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W&I Insurance - should I consider this on every deal?
Written by Danny Parker | 19/12/2021
When drafting the Sale and Purchase Agreement and disclosure documents the seller is usually required to give warranties to the buyer
When drafting the Sale and Purchase Agreement and disclosure documents the seller is usually required to give warranties to the buyer.
Where a purchase is being made from a Private Equity owner they are rarely prepared to give warranties.
Warranties are statements of fact about the target business which protect a buyer in two primary ways:
- They help to flush out information which is inconsistent with the warranties that the seller is asked to give, and
- They give the buyer a contractual right to bring a claim against the seller in the event that they suffer losses in circumstances covered by a warranty.
A seller will therefore remain at risk for the duration of the warranty period – which is typically up to 2 years from the date on which the business is sold for non-tax warranties, and up to 7 years for tax warranties. In the worst-case scenario, a successful warranty claim could result in a seller being obliged to pay back some or all of his sale proceeds. Indemnities can be even more severe; they provide the buyer with a pound-for-pound remedy in the event that losses arise from a pre-identified set of circumstances.
Warranty and indemnity claims are quite rare for a seller who has been well advised and done a thorough job of due diligence and making disclosures, but the opportunity to insure against this worst-case scenario can be attractive.
Warranty and indemnity (W&I) insurance is an increasingly popular, affordable and flexible solution. There are now 25 insurers writing this business. Fifteen years ago it would have been less than ten.
Cover enhancements including Knowledge (materiality) Scrapes and Synthetic Tax covenants have made cover more innovative and attractive and insurers are far more flexible on rating, retentions and exclusions.
Every year many thousands of deals use W&I insurance. In larger deals it has become market practice to explore at the outset whether W&I cover is appropriate, rather than bringing it in later on when a deal roadblock arises.
New market entrants mean that SME transactions are now also within the scope of W&I coverage with lower minimum premiums bringing quite modest deals into the frame.
Buy-side policies represent around 97% of all the policies written with the remainder on a Sell-side basis. This is mainly because:
- A Buy-side policy is a “first party” coverage where claims can be made directly against the policy.
- Buy-side policies generally protect the buyer against the fraud of the seller, whereas a seller-side policy will not.
The question of who pays for the policy will normally be subject to negotiation and depend upon the commercial strength of each party to the transaction.
There are advantages for both buyer and seller in purchasing protection.
With around 17% of deals now having coverage (much higher for very large transactions) and the new SME opportunity we only see the proportion of deals with coverage increasing.
In terms of claims, data compiled by AIG (R&W Insurance Global Claims Study) indicates that claims are filed against around one in seven W&I policies globally, suggesting real protection for both buyers and benefit to sellers that would otherwise be exposed to such claims.
What are the benefits of Warranty and Indemnity Insurance?
The benefits of W&I insurance to a Private Equity seller include:
- Allowing the fund to make a clean exit and distribute sale proceeds immediately – for example to invest in another business or to distribute to investors on closing of the fund.
- Without the risk that they will later become liable for a warranty claim.
- In these circumstances the additional costs of a W&I policy can be outweighed by the clean break that it delivers.
- Reducing the need for a retention or escrow account (whereby some of the sale price is set aside until the warranty period has expired).
- Where a seller is selling the business for a nominal amount (e.g. £1) but the buyer still expects warranties to be given as part of the transaction.
- Enhancing the value of the transaction (i.e. the price) by allowing full warranty provision to be made in circumstances where the PE firm would otherwise be unwilling or unable to give warranties.
Equally important, however, are the benefits that W&I insurance can give to a PE buyer where:
- They may be reluctant to bring a warranty claim against sellers who continue to be employed by the business after completion – a W&I policy allows claims to be made without damaging the buyer’s relationship with (and potentially losing) some of its most valuable staff.
- They are concerned about the sellers’ covenant strength – claiming under a W&I policy removes the risk that a seller will not be able to pay out should a warranty claim arise.
- The acquisition is to be debt-financed, as negotiations with lenders may be helped by the knowledge that a W&I policy will be taken out.
- The business is being sold at auction and the buyer needs to distinguish itself from other bidders – a W&I policy can be used to provide the full warranty coverage that the buyer requires without leaving the sellers on the hook, benefitting both parties. A seller might also be willing to entertain a lower offer if they know that the sale proceeds will be immediately available to them, rather than having the uncertainty of waiting out a warranty period or having money held back in an escrow account.
- There are also various scenarios in which a W&I policy can be used to reach agreement on a commercial point where negotiations have broken down.
