Successor liability

Pension Benefit Guaranty Corporation 85-8 April 2, 1985 REFERENCE: [*1] 4043(b) Reportable Event. Definition of Reportable Event 4043(b)(8) Reportable Events. Mergers, Consolidations & other Transfers of Plan Assets 29 CFR 2615 Reporting & Notification Requirements for Reportable Events 4062(b) Liability of Employer in Single Employer Plans. Amount of Employer Liability 4062(e). Liability of Employer in Single Employer Plans. Closing of Facility Affecting More Than 20% of Plan Participants 4064 Liability of Employers in Multiple Employer and Multiemployer Plans OPINION: This is in response to your inquiry concerning the effect of certain provisions of the Employee Retirement Income Security Act ("ERISA") as applied to the transactions described below. As you have represented the facts, upon receipt of Internal Revenue Service approval, * * * Corporation * * * will spin-off its manufacturing subsidiaries, so that they will no longer be a part of the * * * controlled group. This will be done by creating a new corporation ("New Corporation"), which will act as a holding company for the stock of the spun-off * * * subsidiaries. * * * is a publicly owned corporation whose stock is widely held. * * * stockholders will receive shares in New Corporation equal to [*2] the number of * * * shares they own. * * * sponsors a defined benefit pension plan ("* * * Plan") for most of the salaried employees and a number of hourly employees in the controlled group comprised of * * *, its manufacturing subs idiaries, and certain other subsidiaries. * * * Plan will have approximately 2,150 participants immediately prior to the spin-o ff, and approximately 1,984 immediately after the spin-off. The employees of the spun-off subsidiaries who participated in the * * * Plan will enter the New Corporation Plan, a plan newly established by New Corporation, which will assume the accrued liability to such employees under the * * * Plan. T

Pension Benefit Guaranty Corporation 86-14 June 26, 1986 RE FERENCE: [*1] 400 7 Payment of Premiums OP INION: Th is is in response to your re quest for our opinion as to whether y our client, the * * * C ompany * * *, is entitled toa pre mium refund from the Pension Benefit Guaranty Corporation (the "PBGC"). The fa cts, as set forth in your request, are as follows. A terminated the * * * Plan for * * * E mployees (the "OldPlan") on December 28, 1984. On March 28, 1985, the PBGC issued a No tice of Sufficiency. The assets of th e Old Planhave not yet completely been distributed. Because Section 4007(a) of ERISA, 2 9 U.S.C. § 13 07(a), provides, inpertinent part , that "[p]remiums shall continue to accrue until a plan's assets are distributed pursuant to a terminationpro cedure," * * * paid premiums to t he PBGC for the Old Plan's 1985 plan year, beginning January 1, 1985. Thepremium pay ment, which, pursuant to PBGC regul ations at 29 C.F.R. § 2610.5(a)(3), must be based on the Old Plan'sparticipant count on the las t day of the preceding plan year -- December 31, 1984 -- equalled $2.60 for each of 6,650partic ipants, and thus totalled $17,290.00. Effective Janua ry 1, 1985, A adopted the * * * Company 1985 Retirement Plan (the "New Plan"), covering 7,364participants, [*2] including all 6,650 participants of the Old Plan. A paid premiums to the PBGC for the N ew Plan's1985 plan ye ar, from January 1, 1985, through December 31, 1985. That premium payment, which, pursuant to 29C.F. R. § 2610 .5(c), must be based on the New Plan's participant count on th e date it became covered by Section 4021of ERISA, 29 U.S .C. § 1321 -- presumably its January 1, 1985, effective date -- equalled $2.60 for each of 7,364partic ipants, including those 6,650 participants also covered by the Old Plan, and thus totalled $19,146.40. You request a refund of $17,290.00, representing wh