Food & Beverage Deals: Representation & Warranty Insurance Done Right
Independent sponsor counsel for food and beverage, focused on Representation & Warranty Insurance and the deal mechanics that protect sponsor economics and LP alignment.
The economics on a food and beverage platform deal usually hinge on a handful of structural decisions. Representation & Warranty Insurance is one of them.
The typical food and beverage platform sits at $10M to $120M EV with EBITDA in the $2M to $20M range. The thesis runs on CPG roll-up or co-packing platform with regional bolt-ons. Treat trade spend like a working capital item, not a marketing line. The valuation moves accordingly.
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 food and beverage, layer in co-pack capacity agreement re-papered 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.
Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.
Related deal pages.
Transaction Fee Structuring for Food & Beverage
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Food & Beverage
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Indemnification for Food & Beverage
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
Quality of Earnings for Food & Beverage
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
Representation & Warranty Insurance for Healthcare Services
roll-up of physician practices and ancillary service lines
Representation & Warranty Insurance for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
Bring the food and beverage 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.