How much does it cost?
The overall cost of taking out W&I insurance will include the following elements:
The insurance premium, which is a one-off, non-refundable payment that is made when the policy is taken out. The cost of the premium will depend upon the nature of the policy required, the percentage of the purchase price that is to be covered by the policy and the specifics of the transaction (including the identity of the parties), but for UK transactions it is typically around 1% of the amount of coverage required.
Many insurers also charge a separate “one-off” underwriting fee separate to the premium to engage outside lawyers. This is normally around £10-15,000 but will vary on the size and complexity of the deal.
Many of the new entrants writing the smaller SME products undertake all underwriting themselves avoiding external fees and substantially reducing total costs.
Most insurers will expect the sellers to share some of the risk with them by paying an excess. This is often held back in an escrow account – and would also typically be around 1% of the policy limit. On a successful warranty claim, the retention will be paid out first to cover the excess before the insurer is required to pay out.
In some policies insurers agree a “drop-down” coverage where losses up to the retention are paid by the seller but for claims above the retention coverage would apply in full.
In the UK an insurance premium tax will be applied against the total value of the premium. This is currently set at 12% but has changed several times in recent years.
Traditionally the costs of W&I premiums have meant that the transaction value / policy limit at which they start to become economically viable was quite high. However, the new entrants and increased volume of sales has meant minimum premiums have reduced from circa £75,000 to as little as £25,000.
How long does it take to arrange?
The insurers or their lawyers will need time to review key transaction documents such as the sale and purchase agreement and disclosure letter, as well as due diligence reports which have been prepared for the buyer. Most of the work is carried out in the later stages of the transaction, but generally it will take a couple of weeks for the policy to be agreed.
The policy will normally take effect from completion of the business sale, although it may also be possible to enter into a policy after a transaction has completed.
Are there any downsides to W&I insurance?
If the sellers know that the business being sold is very clean and the risk of a warranty claim is therefore very low, the cost of a W&I policy may not seem worth it (although applying the same logic the W&I premium is likely to be much lower to reflect the risk profile). The same principle will apply to lower-value transactions.
- A buyer should also be aware that there will be certain costs/losses which are not insured, including:
- The cost of investigating and bringing a warranty claim.
- Any claims with a value below the de minimis threshold in the policy.
- Claims which the insurer disputes, or where loss has been suffered but it cannot be shown to have resulted from a breach of warranty.
Is there anything the policy won’t cover?
It is also important to note that W&I insurance should not be considered a panacea for all risks as there will always be certain matters that cannot be insured against – for example, matters known by the insured party and breaches relating to tax and pensions are typically not covered by the standard insurance policy. These “gaps” between warranties and insured coverage will need to be factored into the commerciality of the deal.
However, many underwriters now offer specific tax indemnity products, and it is possible to buy separate policies for certain known risk areas such as environmental liability.
We might restructure the target company after completion. Can the policy be assigned to another company?
This should be discussed with potential insurers, but in principle most insurers are happy for the insured party to assign the benefit of the W&I policy to another company within the same group.
This is important because if the underlying business is transferred to a group company then it will be the group company that is at risk of suffering loss for breach of a warranty – and will therefore need to be the beneficiary of the W&I policy.
I’m interested in W&I insurance. What should I do next?
Please do speak to us if you would like more information about W&I insurance. We will be happy to discuss whether W&I insurance might be suitable for you and we can arrange to have a discussion session involving a key insurer specialist.
If you are in the process of negotiating a deal and think W&I insurance should be used, we would always recommend that you include as much detail as possible in heads of terms, including excesses and total cover, who will be paying for the premium and how this will be reflected in the context of the overall agreement that has been reached.
Recent Market Trends
- More competition – so minimum premiums, retentions and exclusions have all reduced
- Underwriters specifically seeking SME business
- Legal fee inclusive policy premiums
- Use of W&I in auctions
Sellers may draft an SPA and pair this with insurance ahead of an auction process. By doing this they may be able to offer wider warranties but limit their actual exposure.
Conversely, buyers are taking auction draft SPAs to insurers, sharing a broad suite of their desired warranties and checking to see what coverage they can get. The intention is then to submit an SPA where buyers have the necessary protections and the seller’s potential liability is limited by the insurance. This also reduces the strain on the seller’s time during the auction process, as the negotiation of warranties between seller and buyer is transferred to buyer and insurer. As a result, the bid is more attractive to the sellers compared with other uninsured offers.
- Knowledge and materiality scrapes
- Certain insurers are now starting to offer a ‘synthetic’ tax deed when sellers are unwilling or unable to offer a conventional tax deed that the buyer can claim against.
