Historically, reps and warranties insurance was only available to very large M&A transactions. In this episode, Patrick Stroth discusses how this product is now available to small and middle-market businesses. He explains that the objective is to provide sellers and buyers with a solution that is reliable and actionable and avoids conflict between the parties. The significant benefit for sellers is that they don’t need to deal with escrow accounts, legal disputes, or earnouts and experience a clean exit so that they can move on with the next chapter of their lives unencumbered. This episode is especially important for sellers who are tackling reps and warranties for the first time.
“Over 80% of the claims in rep and warranty, not just this product, but all rep and warranty are settled and paid within one year.”
Patrick Stroth
What You’ll Learn
Seller’s peace of mind: Reps and warranties insurance can provide sellers with peace of mind and a cleaner exit by transferring risk from the seller to the insurance company.
Scaled for the middle market: This type of insurance has existed for large M&A transactions for years. However, the traditional diligence underwriting made it too costly for smaller deals. This insurance fills that gap for small and middle market deals (between $1-30 million).
Reps and warranties insurance: What about the inclusions, exclusions, and processes for obtaining reps and warranties insurance, and how crucial it is for sellers to navigate the M&A transaction successfully.
Topics Covered
What is M&A insurance and reps and warranties for sellers? 0:01
What is the indemnification agreement, and how does escrow work? [6:33]
How does reps and warranties insurance transfer risk from the seller? [11:22]
How does reps & warranties insurance work for small and middle market businesses? [16:13]
What does reps and warranties insurance costs? [20:42]
What are the risks, restrictions, and cover of the insurance? [23:20]
How does reps and warranties insurance fit into an M&A transaction? [37:02]
What does the policy cover? What is excluded? [55:34]
What are the indemnity provisions and deductibles of these policies? What about legal costs? [1:05:55]
National Practice Leader – Mergers & Acquisitions at Liberty Company Insurance Broker | Silicon Valley, CA
Patrick is a trusted authority in executive and transactional liability. Patrick’s M&A practice began by harnessing niche insurance tools to empower sellers of lower middle market companies to secure a clean exit from their M&A transactions faster and with significantly more cash at closing. This keen focus in the M&A space has earned Patrick the title “Champion of the Clean Exit.”
You’ve invested your blood, sweat, and tears into an enterprise that has provided for you, your family and your employees. The moment has finally come for you to start a new chapter in your life. Explore your options now.