Close · Wealth Advisors & RIAs

Independent Sponsor Representation & Warranty Insurance in Wealth Advisors & RIAs

Securities and M&A counsel for independent sponsors structuring wealth advisors and RIAs transactions, from LOI to close to the capital markets that open up afterward.

EV range $10M to $180M EV EBITDA $3M to $25M Audience Buy-side / Sponsor
The deal context

The economics on a wealth advisors and RIAs platform deal usually hinge on a handful of structural decisions. Representation & Warranty Insurance is one of them.

The typical wealth advisors and RIAs platform sits at $10M to $180M EV with EBITDA in the $3M to $25M range. The thesis runs on RIA aggregation or wealth platform roll-up. Client consent process is the longest pole. Start it the day after the LOI signs.

The moves

How Representation & Warranty Insurance actually gets structured.

  1. Get to non-binding indication within two weeks of LOI sign, with carrier diligence to follow.

  2. Negotiate retention to 0.5 percent of EV, dropping to 0.25 percent after 12 months.

  3. Confirm policy follows form on the purchase agreement, not the other way around.

  4. Carve out tax indemnities and known liabilities, priced separately if needed.

  5. In wealth advisors and RIAs, layer in negative consent process timed with regulators as part of the Representation & Warranty Insurance workstream.

The common mistake

Treating R&W as a commodity. Carrier appetite varies sharply by industry and deal size.

Jason's take
"R&W is no longer optional on most independent sponsor deals over $20M. Price it into the LOI."
Jason Powell · Representation & Warranty Insurance
Capital after close

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.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
WORK WITH JASON

Bring the wealth advisors and RIAs 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.