The W&I market is always evolving and its appetite for insuring global mergers and acquisitions shows no sign of slowing down.
For further information regarding synthetic tax deeds and knowledge scrapes please see the separate “Explainer” document.
Synthetic tax deeds
Certain insurers are now starting to offer a ‘synthetic’ tax deed when sellers are unwilling or unable to offer a conventional tax deed that the buyer can claim against. The first draft is either provided by the insurer (based on a reasonable draft) or by the buyer, which the insurer then marks up.
Even though the ultimate liability might be similar to a tax covenant provided by the seller, there is currently a materially increased premium charge of 20% for the insurer agreeing to cover a tax covenant that has essentially not been negotiated between buyer and seller.
When giving warranties, sellers may look to limit the scope of the warranties with a ‘knowledge qualifier’ – ie, the seller qualifies the warranty with ‘to its knowledge’ language.
Some sellers are successful in implementing a general knowledge sweeper across all warranties, known as a ‘knowledge scrape’.
Knowledge scrapes, previously uncommon in the marketplace, are now being offered by a number of insurers.
They are offered in two ways:
- When the full suite of warranties is qualified in the SPA and underwriters remove this blanket qualification and instead apply only the “necessary” qualifiers to certain warranties (eg, threatened litigation, or target breaching third party IP); or
- When warranties drafted as per negotiation between buyer and seller.
- When underwriting, the insurer considers each warranty on its merits and where it is comfortable with covering it absolutely, it scrapes the knowledge qualifier for that warranty in the warranty spreadsheet.
The starting point, when discussing knowledge scrapes, is the knowledge qualifier. A knowledge qualifier is a way to limit the reach of a contractual provision to apply only to what an individual (or group of individuals) “knows”. As with materiality qualifiers, knowledge qualifiers generally benefit the seller in a purchase and sale transaction, whereas the buyer will tend to resist including them.
In the M&A context, knowledge qualifiers arise primarily in the negotiation of indemnities and warranties, where including a knowledge qualifier allows the seller to limit the scope of a representation or warranty, thus making it easier to proffer. In many cases this can be an effective compromise, giving the buyer the comfort of knowing it has received a key representation or warranty from the seller, while ensuring that it is something the seller is able to confidently give.
Knowledge Scrapes v Materiality Scrapes
As with materiality scrapes, knowledge scrapes allow the parties to keep knowledge qualifiers in the agreement for certain purposes, while removing them for others based on the needs and wants of the negotiating parties. And as with materiality scrapes, knowledge scrapes are most commonly applied to indemnification provisions.
For instance, a representation related to litigation might be qualified as follows:
“To the knowledge of the Seller, as of the date of this Agreement, there is no breach or anticipated breach by any other party, of a contract to which the Company is a party.”
This is a common representation to qualify “to the knowledge of the Seller” because there are countless scenarios in which a party to a contract could be in breach unbeknownst to the seller. Nevertheless, the buyer will want to ensure, regardless of the seller’s level of knowledge, that it remains indemnified for any loss that might result from such a breach.
In this way knowledge qualifiers can deliver many of the same benefits as materiality qualifiers. Specifically, they can create greater room for negotiation by allowing the seller to limit its burden with respect to disclosure and satisfaction of closing conditions, while giving the buyer strong language around breach and indemnification. Knowledge qualifiers can also limit post-closing disputes around the always tricky question of who-knew-what-and-when. And, perhaps most importantly, knowledge qualifiers can streamline the negotiation process by limiting the significance to the buyer of what can be such an important (and in some cases necessary) qualifier to the seller.
It is important to note that despite their similarities, knowledge qualifiers operate differently from materiality qualifiers, and this difference affects how the two types of scrapes can and should be used. For instance, materiality scrapes can be used to remove qualifiers for either or both of identifying a breach and quantifying a resulting loss. Knowledge scrapes on the other hand can be used to remove qualifiers for identifying a breach, but cannot logically have any effect on quantification of loss, which makes the knowledge scrape slightly less versatile as a negotiating tool.
On the other hand, knowledge scrapes are not susceptible to many of the criticisms levelled against materiality scrapes. For instance, there is very little risk that a knowledge scrape will lead to a flood of miniscule claims or nickel-and-diming by the buyer, makes the knowledge scrape a less controversial tool overall.
