We understand that you need an insurance partner to facilitate the transaction and that takes, reasoned, considered coverage positions – as an experienced group of M&A professionals our Team is able to meet challenging timelines and will proactively discuss coverage in order to offer the best position possible.
We offer a premium service to help our clients meet their commercial goals. Our Team are experts in providing W&I insurance – bringing together some of the most experienced practitioners in the W&I industry – which means we will get the deal done.
And afterwards our Claims process is capable of dealing with complex matters as efficiently as possible and is supported by robust Risk Capital from major insurers.
For more information about Brockwell and our appetite see About Us and Risk Appetite.
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W&I protects a buyer against the unknown. No due diligence process or business is perfect and we can mitigate the impact of a potential risk.
W&I insurance can be used to mitigate risk and/or facilitate an M&A transaction. For example, a W&I policy can help a buyer by:
- facilitating a seller’s clean exit (e.g. capping liability at £1 can enhance an auction bid)
- protecting a financial model (/ returns to investors) against unforeseen liabilities
- providing an alternative avenue of recourse (e.g. a private equity sponsor may not wish to sue its management team)
- providing a greater limit of liability than a seller is willing / able to offer
- increasing covenant strength and managing recoverability risk (see our Risk Capital)
- giving a single counterparty to claim against (a buyer will proceed directly against the policy rather than, for example, multiple individual sellers)
Aside from cover, the W&I process provides access to an experienced M&A counterparty and their advisers, which can help highlight matters for a buyer’s attention (e.g. with exclusions) and stress test the due diligence process.
Transactional risk can arise outside of a share sale and our Team of expert M&A underwriters are able to cover contractual protections outside of typical private M&A share sales. For example, we are experienced in covering asset deals, as well as in Distressed M&A scenarios, and we often offer standalone Tax cover to protect the tax treatment of a such transactions.
We use our experience to give clients the best cover possible and may be able to offer the following enhancements in order to help you mitigate risk:
- new breach – cover for warranty breaches in the signing/closing gap
- knowledge/materiality scrape – removal of warranty qualifiers
- synthetic tax covenant – a tax covenant under the policy
- affirmative cover – specific limitation of disclosure under the policy
Please see the FAQs below for further details.
We want to facilitate your transactions – if you have any specific coverage requests please let us know and we will consider whether we can accommodate these or create a bespoke solution. For example, ‘new breach’ cover was developed by Brockwell underwriters to assist a particular client and is now offered more widely in the W&I insurance market.
Identified risks can cause a transaction to stall. It may be possible for us to provide a way forwards by completing a separate underwriting workstream to get comfortable, in which case our in-house experts will offer separate protection under a standalone Tax or Contingent policy. These products are often used to prevent the need for an indemnity / escrow or to protect a private equity sponsor’s modelling.