B2B Services Deals: Representation & Warranty Insurance Done Right
When the deal is B2B services and the question is Representation & Warranty Insurance, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
Representation & Warranty Insurance on B2B services deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.
The typical B2B services platform sits at $8M to $90M EV with EBITDA in the $2M to $18M range. The thesis runs on recurring revenue service platform with bolt-on operators. Most B2B services deals look better in the CIM than in the data room. Skip the CIM, ask for the contracts.
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 B2B services, layer in MSA assignability mapped customer-by-customer 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.
The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.
Related deal pages.
Transaction Fee Structuring for B2B Services
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for B2B Services
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Indemnification for B2B Services
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
Quality of Earnings for B2B Services
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
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Representation & Warranty Insurance for B2B Services, on independent sponsor terms.
Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.