The Benefits Provided

• Maximize ROI. An equity fund seeking to maximize the amount and minimize the time incurred in distributing sale proceeds from a M&A transaction can use seller-based R&W Ins. to avoid internal reserves and/or can reduce escrow and indemnity obligations by insisting that a buyer obtain R&W Ins.
• Collection Assured. Even a good deal may lack certainty of collection of indemnity. Whether it’s an asset sale by a company being dissolved, a stock sale by retiring owners, a sale by foreign owners or an equity fund that is winding down, a privatization, or a sale by a corporate parent that is itself preparing to be acquired, etc., R&W Ins. can backstop the representations made.
• Avoid Suing Management. In a management buy-out or buy-in transaction, R&W Ins. provides an alternative to suing existing management in order to be fully indemnified for a breach.
• Bridge the Deal. Whenever an impasse is reached over a desired escrow amount, indemnity ceiling, or purchase price adjustment in light of a threatened or existing adverse condition or contingency, R&W Ins. can “bridge” the deal. The “bridge” may even yield a profit to the buyer, who agrees to reduce the escrow amount and/or indemnity ceiling in exchange for a reduction in the purchase price that exceeds the premium.
• Enhanced Bid. In the context of an auction sale or asset sale from a bankruptcy estate, superior terms can often make the difference in a deal. Reduced escrow and indemnity ceilings (supported by R&W Ins.) may enhance the bid.
• Facilitate Acquisition Lending and Resale. At no additional cost, R&W Ins. can cover lenders and subsequent assignees.
• Seller’s and Buyer’s Sleep Insurance. No post-closing budget surprises.