Noerr advises OWH SE i.L. on planning and implementing a pension buyout

A team from Noerr led by Benjamin Jahn and Stephan Schulz has advised OWH SE i.L. (previously VTB Bank (Europe) SE), which is in liquidation, on a pension buyout.

The advice involved analysing and structuring various options for releasing OWH from any liability arising from direct and indirect commitments under occupational pension schemes in the course of the ongoing liquidation proceedings. The pension buyout was implemented by outsourcing the pension commitments to a special German pension buyout company, securing this under a contractual trust arrangement (CTA) and subsequently selling the buyout company and trust arrangement. The buyer is Vedra Pensions GmbH. The Noerr team also advised on designing the governance structures for the buyout company and implementing all the necessary board approvals.

OWH SE i.L. is the renamed VTB Bank (Europe) SE, which is winding up all existing business and customer relationships as part of its liquidation. OWH is completely shielded from its majority shareholder, Russian-based PJSC VTB Bank, and is therefore not subject to the EU’s sanctions against Russia. Frank Hellwig (special representative of BaFin, the German Federal Financial Supervisory Authority) and Miro Zadro are acting as liquidators. Noerr has been advising OWH on sanctions law, the settlement and sale of loan exposures, and national and international legal disputes since April 2022.

The transaction will significantly shorten the timeline for winding up OWH SE i.L. since it will release the company from long-term pension commitments.

Advisors to OWH:

Navid Kater (external general counsel), Johannes Starke (external legal counsel)

Christian Brankatschk (external tax advisor)

Noerr team

Lead: Benjamin Jahn (partner, Employment & Pensions, Munich), Stephan Schulz (partner, Corporate/Capital Markets, Hamburg), Christian Pleister (partner, Corporate, Berlin)

Corporate/Capital Markets: Jan Lohse (senior associate, Hamburg), Leonie Köster (associate, Hamburg), Juri Stremel (senior associate, Hamburg), Julius Heimann (associate, Dusseldorf)

Employment & Pensions: Michael Wilhelm Weber (counsel, Munich), Philipp Zinndorf (associate, Frankfurt)

Tax: Andre Happel (partner, Frankfurt), Eric Epler (senior associate, Frankfurt)

Project lead for OWH: Martin Schlieker (external project coordinator)

Process consultants and marketing: BDO

Advisors to buyers: Freshfields