Matthew Chapman

Matt’s M&A and ESOP representations have had transaction values ranging from a few million dollars to well over $1 billion, while his representations of independent fiduciaries and plan sponsors in pension risk transfers are valued in the aggregate at more than $100 billion.

He has negotiated hundreds of purchase/commitment agreements (assets-in-kind and cash) and group annuity contracts (buy-in and buy-out) with leading insurers in pension risk transfers. Matt has also negotiated reinsurance agreements, insurance company guarantees, capital maintenance agreements, retrocession agreements, cut-through trusts, separate account plan of operations, investment guidelines, plan trustee agreements, trustee direction letters, and investment appointment agreements, and similar agreements on behalf of plan sponsor and independent fiduciary clients.

Matt has also worked in house, serving as a vice president at a power management company where he led the team responsible for the people side of its global M&A business including with respect to employee benefits, executive compensation, labor, employee relations, and other HR-related matters in acquisitions, divestitures, joint ventures, and investments across North America, South America, Asia, and Europe.

Before starting his legal career, Matt served in the US Air Force for more than eight years, attaining the rank of captain. Among other awards, Matt was decorated with seven Air Medals and one Combat Action Medal for his actions in Operation Enduring Freedom in Afghanistan. 

Mergers and Acquisitions

• Represented a leading provider of custody, brokerage, trade processing, and financial services technology in connection with its strategic partnership with a private equity firm and an investment company
• Represented a supply chain and logistics consulting firm in its sale to another consulting firm
• Represented a robotics company in its sale to an engineering manufacturer
• Represented the trustee of a photography company’s Employee Stock Ownership Trust in the sale of stock of the company to an e-commerce photography company for $825 million
• Represented an architecture firm in its reorganization, financing, and the setup and sale of stock to an ESOP
• Represented an industrial products company in the $172 million purchase of the instrumentation and sampling business of a provider of flow control solutions and other highly engineered products for the industrial, energy, aerospace, and defense markets
• Represented the trustee of the Employee Stock Ownership Trust of an architecture services company in the sale of the stock of the company to an indirect subsidiary of an investment firm
• Represented a wholesale supplier of hardwood plywood and panel products in its sale to a building materials supplier

Pension Risk Transfers

• Represented a major steel company in relation to the company’s employee pension benefits plan’s purchase of a buy-out group annuity contract from two life insurance companies for the transfer of approximately $284 million in pension liabilities
• Represented an American industrial company in relation to its pension plans’ purchase of a buy-out group annuity contract from a life insurance company for the transfer of approximately $1 billion in pension liabilities
• Represented a metals and mining corporation in relation to its US pension plan's purchase of a buy-out group annuity contract from an annuity and retirement services provider for the transfer of approximately $500 million in pension liabilities
• Represented a global asset management company as independent fiduciary for a computer company pension plan’s transfer of approximately $16 billion in US defined benefit plan liabilities to two insurance companies through the purchase of group annuity contracts
• Represented a global asset management company as independent fiduciary for a pharmaceutical company’s planned full termination of its $3.8 billion US pension plan and transfer of the associated liabilities to an insurance company through the purchase of a buy-out group annuity contract
• Represented an investment advisor as independent fiduciary for a coal company retirement plan’s purchase of a buy-in group annuity contract from an insurance company for approximately $500 million