Representation & Warranty Insurance for Vertical SaaS Independent Sponsors
Securities and M&A counsel for independent sponsors structuring vertical SaaS transactions, from LOI to close to the capital markets that open up afterward.
Vertical SaaS deals in the lower middle market run a specific playbook. Representation & Warranty Insurance is where the structure either holds or starts to leak.
The typical vertical SaaS platform sits at $10M to $200M EV with EBITDA in the $2M to $30M (or run-rate ARR) range. The thesis runs on platform plus adjacent module acquisitions inside a single end-market. The ARR number on the CIM is rarely the ARR number on the closing balance sheet. Reconcile 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 vertical SaaS, layer in ARR bridge built before LOI signing 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 Vertical SaaS
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Working Capital Adjustments for Vertical SaaS
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Indemnification for Vertical SaaS
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
Quality of Earnings for Vertical SaaS
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
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Bring the vertical SaaS 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.