The acquisition closed in early 2023. The welfare plan came with it, in the imprecise way welfare plans tend to come with acquisitions — as a set of carrier relationships, an ongoing broker engagement, an HR team familiar with the eligibility rules, and a wrap document that had last been amended in 2021 for a sponsor entity that no longer existed. The buyer was a competently run organization with its own benefits leadership; the seller had been a smaller operator. Neither party, in our reading of the closing documentation, had identified plan documentation as a diligence priority.
The situation
By the time we were retained — through the buyer's ERISA counsel, eighteen months after the close — the operational facts of the plan had moved noticeably from what the wrap document described. The eligibility rules had been administratively conformed to the buyer's broader benefits structure. Two of the carriers had been replaced. The plan was now operating as part of the buyer's overall welfare offering for approximately 900 covered lives, but the document set continued to describe the seller's stand-alone plan as it existed in 2021.
The filing exposure was more concrete. Form 5500 had been filed for plan year 2021, while the plan was still under the seller. No filing had been made for plan years 2022, 2023, or 2024. The buyer's benefits team had been operating under the assumption — reasonable enough in the absence of any explicit handoff — that the broker had been handling the filings. The broker, when we put the question to them, had been operating under the assumption that the TPA had been handling the filings. The TPA had not been engaged for that purpose.
What we found
The diagnostic was straightforward. Three plan years were unfilled. The document set did not support a filing under the buyer's name as currently constituted. And the operational records — eligibility, enrollment, carrier statements — were complete enough that the filings could be reconstructed without difficulty.
The approach
We worked the engagement in two parallel streams. The first was document reconstruction. We prepared a new wrap document — drafted by ERISA counsel against an inventory we produced of the plan as currently operating — that brought the legal description into alignment with the operational facts. The amendment was administrative in posture and did not require restating the operational arrangements; it required ratifying them in the document.
The second stream was the DFVC submission. Three missing filings, prepared against the reconstructed document set, were submitted under a coordinated schedule. The submission disclosed the timing context — including the acquisition and the operational assumptions that had produced the gap — and proposed the minimum applicable penalty under the program. The submission was accepted without inquiry, and the program penalty was assessed as proposed.
The result
The plan is now current, with a wrap document that matches the operational facts and a filing history that has been remediated through DFVC. The current plan-year filing, prepared on the updated document set, was submitted on the original deadline. The buyer's benefits team retained Cherry Park to perform an annual review of the wrap document against operational practice — a step that had not previously been part of the buyer's compliance workflow, and that we recommend for any acquired plan in the years following close.
Engagement summary published with the explicit consent of the client. Industry, scale, and engagement scope have been generalized where necessary; the analytical pattern and the corrective approach are described as performed. Cherry Park engagements are confidential by default. Acquirers who anticipate or have recently completed a transaction involving an inherited welfare plan are invited to request a confidential plan review.