W&I

Warranty & Indemnity (Reps & Warranties) Insurance is a well-established and innovative deal tool, used in a multitude of ways by funds, corporates, trustees, individual sellers and insolvency practitioners (amongst others) the use of which on transactions has grown significantly in the past ten years as its utilisation has become increasingly commonplace.

The team

 

We are a market-leading team of highly experienced and specialist underwriters with decades of relevant M&A professional experience with backgrounds in corporate law, tax law, litigation and financial and tax due diligence.

 

We have one of the largest and most experienced underwriting teams in Europe with an excellent underwriting track record and a full understanding of the challenges and timescales involved in an M&A process.

We have insured a multitude of different sectors, in many jurisdictions.

Warranty & Indemnity (Reps & Warranties) insurance

  • can enable transactions to proceed which would otherwise falter;

  • can enable a fast and efficient distribution of sellers’ proceeds;

  • protects a seller’s sales proceeds against post-completion price adjustments;

  • highly rated insurance institutions provide a greater financial covenant than most sellers providing additional comfort to risk / investment committees;

  • avoids lengthy escrow arrangements;

  • breaks deadlock between parties;

  • can protect individuals (and their estates) against personal liability;

  • policy period designed to match the liability period in the Share Purchase Agreement (typically 7 years);

  • protects either the sellers or the buyer for the liabilities/losses suffered by a breach of warranty or liability under a tax indemnity/covenant contained in the Share Purchase Agreement (warranties typically cover topics such as: title to shares, financials, IPR, tax, litigation, contracts, employment, pensions, IT, etc); and

  • Buyer policies give protection against the risk of seller fraud

Size of risk

We insure M&A risks ranging in value from £1,000,000 to over £1,000,000,000 and can provide limits of insurance liability up to £100,000,000 per policy. Every policy is bespoke for the deal and the risks at stake: we work with clients and their advisors to be a pragmatic, innovative and responsive partner in their transaction.

 

Examples of the varied M&A risks we write are available here.

The process

We are approached by clients and their M&A advisers via their brokers (most of whom have their own M&A specialist team) with a summary of the M&A transaction and their insurance needs.

 

We analyse the transactional risks in-house and occasionally seek external soundings if necessary on a specific issue or jurisdiction. We usually produce our indicative pricing and terms (a “Non Binding Indication or NBI”) within 48 hours.

 

We are typically provided with an expense agreement to allow us to proceed to full underwriting, which includes our own review of the due diligence reports. With our own expertise and network of external advisors in multiple jurisdictions (where necessary) we produce a set of underwriting questions promptly in order to enable us to better understand the risk.

 

We also produce a bespoke policy wording, which specifically insures the M&A transaction being contemplated.

 

The policy is frequently seen as a “deal critical” tool in respect of the warranty and indemnity risk as the policy covers:

  •  unknown liabilities addressed in the general and tax warranties and the tax covenant or indemnity

  •  interest

  • penalties

  • defence costs

  • pre-agreed emergency defence costs

  • gross-up in the event the insurance proceeds were to be subject to tax.

 

Our market-leading expertise in specific tax liabilities and contingencies means that we are often able to provide additional, specific coverages for known risks identified during the buyer’s due diligence of the target business.  This can be extremely effective at breaking deadlock or reducing tension during a sales process. We understand M&A and are here to help. That is why we have become a trusted partner to our brokers, clients and their advisors.

Premium

 

Pricing of risk is determined by a multitude of factors including jurisdiction, sector and transaction size.

 

Claims

We are a reliable and responsive partner when claims arise – please see Claims for further information on the claims process.