three benefit sections.
Client’s view of the
benefits of a PSF
transaction.
Sponsor/parent:
• Cost – Lowest exit cost.
• Timing – Wish to remove the DB liability before 2021 year-end.
• Risk – Certainty of FULL risk transfer via a connected employer transaction
followed by a flexible apportionment arrangement.
Trustees:
• Security – Stronger and pre-funded covenant.
• Member outcomes – PSF member bonus element would result in members
receiving 10%-20% higher benefits than scheme benefits with PSF.
Next steps? • Member data is incoming to support full pricing.
• Trustee formal decision in late June.
• Submit clearance application as soon as PSF passes Phase One approval.
What variations has PSF
been able to construct for
other clients with similar
drivers?
• Member Outcomes – Both with and without member bonus entitlement.
• Funding – Accepting non-cash payments, potentially accepting shares,
physical assets and/or intangibles.
• Payment spreading – Up to 3 years (4 accounting periods).
1 PSF capital adequacy basis (CAB) is set with reference to Gilts + 0.5%.
2
Scheme is in funding surplus and company contributions from the sponsor are suspended.

3. PSF Case Study: transactions typically have one or more of the following drivers:
1. M&A situation – removing DB pension consideration from the transaction.
2. Business restructuring/refinancing – the DB pension is preventing corporate actions.
3. Overseas parent – an opportune time to take DB pensions off the UK P&L.
4. Active sponsor – worried about increasing pension risks, financial and criminal sanctions from TPR.
5. Concerned trustees – worried about weak or volatile sponsor covenant and protecting member benefits.
6. Pre-insolvency – trying to save the sponsors’ business.
7. PPF+ situation – PSF likely to provide far better member outcomes than a buyout.
Pension Scheme Name (avoid codenames) Scheme 3 ** Non-competitive situation **
Deal drivers: Active Sponsor, Overseas Parent, Restructuring, Concerned Trustees
What is the current situation (April 2021) Client is waiting for second wave of PSF deals
Assets £2bn+
Funding level on PSF CAB
basis1
103.5%
Industry Manufacturing
Covenant strength Low
Period before a buyout is likely2 10+ years
Overseas parent Yes
What is driving the
sponsor/trustee to seek
settlement via PSF?
A lot of tension between the two parties:
• Sponsor is facing strategic change. Increasing trustee powers are challenging
the ability of the business to adapt. Seemingly never-ending deficit payments.
• Trustees pushing for more security for members in the face of volatile
covenant, already rated as low.
Pension Manager was researching solutions and consultant proactivity has directed
the focus to this solution.
While buyout is estimated to be at least a decade away, the current level of
contributions would fund a settlement with PSF in 12-13 months.
Client’s view of the
benefits of a PSF
transaction.
Sponsor/parent:
• Cost – Lowest exit cost. 1/10th of the extra funding needed to reach a buyout.
• Timing – Quickest exit path. Immediate end to disputes.
• Risk – Certainty of FULL risk transfer via a connected employer transaction
followed by a flexible apportionment arrangement.
• Rating – Expecting favourable reaction from investors and rating agencies to
unencumbered balance sheet. However, parent does not want to be one of
the early superfund transactions.
• Business – Remove potential interference in dividend policy and restructuring
options.
• Accounting impact – Needs additional and careful management. Likely need
to spread the settlement of liabilities.
Trustees:
• Security – Much higher probability of full pension payment than the current
situation (c. 20% improvement). Marginally less security than a buyout.
• Member outcomes – PSF member bonus element would result in members
receiving 10%-20% higher benefits with PSF.
• Governance/Efficiency – Acceptance that a consolidator will be stronger in
both areas.
• Onboarding – Minimised disruption to members through novation.
Next steps? • Trading environment may trigger Q3 action.
• Otherwise, pre-valuation planning in Q4 to include superfund option.
What variations has PSF
been able to construct for
other clients with similar
drivers?
• Member Outcomes – Both with and without member bonus entitlement.
• Funding – spreading payments, accepting non-cash payments, potentially
accepting physical assets and intangibles.
• Risk transfer certainty – Acquiring the sponsor.
• Accounting impact mitigation – Partial transfer of liabilities spread over 3-4
accounting periods.
• Pragmatics – Flexibility to transact now and then conduct post transaction
exercises (data cleanse, GMP rectification, RPI to CPI changes).
