Advised corporate strategic on their $35m acquisition of a provider of software applications, interfaces and professional services for healthcare information systems. The buyer and seller both agreed to use R&W insurance at the beginning of transaction to ensure a friendly working relationship post-acquisition to achieve synergies.
Advised leading mid-market private equity firm on their $100m investment in a leading benefit administration services organization. The target was a secondary sale from another mid-market PE firm which required all bidders secure an R&W insurance policy to remain competitive. The LOI was contingent on a tight exclusivity period with the expectation that the policy be put in place within 7 days and including a no-seller-indemnity structure – both requirements were achieved.
Advised multinational conglomerate in their £25m acquisition of a Scottish technology development platform. The transaction agreement was predominantly European in nature and given the acquisition vehicle was also a UK domiciled entity, European markets were needed to issue the policy. The clients board would only approve the transaction with confirmation of US style R&W insurance coverage – disclosure practices and R&W policy coverage to mirror those in the US – which was obtained to secure appropriate coverage.
Structured a $5m buy-side R&W insurance policy for a strategic acquirer in their purchase of a family-friendly adventure tourism company. Both parties had agreed to use R&W insurance when drafting the original purchase agreement and there were no real issues present. Both parties were able to consummate the transaction and move forward with their business relationship with the comfort that any unknown surprises they may arise in the future will be directed towards the third-party insurer.
Structured a $12m sell-side R&W insurance policy for a mid-market private equity firm selling one of their portfolio companies to another mid-market private equity firm. Client was on an expedited time line and requested to have a policy in place within 10 days of starting the R&W process. We were able to get through the underwriting process and deliver this policy within 10 days to help the selling shareholders lock in the majority of proceeds at close.
Structured a $30m sell-side R&W policy to cover 20+ shareholders in their exit to a strategic buyer, allowing seller to accept the buyers overly aggressive indemnity position. Target was in an adjacent healthcare space, and while no real risk of regulatory/compliance issues existed, buyer was unwilling to lower their significant demands for indemnity caps and survival. The policy allowed the sellers to accept and ultimately close the transaction.
Structured a buy-side R&W policy for a global home goods manufacturer in their $100m investment in a national competitor. The R&W policy also allowed for the buyer to work around a few environmental and tax rep issues and to retain a good working relationship with the company upon close and going forward.
Advised global investment management firm on a $150m+ purchase of a luxury office building from a real estate investment trust. The REIT policy allowed the seller to walk away cleanly at close, with the Buyer’s recourse for a breach of the Seller’s tax reps, including REIT qualification, left to the policy.
Advised a family-owned grain distribution company on the $70M+ sale to the largest food service distributor in the United States. As the Buyer in this case was unwilling to purchase a R&W policy, our client chose sell-side R&W policy to back-stop their indemnification and escrow obligations under the purchase agreement, and lock in the proceeds of the sale.
Advised a publicly traded global diversified holding company on their $400m+ acquisition of a leading provider of direct marketing solutions. The use of R&W insurance in place of a traditional indemnification allowed the client to provide a much friendly indemnity package and ultimately get sellers comfortable with the transaction.
Advised a privately held manufacturer of plastic trash bags, can liners and food bags on the >$450M divestiture to include the use of R&W insurance to reduce their indemnity/escrow obligations to less than 1% of the enterprise value. Given the opportunity to place the R&W insurance policy on behalf of the PE buyer looking to roll-in these assets with an existing portfolio company of their own. Provided a structured program consisting of multiple R&W insurers to satisfy the need for excess policy limits.
Advised a PE owner on the $35M sale of one of their manufacturing PortCo’s by structuring a buy-side R&W insurance policy to replace the sellers existing escrow obligations under the preliminary purchase agreement. Our client was able to reduce $3M in escrow and receive these proceeds from the sale immediately and introduced us to the buyer’s to finish and deliver the R&W insurance policy on behalf of the buyer.
Advised leading logistics company on the $100M strategic acquisition of a port trucking provider. Involved from the early stage of the auction negotiations by helping structure and ultimately deliver an R&W policy to ensure the company can offer up a minimal (competitive) indemnity package to the sellers of the port trucking provider.
Advised the fourth largest, PE backed, broadcast media company on the $265M acquisition of a major competitor in their space. The acquisition mirrored a merger of equals and, to keep all sides friendly in the transaction, the acquirer wanted to structure an R&W insurance policy to replace the sellers traditional indemnity obligations to the buyers. This provided both sides the comfort and certainty that any inadvertent misstatements attributed to the sellers reps and warranties, and losses resulting therefrom, would be handled through the R&W insurance third-party.
Advised an international corporate acquirer on the ~$500M acquisition of a leading provider of creative packaging solutions. Our client was requested to use R&W insurance in lieu of the sellers traditional indemnification typically provided to a buyer under the purchase agreement, to reduce the seller indemnity ‘cap’ and escrow to less than 1% of the enterprise value. Provided a structured program consisting of multiple R&W insurers to satisfy the buyers request for more than $50M in policy limits.
Advised a large home goods company on their majority investment in a Canadian furniture retailer – Sellers maintained nearly 40% of equity. Buyer agreed to replace the vast majority of the sellers indemnification with a R&W policy, so that both parties could maintain a friendly working relationship moving forward.
Advised industry-leading software conglomerate on their $15m+ purchase of a private equity-owned leading jail management technology firm. Deal had significant debt related to the assets and with a traditional escrow the Seller’s would have otherwise walked away with zero proceeds. The R&W insurance allowed the Seller’s to take their money off the table and gave the Buyer’s the appropriate recourse needed to enter into the transaction.
For more examples of representative deals our leadership has advised on, please contact us.