Warranty and Indemnity Insurance

A specialist insurance product used in M&A transactions that covers the buyer against financial losses arising from breaches of the seller's warranties and representations in the sale and purchase agreement. W&I insurance has become standard in European PE transactions, enabling cleaner exits (as the seller's liability is capped or eliminated), facilitating auction processes, and allowing PE funds to distribute sale proceeds to LPs without retaining escrow reserves.

A third-party account established at closing of an M&A transaction to hold a portion of the purchase price (typically 5-15%) for a specified period, providing the buyer with security against potential warranty claims, indemnity obligations, or purchase price adjustments. The escrowed funds are released to the seller upon expiry of the escrow period or resolution of any outstanding claims.

Statements of fact and assurances made by the seller (and sometimes the buyer) in an M&A sale and purchase agreement regarding the condition, operations, finances, and legal standing of the target business. Warranties cover areas including financial statements, material contracts, intellectual property ownership, litigation, tax compliance, and employee matters.

The configuration of financial, legal, and operational terms governing a merger, acquisition, or investment transaction. Deal structure encompasses the mix of cash and equity consideration, earn-out arrangements, escrow provisions, representations and warranties, indemnification mechanisms, and governance rights.

A hybrid lending structure that combines senior and subordinated debt into a single facility with a single blended interest rate, simplifying the capital structure and reducing negotiation complexity. Unitranche facilities are provided by a single lender or lending group and eliminate the need for separate intercreditor agreements between senior and mezzanine lenders.

A comprehensive due diligence exercise commissioned and paid for by the seller of a business prior to a sale process, with the resulting reports made available to prospective buyers. VDD typically covers financial, tax, commercial, and legal matters and is prepared by independent professional advisors.

A comprehensive document prepared by the seller's advisors in an M&A sale process that provides prospective buyers with detailed information about the target business, including its history, products and services, market position, financial performance, management team, growth opportunities, and key risks. The IM is distributed to shortlisted parties after they have signed a non-disclosure agreement and is designed to enable buyers to form a preliminary valuation and submit indicative offers.

Warranties and indemnities are the contractual protections a buyer receives from a seller in a business sale. Warranties are statements of fact about the business — that the accounts are accurate, that it owns its assets, that there are no undisclosed disputes — and if a warranty proves untrue the buyer may claim damages for the resulting loss.

AI Due Diligence Framework for Private Equity

How much does it cost to sell a business?

Expect adviser or broker fees, legal fees and, often, tax on the gain. Fees vary widely by deal size and complexity; larger deals typically pay a corporate finance adviser a success fee plus legal costs.

How do I sell my business?

Prepare the business and its evidence base, agree a valuation view, appoint an adviser, market to a curated buyer list under NDA, negotiate heads of terms, then complete after due diligence.

Should I use a business broker or an M&A adviser?

It depends on size and complexity. Business brokers typically suit smaller, simpler sales; corporate finance or M&A advisers suit larger or more complex deals and run a competitive process.