Mitigating risks within M&A transactions

Insurance solutions for share and asset ownership, providing peace of mind for investors and security for lenders

In company acquisitions, it is common to negotiate warranties and indemnities from the seller. These then form part of the Sale and Purchase agreement (SPA).  Sellers often face challenges in standing behind these commitments, often due to a fund being wrapped up and a desire to redistribute back to investors. Warranty & Indemnity insurance (W&I) is designed to transfer the risks associated with mergers, acquisitions or recapitalisations to the insurance market.

M&A insurance products are designed to protect purchasers against fundamental warranty breaches. Policies can provide a wide suite of coverages, which is wider than that found in most sale and purchase agreements, offering the insured comprehensive protection. These risks include the capacity to sell, the ownership of the asset/shares and the ability to transfer, amongst others.

How can title insurance help ensure Mergers & Acquisitions are completed smoothly?

• Risk mitigation: M&A insurance policies provide protection against potential risks and liabilities that may arise during or after the transaction. This helps in reducing uncertainties and potential financial losses
   
• Enhancing deal certainty: Insurance can make deals more attractive to both buyers and sellers by providing a level of certainty regarding the resolution of title-related issues
   
• Clean exit for sellers: Sellers can transfer the risk of any title related issues to the insurance provider, allowing them to exit the transaction with a clean balance sheet and reduced exposure to post-closing claims
   
• Simplifying due diligence: Buyers can rely on title insurance to simplify the due diligence process. This can lead to quicker transaction timelines and lower due diligence costs
   
• Protection from hidden liabilities: Insurance can protect buyers from hidden or unknown title defects, such as undisclosed liens, encumbrances, or ownership disputes, that may emerge after the acquisition
   
• Facilitating financing: Lenders may require title insurance as a condition for providing financing to the buyer. This can make it easier for buyers to secure the necessary funding for the acquisition
   
• Facilitating asset sales: Title insurance can be valuable in asset purchase transactions where the buyer is only acquiring specific assets of the target company. It can help ensure a clean transfer of assets and liabilities
   
• Negotiating better terms: Having title insurance in place can provide leverage during negotiations, allowing parties to secure better terms or concessions related to title-related risks
   
• Closing deals faster: The availability of insurance coverage can expedite deal closings by reducing the need for extensive negotiations over indemnification clauses and escrow arrangements
   
• Post-closing continuity: Insurance can help ensure that any title-related issues that arise after the transaction are resolved without disrupting the operations of the acquired business