Burges Salmon advises Marelli UK on landmark six-scheme Clara-Pensions superfund transaction

Burges Salmon advises Marelli UK on landmark six-scheme Clara-Pensions superfund transaction

•    Six defined benefit pension schemes, covering 3,324 members and approximately £250m, to transfer together into a single section of the Clara Pension Trust under one master agreement

•    Superfund solution delivers a material cost saving compared with a buy-out with an insurer, while promoting the security of members’ benefits

•    Transaction agreed against a short timetable driven by Marelli UK’s wider corporate activity. 

Burges Salmon has advised Marelli Automotive Systems UK Limited and Automotive Lighting UK Limited (“Marelli UK”), the sponsoring employers of six UK defined benefit pension schemes on their transfer to Clara-Pensions (“Clara”), the defined benefit pension superfund. Under a single master agreement, all six schemes, which together have 3,324 members and a combined value of approximately £250m, will transfer into one section of the Clara Pension Trust.

Clara has described the transaction as an industry first. It was highly complex: the six schemes range in size from approximately £1m to £125m, and each has its own membership profile, funding position and benefit / administration arrangements. Rather than running six separate transactions, the parties designed a single structure that brings all six schemes together in one section of the Clara Pension Trust. This lets the schemes benefit from Clara’s economies of scale as a group, including the three smallest schemes, which would have been unlikely to access a superfund on their own.

The transaction provides Marelli UK with certainty across all six schemes at a material cost saving. 
For members, the transfer promotes the security of their benefits. Clara will provide additional capital to support the schemes, members will continue to receive equal pension entitlements, and the schemes will begin their journey towards an insured buy-out.

The transaction was negotiated and agreed against a short timetable driven by Marelli UK’s wider corporate activity. 

Delivering the transaction reflected close cooperation between all parties – Marelli UK, the trustees and Clara – and their legal, actuarial, covenant and administration teams. This cooperative approach was key to agreeing a single solution that works for every scheme and its members.

Clive Pugh, Partner at Burges Salmon, said:

“The superfund market has not seen a six-scheme transaction before, and it called for creative thinking from everyone at the table. For our client, the pensions solution was in the context of wider corporate activity so we were delighted to be able to deliver the project on an accelerated basis.
“What makes this deal stand out for me is that it works on both sides of the pensions equation. Our client has actively met its legacy liabilities, while members, including those in the very smallest schemes, are protected.

“Transactions like this only get over the line when everyone involved is pulling in the same direction. I would like to thank in particular our client’s fantastic team and BDO who were also advising Marelli UK, as well as the trustees, Clara and all of the professional teams for their pragmatism and commitment throughout. I expect this deal to encourage other employers with several legacy schemes to look seriously at whether superfunds could work for them.”

Karen Myring, Legal & Compliance, Marelli said:
“Burges Salmon provided outstanding support throughout this transaction. Clive and the team combined deep pensions expertise with a real understanding of the needs of our wider restructuring, which allowed us to move quickly and with confidence. Their practical, commercial advice and constructive engagement with the trustees, Clara and the other advisers were instrumental in delivering an excellent result for all.”

The Burges Salmon team was led by Clive Pugh (Partner), supported by Mamunul Wahid, Crispin Freeman, Jack Gillions, Sarah Moody and Shakes Seebaluck.  Due to the need to move quickly for six schemes simultaneously, Burges Salmon was able to flex and provide a significant number of pensions lawyers from its 65-person team.  Marelli UK was also advised by BDO. The trustees were advised by Lane Clark & Peacock, Sackers and Squire Patton Boggs. Clara was advised by CMS.
The transfer is expected to complete by 16 November 2026, subject to any outstanding conditions.
 

"Burges Salmon provided outstanding support throughout this transaction. Clive and the team combined deep pensions expertise with a real understanding of the needs of our wider restructuring, which allowed us to move quickly and with confidence. Their practical, commercial advice and constructive engagement with the trustees, Clara and the other advisers were instrumental in delivering an excellent result for all" Client Feedback