1 PSF capital adequacy basis (CAB) is set with reference to Gilts + 0.5%.
2 The Scheme Actuary’s estimate based on BAU schedule of contributions and/or supported by buyout estimate/quote.

4. PSF Case Study: transactions typically have one or more of the following drivers:
1. M&A situation – removing DB pension consideration from the transaction.
2. Business restructuring/refinancing – the DB pension is preventing corporate actions.
3. Overseas parent – an opportune time to take DB pensions off the UK P&L.
4. Active sponsor – worried about increasing pension risks, financial and criminal sanctions from TPR.
5. Concerned trustees – worried about weak or volatile sponsor covenant and protecting member benefits.
6. Pre-insolvency – trying to save the sponsors’ business.
7. PPF+ situation – PSF likely to provide far better member outcomes than a buyout.
Pension Scheme Name (avoid codenames) Scheme 4 ** competitive situation **
Deal drivers: Overseas parent planning to exit from the UK
What is the current situation (April 2021) Client considering the viability of all options
Assets c.£400m
Funding level on PSF CAB
basis1
100%
Industry Manufacturing
Covenant strength Low
Period before a buyout is likely2 10+ years
Overseas parent Yes
What is driving the
sponsor/trustee to seek
settlement via PSF?
• Sponsor is facing strategic change and has decided to pull out of the UK
because of Brexit.
• Scheme is underfunded.
• 60% deferred.
• Complicated benefits.
• GMP equalisation reserve estimated.
• Keen to shortlist viable/affordable options asap.
Client’s view of the
benefits of a PSF
transaction.
Sponsor/parent:
• Cost – Lowest exit cost for a clean break which would increase the chances of
a business sale.
• Timing – Quickest exit path.
• Risk – Certainty of FULL risk transfer via a connected employer transaction
followed by a flexible apportionment arrangement.
• Reputation – Doing the right thing to secure members’ benefits before they
exit the UK.
• Rating – Expecting favourable reaction from investors and rating agencies to
unencumbered balance sheet.
Trustees:
• Security – Much higher probability of full pension payment than the current
situation (c. 25% improvement). Marginally less security than a buyout.
• Member outcomes – PSF member bonus element would result in members
receiving 10%-20% higher benefits than full scheme benefits with PSF.
• Governance/Efficiency – Acceptance that a consolidator will be stronger in
both areas.
• Onboarding – Minimised disruption to members through novation.
Next steps? • Buyout is off the table as too costly. Run-off still being considered but has
many risks.
• If the sponsor is to enable the trustees to fully settle the scheme, then PSF is
in lead position. This is mainly due to:
a. providing the most viable price.
b. the flexibility of PSF’s model in terms of both constitution of the
settlement gap and payment spreading.
• Pressing business issues are taking priority and holding up progress.
What variations has PSF
been able to construct for
other clients with similar
drivers?
• Member Outcomes – Both with and without member bonus entitlement.
• Funding – Spreading payments, accepting non-cash payments, potentially
accepting shares, physical assets and intangibles.
• Streamlining the process/Stretching the available assets – Where multiple
liability cohorts are involved, and the client is in financial distress, PSF has
offered to lead and pass through any favourable pricing from other bidders.
This ensures “best-value” overall and saves on multiple transaction costs,
which benefits the trustees and their members.
• Pragmatics – Can contract now and then conduct post-transaction exercises
afterwards (final data cleanse, GMP rectification, RPI to CPI changes).
1 PSF capital adequacy basis (CAB) is set with reference to Gilts + 0.5%.
2 The Scheme Actuary’s estimate that the solvency level is around 80%.

5. PSF Case Study: transactions typically have one or more of the following drivers:
1. M&A situation – removing DB pension consideration from the transaction.
2. Business restructuring/refinancing – the DB pension is preventing corporate actions.
3. Overseas parent – an opportune time to take DB pensions off the UK P&L.
4. Active sponsor – worried about increasing pension risks, financial and criminal sanctions from TPR.
5. Concerned trustees – worried about weak or volatile sponsor covenant and protecting member benefits.
6. Pre-insolvency – trying to save the sponsors’ business.
7. PPF+ situation – PSF likely to provide far better member outcomes than a buyout.
Pension Scheme Name (avoid codenames) Scheme 5 ** building the business case **
Deal drivers: Overseas parent – pandemic has changed HQ’s risk tolerances, luckily
starting assets are a lot closer to PSF settlement price than the client
suspected.
