Dawn Heath

About Dawn Heath

Dawn is a partner in our pensions practice, advising employers, trustees and financial institutions on all aspects of pensions law. She has a particular focus on UK-defined benefit pension schemes and their associated challenges, including:

• the negotiation of complex funding and security arrangements;
• liability management exercises, including buy-in and buy-out transactions;
• scheme consolidation, including scheme mergers and transfers to master trusts;
• the pensions aspects of corporate and financing transactions, including global transactions;
• pensions issues in distress scenarios, including complex restructurings; and
• pensions disputes, including regulatory action by the Pensions Regulator.

Dawn is involved in industry forums seeking to shape the future of pensions law, including being the current chair of the Legislative and Parliamentary Committee of the Association of Pension Lawyers (having served on the committee since 2013) which responds to government and regulator consultations on behalf of the association.  She has also served on the Association of Pension Lawyers Investment Committee.

Dawn writes and blogs regularly on pensions issues, including on managing pensions risk and proposals for legislative change in Practical Law and on the Freshfields Risk & Compliance Blog.

Recent work

• Advising various clients on a range of issues relating to their UK defined benefit pension arrangements, including complex funding/covenant support structures, liability management exercises such as buy-ins/buy-outs and managing pensions risk in corporate activity such as dividends/refinancing. Clients include AstraZeneca plc, Compass Group plc and Janus Henderson Group plc.

• Advising Premier Foods plc on a landmark sectionalised merger of its three main defined benefit pension schemes into a single trust with three separate sections, with combined assets of c. £5 billion.

• Advising on pensions issues in distress scenarios, including Arcadia Group, House of Fraser, Monarch Airlines and Revlon International.

• Advising on the pensions aspects of a range of public and private transactions, including:

• SSE on the proposed spin-off and merger of its retail business with nPower, the subsequent sale of SSE's retail business to Ovo Energy and its sale of a 25% stake in its electricity transmission network business to Ontario Teachers’ Pension Plan Board.

• London Stock Exchange Group on its acquisition of Refinitiv, including negotiating a replacement covenant support package with the trustees of the Refinitiv pension schemes.

• Pan-European Infrastructure III, SCSp on its acquisition of the entire issued share capital of Stagecoach Group plc, including negotiations with the trustee of the Stagecoach Group Pension Scheme to agree a legally binding memorandum of understating in relation to the future funding and investment strategy of that scheme.

• Croda International plc on the pensions issues arising on its strategic review and resulting sale of the majority of its Performance Technologies and Industrials Chemicals businesses to Cargill Velocity Holdings Limited, including advice across 21 jurisdictions.