Representations & Warranty Insurance

Representations & Warranty (R&W) policies are used as a strategic risk transfer tool to give protection to either the buyer or seller against financial losses suffered as a result of an unexpected breach of warranty or claim under a tax indemnity. Tailored protection is provided by the insurance market to the insured for unknown issues such as financial statement errors or undisclosed regulatory matters.

R&W insurance can be purchased by either a buyer or a seller however the buy-side policy is largely used to afford the seller a clean exit and provide the buyer a direct means of recourse as an alternative to pursuing the existing warrantors in the event of a claim. Buy-side policies are often initiated by a seller (or management team, private equity firm, infrastructure fund, bank, real estate firm or corporate) as part of an auction process and the policy is then ‘stapled’ to the transaction.

Process

The BMS Private Equity, Mergers & Acquisitions and Tax team will work with you to ensure that the R&W process works as efficiently as possible in tandem with the M&A transaction timeline. The policy is designed to support rather than replace the underlying transaction and insurers will require a robust due diligence and disclosure process to be carried out.

    Premium

    The premium is calculated as a rate-on-line of the policy limit being purchased. There are various factors which will affect this rate such as the nature and jurisdiction of the target business being bought, the governing law of the transaction, the scope of the warranties and whether any specific enhancements to the policy are required. These variables will be discussed at the outset of the transaction and the one-off premium will be payable once completion of the transaction has occurred.

    The benefits of using R&W

    Buyer Benefits

    • Mitigates risk of seller covenant strength
    • Certainty when investing in a new asset class / geography
    • Protects ongoing business relationships with management
    • Extends out insufficient SPA limitation periods
    • Bid differentiation in competitive auction process
    • Satisfy corporate governance requirements
    • Proceeds of claims can be assigned to a lender

    Seller Benefits

    • Clean exit / nil recourse
    • Immediately realise sales proceeds
    • Balance sheet protection post completion
    • Prevent price chips or hold-backs


    Mutual Benefits

    • Removes significant obstacles
    • Mitigates difficult negotiations
    • Bridges gaps on uncertain exposures
    • Affirmative cover for certain known risks
    • Synthetic packages may be utilised

    Exclusions

    R&W insurance policies will usually exclude matters that are known to the insured including matters disclosed by the seller or within the buyer’s actual knowledge. Forward looking statements, certain fines and penalties, pension underfunding and post completion purchase price adjustments are often excluded. There may also be deal specific exclusions depending on the underlying transaction i.e. target industry, jurisdiction or a specific risk that has been identified in the due diligence process.

    Pawar Tan

    Tan Pawar

    Head of Private Equity and M&A

    T: +44 (0)20-7480-0264
    M: +44 (0)7341-133-007
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    Andrews Dean

    Dean Andrews

    Head of Tax Liability Insurance

    T: +44 (0)20-7480-0308
    M: +44 (0)7876-815-643
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    Wallace Sophie

    Sophie Wallace

    Divisional Director

    T: +44 (0)20-7480-0378
    M: +44 (0)7824-605-613
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    Leitch Harry

    Harry Leitch

    Director, Head of Deal Origination

    T: +44 (0)20-7480-0346
    M: +44 (0)7770-990-368
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    Kemp Simon

    Simon Kemp

    Group General Counsel

    T: +44 (0)20-7480-7288
    M: +44 (0)7825-844-988
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    Christie Marcus 1200x1200 web

    Marcus Christie

    Associate

    T: +44 (0)20-7374-5937
    M: +44 (0)7826-532-908
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    Simon stephan

    Stephan Simon

    Head of W&I Insurance – UK

    M: +44(0)7785-720-944
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    Kanwar Chandini

    Chandini Kanwar

    Associate Director

    T: +44 (0)20 7374 5990
    M: +44 (0)7825 421 394
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    UK

    One America Square
    London EC3N 2LS
    United Kingdom

    T: +44 (0)20-7480-7288

    Stone Jason

    Jason Stone

    Managing Director, Canada

    M: +1 416-845-4572
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    Allen logan

    Logan Allen

    Associate

    M: +1 416-722-8171
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    Toronto

    1 University Ave,
    Toronto, ON M5J 2P1

    Lee Sandra

    Sandra Lee

    CEO & Head of PEMAT, Asia

    T: +852 3579 5485
    M: +852 9255 7088
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    De Lange Martijn

    Martijn de Lange

    Managing Director

    T: +852 3579 5486
    M: +852 9772 9951
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    Wong Aris

    Aris Wong

    Managing Director

    M: +65 8321 6236
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    Sagar Mehta 1200x1200

    Sagar Mehta

    Associate Director

    M: +65 8010 2687
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    Swee Faith

    Faith Swee

    Senior Associate

    M: +65 8949 3439
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    Xi Jessica 1200x1200

    Jessica Xi

    Senior Associate

    T: +852 3579 5486
    M: +852 6713 1883
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    Heng Ryan 1200x1200

    Ryan Heng

    Senior Associate

    M: +65 8792 6334
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    Yongtak Lee

    Yongtak Lee

    CEO & Managing Director

    T: +82 2 6405 1021
    M: +82 10 3110 2807
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    Kim Tamara

    Tamara Kim

    Chief Legal Officer & Senior Director

    M: +82 10 7365 4628
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    Kim Kaylee 1200x1200

    Kaylee Kim

    Associate

    T: +82 2 6405 1021
    M: +82 10 7106 1709
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    Cha Chloe

    Chloe Cha

    Senior Associate

    T: +82 2 6405 1021
    M: +82 10 7164 7071
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    Jayasundara Nelumi

    Nelumi Jayasundara

    Associate

    M: +852 9801 3916
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    Cho Wooyoung

    Wooyoung Cho

    Junior Associate

    T: +82 2 6405 1021
    M: +82 10 7120 1827
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    Singapore

    138 Market Street #05-01,
    CapitaGreen,
    Singapore 048946

    T: +65 9384 6484

    Hong Kong

    4/F, Lee Garden Three,
    1 Sunning Road,
    Causeway Bay, Hong Kong

    Seoul

    #1908 19Fl., S Tower Bldg.,
    82 Saemunan-ro, Jongno-gu,
    Seoul, South Korea

    T: +82 2-723-1800

    Godden Andrew

    Andrew Godden

    Chief Executive Officer - Australia

    T: +61 (2) 9165-3502
    M: +61 (0) 432-805-729
    Email Me

    Sydney

    Level 3,
    222 Clarence Street,
    Sydney NSW 2000

    T: +61 (2) 9165-3500

    Claro Fernando

    Fernando Claro

    Chief Executive Officer, Iberia

    T: +34 91-419-76-30
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    Madrid

    c/ Serrano, 240. Planta 5
    28016 Madrid

    T: +34 91-419-76-40

    Astorqui Jose

    Jose H. Astorqui

    CCO, Latin America & Caribbean

    T: +1 786-581-1899
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    Miami (US)

    800 Brickell Avenue
    Suite 350, Miami, Florida 33131

    T: +1 786-581-1896