What is the current situation (April 2021) Indicative pricing is favourable, moving to member data level pricing.
Assets £50m-
£100m
Funding level on PSF CAB
basis1
101%
Industry Agriculture
Covenant strength Low-Medium
Period before a buyout is likely2 6+ years
Overseas parent Yes
What is driving the
sponsor/trustee to seek
settlement via PSF?
• Pandemic has triggered a change in the HQ’s tolerance to risk and financial
surprises.
• Pension Act 2021 sanctions have added to the general nervousness about the
ongoing risks of the UK DB scheme.
• 63% pensioners.
• GMP equalisation reserve has been estimated.
• This new option has opened new possibilities - Consultant proactivity
anticipated that the 2020 valuation results would show that the scheme is a lot
closer to a PSF settlement price than anyone realised.
Client’s view of the
benefits of a PSF
transaction.
Sponsor/parent:
• Cost – Lowest exit cost for a clean break.
• Timing – Current contribution commitments would reach PSF settlement long
before a buyout. The excess is viewed as wasted resources and unnecessary
by HQ.
• Risk – Certainty of FULL risk transfer via a connected employer transaction
followed by a flexible apportionment arrangement.
• Business – Focus on their business, not the trustees’ business of pensions.
Trustees:
• Security – Much higher probability of full pension payment than the current
situation (c. 15%-20% improvement). Marginally less security than a buyout.
• Member outcomes – the PSF member bonus element would result in
members receiving 10%-20% higher benefits than full scheme benefits with
PSF.
• Retain value – The intent had been to reshape the schemes’ asset portfolio
prior to insured settlement, but that is not necessary with PSF.
• Governance/Efficiency – Acceptance that a consolidator will be stronger in
both areas.
• Onboarding – Minimised disruption to members through novation.
Next steps? • About to price based on full member data to firm up on the timescale and the
necessary steps to reach the transfer price point with PSF.
What variations has PSF
been able to construct for
other clients with similar
drivers?
• Member Outcomes – Both with and without member bonus entitlement.
• Member Options – To help with financing, PSF can structure a deal to
accommodate certain member option exercises to reduce the liabilities as well
as increasing the funding level prior to a PSF transaction (at a lower price).
• Funding – Spreading payments, accepting non-cash payments, potentially
accepting shares, physical assets, and intangibles.
• Pragmatics – Flexibility to transact now and then conduct post transaction
exercises (data cleanse, GMP rectification, RPI to CPI changes).
1 PSF capital adequacy basis (CAB) is set with reference to Gilts + 0.5%.
2 The Scheme Actuary’s estimate that the solvency level is around 85%.

6. PSF Case Study: transactions typically have one or more of the following drivers:
1. M&A situation – removing DB pension consideration from the transaction.
2. Business restructuring/refinancing – the DB pension is preventing corporate actions.
3. Overseas parent – an opportune time to take DB pensions off the UK P&L.
4. Active sponsor – worried about increasing pension risks, financial and criminal sanctions from TPR.
5. Concerned trustees – worried about weak or volatile sponsor covenant and protecting member benefits.
6. Pre-insolvency – trying to save the sponsors’ business.
7. PPF+ situation – PSF likely to provide far better member outcomes than a buyout.
Pension Scheme Name Scheme 6 ** competitive situation **
Deal drivers: Active sponsor (private equity), Pre-insolvency
What is the current situation (April 2021) Working towards clearance application
Assets (including £200m buy-
in)
c.£200m
Funding level on PSF CAB
basis1
107%
Industry Business Services
Covenant strength of immediate sponsor Very low
Period before a buyout is likely2 No further sponsor
contributions are
available
Overseas parent No – but Private
Equity Owned
What is driving the
sponsor/trustee to seek
settlement via PSF?
Business is struggling. Any further contributions from the sponsor are highly
unlikely. Private equity owner is keen to settle the scheme with a superfund if the
schemes assets on their own are sufficient to do so.
Membership is 57% deferred.
Client’s view of the
benefits of a PSF
transaction.
Sponsor/parent:
• Cost – No further settlement top-up is needed.
• Timing – Wish to off-book the DB scheme asap to focus on turning around the
business.
