Representations & Warranties Drafting for Insurance Brokerage Independent Sponsors
Securities and M&A counsel for independent sponsors drafting insurance brokerage transactions, from LOI to close to the capital markets that open up afterward.
An independent sponsor closing insurance brokerage transactions in the $10M to $150M EV range has a defined set of moves at the Representations & Warranties Drafting stage. Most of them are not in a generic M&A textbook.
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 Representations & Warranties Drafting actually gets structured.
Anchor on a modern PE-style rep package, not an asset-purchase boilerplate.
Distinguish fundamental reps from general reps in survival and cap structures.
Negotiate knowledge qualifiers to defined-person knowledge, not constructive knowledge.
Coordinate the rep package with the R&W insurance carrier's underwriting.
In insurance brokerage, layer in E&O tail insurance priced and bound as part of the Representations & Warranties Drafting workstream.
Drafting reps without reading the disclosure schedules. The schedules are where the risk actually lives.
"Reps and warranties are a risk allocation. Draft them like risk allocation."Jason Powell · Representations & Warranties Drafting
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 Insurance Brokerage
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Working Capital Adjustments for Insurance Brokerage
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Representation & Warranty Insurance for Insurance Brokerage
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Indemnification for Insurance Brokerage
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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Bring the insurance brokerage deal. Get Representations & Warranties Drafting 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.