In a global M&A market shaped by regulatory change, geopolitical uncertainty, and heightened competition for quality assets, completing transactions smoothly has never been more critical.
Warranty and Indemnity/Representations and Warranties (W&I/R&W) Insurance helps buyers and sellers bridge risk, accelerate deal completion, and move forward with confidence. By protecting against losses arising from breaches of warranties, tax issues, or other uncovered liabilities, W&I/R&W Insurance brings clarity, certainty, and peace of mind, long after the deal is signed.
Whether you’re representing the buyer or seller, GTS offers extensive W&I/R&W experience, spanning hundreds of clients across a variety of business sectors throughout the years. When so much is on the line, there’s no such thing as too much protection.
W&I/R&W insurance for sellers
A shift in post-closing liabilities
Sellers are generally required to provide representations and warranties to purchasers during the sale of a private business. Should there be any misrepresentations or breaches post-closing, the seller is liable for losses for the period of time set out in the agreement, usually seven years.
To cover any legacy liabilities, a certain portion of the proceeds from the sale are typically held up in escrow, handcuffing sellers from using those funds. With GTS W&I/R&W insurance, eligible defense costs and settlements would be covered by the policy - allowing sellers to spend, reinvest, or disburse the proceeds from the sale immediately and move on to their next big deal. Terms and conditions apply.
W&I/R&W insurance for buyers
Coverage that’s as impressive as the investment itself
GTS offers first-party protection to buyers, which may cover financial losses resulting from a breach of warranty or lack of seller indemnity provisions relating to the purchase agreement of a private equity deal. These policies can sit on top of the warrantors’ cap (top-up cover), sit alongside the warrantors’ cap, or straddle the cap. This type of coverage saves buyers from lengthy and expensive legal battles often needed to recoup losses related to a breach or misrepresentation by the seller such as accounting or tax records that are not disclosed or inaccurate.
In addition to protecting buyers from sellers who offer limited indemnity provisions, W&I/R&W insurance may also prove beneficial when the seller does offer a satisfactory indemnity. In this case, the buyer may instead opt for an W&I/R&W insurance policy to cover any liabilities in order to increase the competitiveness of the offer and enhance their chances of winning the bid.
Meet the team
Gareth Rees
Hilary Weiss
William Lewis
Why choose Liberty GTS?
Capacity
Commitment
Compatibility
Frequently asked questions
Insurance provided to either a buyer or a seller for loss arising out of a breach of a warranty or indemnity provided in an agreement for acquisition of a company.
- Title to shares/ assets and capacity to enter into the agreement
- The target's accounts
- Finance and banking matters
- Related party transactions
- Commercial contracts
- Employees and pensions
- Property and environment
- Ownership of assets
- Insurance
- Intellectual property
- Information technology
- Compliance with laws and tax
When buying in an M&A Transaction
- Distinguishes a bid in a competitive auction
- Increases seller recourse
- Extends the breadth, duration and/or cap of warranties
When selling in an M&A Transaction
- Facilitates clean exit
- Releases sale proceeds
For both parties
- Protects relationships with seller or management
- Protects against seller credit risk
- Investing into unfamiliar jurisdictions
- Faster claims settlement and pay-out
W&I/R&W Insurance can be used in many situations:
- Allows parties to release or utilize sale proceeds
- Breaks a deal deadlock
- Bridges the gap in expectations between parties on risk allocation
- Allows the parties to “get comfortable” with their negotiated positions
- Satisifies lenders