• Risk – Certainty of FULL risk transfer via a connected employer transaction
followed by a flexible apportionment arrangement.
Trustees:
• Security – Stronger and pre-funded covenant with PSF.
• Member outcomes – PSF member bonus element would result in members
receiving 10%-20% higher benefits than full scheme benefits with PSF.
Next steps? • Member data is incoming to support full and firm pricing.
• Submit clearance application as soon as PSF passes Phase One approval.
What variations has PSF
been able to construct for
other clients with similar
drivers?
• Member Outcomes – Both with and without member bonus entitlement.
• Funding – Accepting non-cash payments, physical assets and/or intangibles.
Unlikely to accept shares without a substantial risk premium.
• Payment spreading – Up to 3 years (4 accounting periods).
1 PSF capital adequacy basis (CAB) is set with reference to Gilts + 0.5%.
2 Scheme is circa 80% funded on solvency basis.

7. PSF Case Study: transactions typically have one or more of the following drivers:
1. M&A situation – removing DB pension consideration from the transaction.
2. Business restructuring/refinancing – the DB pension is preventing corporate actions.
3. Overseas parent – an opportune time to take DB pensions off the UK P&L.
4. Active sponsor – worried about increasing pension risks, financial and criminal sanctions from TPR.
5. Concerned trustees – worried about weak or volatile sponsor covenant and protecting member benefits.
6. Pre-insolvency – trying to save the sponsors’ business.
7. PPF+ situation – PSF likely to provide far better member outcomes than a buyout.
Pension Scheme Name Scheme 7 ** Non-competitive situation **
Deal drivers: PPF+ situation
What is the current situation (April 2021) Working through Phase Two assessment with TPR as a test case
Assets £500m-
£750m
Funding level on PSF CAB
basis1
110%
Industry Retail
Covenant strength Sponsor is insolvent
Period before a buyout is likely No buyout unless TPR
delay PSF approval
Overseas parent No
What is driving the
sponsor/trustee to seek
settlement via PSF?
Insolvency of the sponsor triggered the DB schemes’ entry into PPF assessment.
PPF assigned PPF panellists to provide guidance on trustee, actuarial and legal
matters the scheme administration was transferred to a PPF assessment panellist.
It was clear early on that the scheme assets were sufficient to provided benefits
above PPF levels and that the scheme would ultimately exit PPF assessment and
not be accepted into the PPF.
Buyout quotations demonstrated that 100% of scheme benefits could NOT be
secured via an insured buyout (10%-15% lower). The trustees approached PSF.
PSF can provide full scheme benefits AND transferring members may additionally
be entitled to the PSF member bonus.
Client’s view of the
benefits of a PSF
transaction.
Trustees:
• Member outcomes – Including the member bonus, PSF likely much higher
benefits than insurer (>20-30%) for a marginally lower level of certainty (<1%).
• Member disruption – Minimised disruption to members through novation of
contracts and phased transition to PSF.
• Protection of Scheme assets – Forced sale of illiquid and other assets that are
unattractive to insurers is no longer required, PSF will underwrite certain
superfund related costs for a very likely PPF+ case.
• Currently working through which risks are to be transferred and which risks will
require run-off insurance.
Next steps? • PPF is happy with the proposed transfer.
• Trustees and TPR are now in agreement on the progress steps.
• Currently using this transaction as one of the test cases with TPR for Phase
Two assessment of superfund transactions.
What variations has PSF
been able to construct for
other clients with similar
drivers?
• Member Outcomes – Both with and without member bonus entitlement.
• Risk transfer certainty – Some flexibility regarding all-risk vs full-risks.
• Pragmatics – Agree terms early on but still capture the data cleanse benefits
of the PPF assessment process.
• Member consent – If member benefits are abated below full scheme benefits,
then a member consent exercise would be needed to affect a transfer to a
superfund. We have constructed a cost underwritten phased “stop and
review” approach to such exercises. Two other schemes have also looked at
this possibility.
• Maximising member outcomes - Where a section 122 notice has not yet been
served and where liability reshaping is needed to reach 100% of scheme
benefits then a scheme rescue via a third-party process could be constructed.
That would also allow trustees to pay any pension payment reductions made
during the assessment period. Trustees retain the superfund transfer option
without obligation.
1
PSF capital adequacy basis (CAB) is set with reference to Gilts + 0.5%.