Representation & Warranty Insurance for Insurance Brokerage Independent Sponsors
Securities and M&A counsel for independent sponsors structuring insurance brokerage transactions, from LOI to close to the capital markets that open up afterward.
The economics on a insurance brokerage platform deal usually hinge on a handful of structural decisions. Representation & Warranty Insurance is one of them.
The typical insurance brokerage platform sits at $10M to $150M EV with EBITDA in the $3M to $25M range. The thesis runs on regional retail agency roll-ups. Producer non-competes are unenforceable in too many states to ignore. Plan retention, not litigation.
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 insurance brokerage, layer in E&O tail insurance priced and bound 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.
Related deal pages.
Transaction Fee Structuring for Insurance Brokerage
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Insurance Brokerage
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Indemnification for Insurance Brokerage
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
Quality of Earnings for Insurance Brokerage
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
An LOI on the desk, a insurance brokerage target, and a Representation & Warranty Insurance question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.