One key point that sets knowledge apart from materiality is that knowledge qualifiers are very often an essential inclusion from the seller’s perspective, not simply a “nice-to-have” or a balancing of risk. Knowledge qualifiers are often included to allow the buyer to make a representation or warranty that is demanded by the buyer, and that the seller is otherwise not only unwilling, but literally unable to give. This added significance to the buyer, can make the knowledge scrape all the more valuable to both parties when reaching a negotiated agreement, as it can limit the negative impact on the buyer of what may be a critical point for the seller
Warranties and indemnities: what’s the difference?
When there is a recession and increased financial uncertainty, this can lead to a dramatic increase in litigation. While potential claimants frequently shy away from such action in a more buoyant economy, reasoning that the time and money involved could be better spent on other opportunities, every penny is now fought for tooth and nail. The changed economic climate increases the pressure on lawyers to protect their clients against the common law position of ‘let the buyer beware’ by negotiating appropriate contractual protection. Depending on the nature of the contract, this protection will often take the form of warranties or indemnities. This article discusses warranties and indemnities, and the key differences between them in relation to the sale of businesses, products and services.
A warranty is a contractual assurance from a seller to a buyer. It is a subsidiary or collateral provision to the main purpose of the agreement: the sale itself. A breach of warranty claim is an action for breach of contract and is subject to the normal legal requirements of proving loss. A party that breaches a warranty is only responsible for the loss and damage that is foreseeable as a result of the breach. The damages for which a seller is liable is the amount necessary to compensate the purchaser for any loss resulting from the breach. For example, where a company is acquired through the purchase of shares, the damages for which a seller is liable is the difference between the amount paid for the shares and the market value of the shares at the time of acquisition. This puts the buyer into the position that it would have enjoyed had the contract been properly executed. Accordingly, where breach of warranty results in a target company incurring liability, but its market value is not affected, the damages for such a breach would be nil. Warranties can take many forms and no one set of warranties can be entirely suitable for every case. The number of warranties and matters to be covered by warranties will vary considerably depending on the nature of the business and the negotiating strength of the parties. Buyers will seek to include warranties pertinent to the subject of the agreement and the risks associated with it. Depending on the agreement, warranties could provide protection in a wide range of matters, including intellectual property rights, ownership of shares, financial matters, quality and performance of products, and employment issues. In the context of a sale of shares, a typical warranty might read:
‘The seller warrants that the statutory books of the company are up to date and maintained in accordance with all applicable legal requirements.’
Purpose of warranties
One of the main purposes and effects of warranties is to apportion risk and liability between a buyer and a seller. Warranties protect a buyer by providing a possible price adjustment mechanism if a warranty proves to be false and, in the context of a sale of the business, by enabling a buyer to gather information on the business through a disclosure process. However, warranties should not be used as a substitute for due diligence as it is better and usually cheaper for a buyer to know of a problem in advance so that it has the chance to walk away, negotiate a price reduction or seek specific contractual protection (possibly in the form of an indemnity), rather than having to sue for breach of warranty at a later stage. In response to the example warranty above, the seller might disclose:
‘The statutory books of the company are not up to date.’
If the buyer had not found this information out during its due diligence, it has now found it out as a result of disclosure and can decide how to react, including seeking protection in the form of an indemnity.
An indemnity is a contract by which the party providing the indemnity undertakes as an original and independent obligation to indemnify (make good) a loss. This means the right to recover one euro for every euro of loss, as distinct from a collateral contract, which gives the innocent party the right to damages. The following is a suggested indemnity to deal with the issue disclosed above:
‘In consideration of payment by the buyer of the consideration, the seller shall indemnify, defend and hold harmless the buyer against any liability, damage, loss or expenses (including legal fees and expenses of litigation) incurred by or imposed on it in connection with any claims, suits, actions, demands or judgments (including, but not limited to, actions in the form of tort, warranty or strict liability) arising directly or indirectly from or in connection with bringing the statutory books up to date and in accordance with all applicable legal requirements.’
It is important that reference is made to there being ‘consideration’ for the issue of the indemnity and, where there is a concern about the adequacy of the consideration, the agreement should be signed as a deed. Appropriate gross-up provisions should also be applied to ensure that, if any money paid is treated as taxable income, the seller should be obliged to gross up the damages to cover any such liability.
