Representation & Warranty Insurance for Aerospace & Defense Independent Sponsors
Independent sponsor counsel for aerospace and defense, focused on Representation & Warranty Insurance and the deal mechanics that protect sponsor economics and LP alignment.
The economics on a aerospace and defense platform deal usually hinge on a handful of structural decisions. Representation & Warranty Insurance is one of them.
The typical aerospace and defense platform sits at $15M to $200M EV with EBITDA in the $3M to $30M range. The thesis runs on tier-two or tier-three supplier consolidation with certifications as moat. Foreign LP capital can trigger CFIUS review on the cleanest of deals. Map the cap table early.
How Representation & Warranty Insurance actually gets structured.
Get to non-binding indication within two weeks of LOI sign, with carrier diligence to follow.
Negotiate retention to 0.5 percent of EV, dropping to 0.25 percent after 12 months.
Confirm policy follows form on the purchase agreement, not the other way around.
Carve out tax indemnities and known liabilities, priced separately if needed.
In aerospace and defense, layer in ITAR / EAR registration transferred or refiled before close as part of the Representation & Warranty Insurance workstream.
Treating R&W as a commodity. Carrier appetite varies sharply by industry and deal size.
"R&W is no longer optional on most independent sponsor deals over $20M. Price it into the LOI."Jason Powell · Representation & Warranty Insurance
The deal is one thing. The capital that opens up after close is another.
After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.
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Transaction Fee Structuring for Aerospace & Defense
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The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
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Bring the aerospace and defense deal. Get Representation & Warranty Insurance done right.
Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.