Robin Pagnamenta and Sarah Butler
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The trustees of the Boots pension fund delivered a stinging blow yesterday to the potential new owners of Alliance Boots, Stefano Pessina and Kohlberg Kravis Roberts, arguing for a £1 billion injection to protect the scheme.
The unexpected demand has plunged the £11 billion private equity-backed takeover bid into disarray just one week after it won a recommendation from the board.
In a letter to members, John Watson, chairman of the Boots Pension Scheme, gave warning of the “serious implications” of the high levels of debt envisaged by KKR. He said: “We have had a number of detailed discussions with AB Acquisitions Limited [KKR/Pessina’s vehicle] in order to clarify both the proposed financing structure of its offer and its plans for the future funding and security of the scheme.
“I regret to inform you that no agreement has, as yet, been reached, although discussions are continuing.”
The US private equity group and Mr Pessina, the Italian billionaire who is the Alliance Boots executive deputy chairman and its biggest shareholder, are close to completing a scheme document that could be sent to shareholders as early as next week.
The trustees felt it was important to clarify their position beforehand. The Boots scheme, which has about 67,000 members, has a deficit of about £305 million largely because of increased average life expectancy.Mr Watson said that in the long term, the scheme would need more than three times that amount to ensure its financial stability in the event of Alliance Boots going bust or being closed down.
Because of the highly leveraged nature of the KKR/ Pessina bid, the trustees are seeking an immediate cash injection of at least £305 million plus longer-term guarantees to ensure the scheme remains properly funded in the event of a crisis. Although KKR can still submit a formal offer to shareholders without agreement from the trustees, the Pensions Regulator could be called in.
Adding to the problems facing KKR, the Pensions Regulator added its voice to the yesterday debate by reminding trustees of their responsibilities when faced with highly leveraged mergers and acquisition deals. The watchdog said scheme trustees should consider seeking larger upfront payments to help to safeguard assets. Italso said that companies should consider applying for regulatory clearance when a takeover or sale significantly weakens an employer’s covenant with its pension scheme, regardless of whether it had a substantial deficit. Mr Watson said the trustees had met the Pensions Regulator.
In a statement, KKR and Mr Pessina insisted that “substantial progress” had already been made towards resolving the disagreement. “We recognise the importance of ensuring that all of the Alliance Boots pensions schemes are prudently funded and will continue to work with the trustees of each of the schemes to reach agreement,” their statement said.
AB Acquisitions said in a note to the Stock Exchange that it remains committed to the deal. On Wednesday, Richard Baker, the Alliance Boots chief executive, said he believed the pension “remains well-funded” and he was “satisfied” the new owners would be able to reach an agreement.
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The reason the size of the cash injection was unexpected is that the pensions regulator has just (May 3) changed their criteria for providing clearance to this type of deal.
Pension security at what price......
Actuary, NJ, USA
Shola, you really don't have any idea what you're talking about do you? Buying a house/car whatever for me to sell on doesn't have any impact on the future pensions provisions of 67,000 people does it? Private equity leveraged buyouts don't work because it only builds massive wealth for about 20 individuals at the top of the tree. Taking a company private, slashing pension provisions, sacking half the staff and manipulating profits figures to then offload the resulting basketcase of a company onto some other sucker is foolish as then you and I as taxpayers have to pick up the tab in higher NI and tax contributions. Can you seriously not understand this?
phil, London, uk
How can the Trustees understandable and foreseeable demand for an immediate cash injection into the pension scheme be unexpected when the Trustees have been having a number of detailed discussions with AB Acquisitions Limited? If AB Acquisitions/KKR/Pessina have carried out normal due diligence, how can the Trustees requirement be a stinging blow plunging the bid into disarray at the eleventh hour? Surely, the pension scheme deficit would have been a fairly huge and unmissable liability from the start and I imagine that the bid teams advisers knew exactly what AB Acquisitions legal, financial and moral obligations would be. Can highly leveraged takeover bids, with their short-term focus on shareholder returns, continue to get away with cynically and blatantly ignoring long-term obligations to other stakeholders like employees? I think we, and the employees, should be told.
Diane Fairbairn, Cambridge, United Kingdom
Asset strippers? dude have your ever bought a property to do it up and sell it on? or negotiated on the price of a second hand car? or borrowed money to buy a car/house/go on holiday/pay for education? Guess what. Your an asset stripper. Private equity firms are not the great satan, coming to take our jobs, and our wives. They are an essential part of the economic chain. Without them a lot of businesses would just go under full stop. there is a serious lack of economic understanding on the prinicples of business and wealth creation. If im a shareholder in boots and the shares are at £5 and someone offers me £10, ive doubled my money. If he offers me £10, i can take that £10 and buy two shares in another company that i like. Private equity works because they have more tools and finance at their disposal. A bank isnt going to lend a billion to a failing firm, and nor should they. A bank however will lend to a company that can turn around that failing firm.
shola, london,
shola of London, the very first thing KKR should have done is topped up the pension fund. However, they are not interested in the long term health of the employees. In my book, that is a shady attitude. I make no apology for being nationalist or protectionist. Britan should look after its own people first and foremost. If peoples retirement income suffers they will die younger and cost the state more.
Get real, we need to look to the countries future not chase bucks in the short term.
Charlie, Rasmey,
Like most people in this country I have a mortgage which will if I'm lucky be paid of by the time I retire. Therefore the answer to the question about where my money comes from to open an account is always going to be "borrowed it".
But it is actually none of their business so only give them the information if you have to and walk away on principle if you dont like their questioning. I recently took 20 minutes filling in for 2 ISA's on line only to be asked my salary and household income to finish the application. No way! I chose to take my £6,000 to the post office over the counter, they didnt ask anything. If you let them get away with it they will get more and more intrusive under the guise of data protection and anti terrorist laws, vote with your feet thats the only way the message gets through.
Chris, Chelford
Chris Sullivan, Macclesfield, UK
The long term implications of these shady companies is an inherently flawed statement. Thats a gross generalisation. most private equity firms are run more efficiently than the average company in england. hence they get better, bigger and have economies of scale. Britain does not have a god given right to ownership of businesses. People create businesses, not the country or government. Private equity companies use leverage (finance) provided by banks, hedge funds, wealthy investors, and through money raised from the stock market to buy assets that are undervalued, inefficient or have manufacturing/management/debt problems. becuase they are so big they can use cheap finance to buy these companies. And what is propping up the countries long term wealth is the individual behaviour of consumers and their wealth accumulation strategies. thats why japan, thailand and other countries have outperfomed england. Please do more research before jumping to nationalistic, protectionist conclusions
shola, london,
Private equity buyouts are really asset strippers and John Watson of Boots pension fund is quite right to put forward this claim otherwise we will have another failing pension fund in the future.
We are going back to the bad old days of the 80's of Barclay and the other asset strippers . Which is the next company to be attacked. I am sure the people trying to take over companies like Boots have secure personal financial futures.
R. E. Maclean, Glasgow, U. K.
So who are KKR?
Recently I opened a new bank account and I was asked for the original source of my money. Had I earned it, won it, inherited it, nicked it or borrowed it?
Has anyone thought of the long term implications of these shady private equity companies buying up large slices of UK companies? Where is the ownership of large parts of Britain going? The 'private equity buyout' is for short term profit. I.e. greed. The trouble is it is the long term performance of these companies that is propping up the countries wealth.
Charlie, Ramsey,