Differences between warranties and indemnities
A warranty is a statement by the seller about a particular aspect of the target company’s business. A breach of warranty will only give rise to a successful claim in damages if the buyer can show that the warranty was breached and that the effect of the breach was to reduce the value of the asset acquired. The onus is therefore on the buyer to show breach of contract and quantifiable loss. An indemnity is a promise to reimburse the buyer in respect of a particular type of liability, should it arise. The purpose of an indemnity is to provide guaranteed compensation to a buyer on a euro-for-euro basis in circumstances in which a breach of warranty would not necessarily give rise to a claim for damages or to provide a specific remedy that might not otherwise be legally available. In the adjacent example warranty, and assuming that no disclosure had been made, the buyer claiming under the warranties would have to show that the statutory books not being up to date is a breach of the warranty and that the value of the company has been reduced as a result of the breach of the warranty. This could prove difficult. In the case of the example indemnity, the buyer would simply demand repayment of its costs in updating statutory books. Other key differences between a warranty and an indemnity are detailed below.
Under common law, a buyer is clearly obliged to mitigate any loss for a breach of warranty. There is no such clear obligation for a buyer to mitigate its loss under an indemnity.
Disclosures might be made against warranties in certain transactions, such as share or asset sales, thereby limiting liability, but should not be made against indemnities. A buyer might initially seek an indemnity because of information disclosed either during due diligence or in a disclosure letter. In the case of the adjacent example warranty, assuming the disclosure had been made, the buyer could not bring a claim under the warranties. However, they are not prevented from claiming under an indemnity, such as the one in the example, regardless of disclosure. Disclosures transfer the commercial risk for information disclosed to a buyer, which cannot sue for a matter that has been properly disclosed. The level of disclosure that qualifies as proper disclosure will often be a matter of serious negotiation.
Proof of loss
It is necessary for a buyer to prove that losses arise as a result of a breach of warranty – that share value has fallen as a result of the breach – and all issues relating to matters such as remoteness of damages apply. With an indemnity, however, a buyer can recover any losses sustained without having to prove that there has been a diminution in share value.
Buyer’s knowledge of a breach
Depending on the terms of a contract, a buyer that is aware of a breach of warranty might be precluded from bringing a claim on the basis that they were aware of a breach and decided to enter into a contract regardless. However, knowledge of a breach of contract will not prevent a buyer from making a claim under an indemnity. Indeed, buyers often negotiate an indemnity as contractual protection from a specific problem that they have discovered.
Warranties are commonly subject to a series of negotiated limitations on liability that would not usually apply to indemnities. Like warranties, the number and form of the limitations varies depending on the nature of the business and the negotiating strength of the contracting parties. The kind of disclosure discussed above is a commonly sought form of limitation, as is limiting the period during which a claim can be brought and defining the amount that may be claimed under a warranty. However, in large-scale transactions in particular, as with warranties, warranty limitations can run to many pages in a contract. It is standard practice in the US to seek indemnification of warranties, but this is not the case in Ireland or the UK, where, apart from negotiating tax indemnity on share sales, indemnities are negotiated on a case-by-case basis. The provision of any indemnity – let alone general indemnities – is often strongly resisted because of the relative ease of recovery under such an agreement in comparison to warranties. In many cases, a seller will take the position that ‘we don’t do indemnities’. This means that, if this position stands up to pressure under negotiation, a buyer’s options to deal with a specific issue are reduced and it can take the risk of possibly relying on a warranty, if it is able to do so, seeking a price reduction or refusing to complete the deal. The attitude of many sellers to the provision of indemnities again highlights the importance of due diligence as way of allowing a buyer to make an informed decision. In acting for a seller, it is important to be conscious of the distinction between warranties and indemnities, and to be aware of catch-all indemnity clauses in any contract. Lawyers should also be aware that, while it is all well and good negotiating warranties and indemnities on behalf of a client, such contracts will be worthless if the seller is not able to fulfil these agreements. If there is doubt about a seller’s credit rating, circumstances might require some form of security, such as a staggered payment of consideration, a bank guarantee or warranty and indemnity insurance.
The salient commercial points of a contract are often thrashed out by clients, while lawyers focus on negotiating the terms of such security. Frequently, however, it is left to lawyers to negotiate the body of warranties, indemnities and warranty limitations, under instructions from clients to ensure that they are protected. Given the impact that the difference between warranties and indemnities can have on clients, it is crucial that lawyers remember the distinctions between the two while negotiating.
Synthetic tax deeds, knowledge scrapes and growing use of warranty and indemnity insurance on auction processes and for SME deals are some of the emerging trends of the last 6-12 months.
Underwriters and managing general agents (MGAs) continue to enter the market, driving changes to both coverage positions and pricing. Deal sizes, warranties and geographies that a year ago would have been either uninsurable, or uneconomical to insure, are now becoming commonplace thanks to greater competition and a growing drive to use warranty and indemnity (W&I) insurance products.
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